##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended June 30, 2008.
 OR
 o
    
    Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the transition period from  to .
 Commission File Number: 000-24947
 UCBH HOLDINGS, INC.
  Delaware
    
    94-3072450(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)555 Montgomery Street, San Francisco, California
    
    94111(Address of principal executive offices)
    
    (Zip Code)
 (415) 315-2800
 þ o
  Large accelerated filer
þ

    

  Accelerated filer
o

    

    Non-accelerated filer o

(Do not check if a smaller reporting company)

  

    Smaller reporting company
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
    
    
    26Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    55Item 4
    
    Controls and Procedures
    
    
    55PART IIItem 1
    
    Legal Proceedings
    
    
    56Item 1A
    
    Risk Factors
    
    
    56Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    56Item 3
    
    Defaults Upon Senior Securities
    
    
    56Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    56Item 5
    
    Other Information
    
    
    56Item 6
    
    Exhibits
    
    
    57SIGNATURES
    
    
    61EXHIBIT 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
 June 30,
    
    
    December 31,2008
    
    
    2007ASSETSNoninterest bearing cash
    
    $
    127,889
    
    
    $
    117,141Interest bearing cash
    
    
    282,616
    
    
    
    202,258Federal funds sold
    
    
    35,209
    
    
    
    26,028Cash and cash equivalents
    
    
    445,714
    
    
    
    345,427Securities purchased under agreements to resell
    
    
    150,000
    
    
    
    150,000Investment and mortgage-backed securities available for sale, at fair value
    
    
    2,526,249
    
    
    
    2,188,355Investment and mortgage-backed securities held to maturity, at cost (fair value of
$248,771 and $276,286 at June 30, 2008, and December 31, 2007, respectively)
    
    
    247,422
    
    
    
    271,485Federal Home Loan Bank stock, Federal Reserve Bank stock and other equity investments
    
    
    158,067
    
    
    
    138,877Loans held for sale, net of valuation allowance
    
    
    1,699
    
    
    
    177,137Loans held in portfolio
    
    
    8,643,861
    
    
    
    7,832,150Allowance for loan losses
    
    
    (109,132
    )
    
    
    (80,584
    )Loans held in portfolio, net
    
    
    8,534,729
    
    
    
    7,751,566Accrued interest receivable
    
    
    69,164
    
    
    
    61,111Premises and equipment, net
    
    
    145,642
    
    
    
    144,630Goodwill
    
    
    431,076
    
    
    
    436,606Core deposit intangibles, net
    
    
    20,045
    
    
    
    22,526Mortgage servicing rights, net
    
    
    11,851
    
    
    
    12,783Other assets
    
    
    129,464
    
    
    
    103,063Total assets
    
    $
    12,871,122
    
    
    $
    11,803,566LIABILITIES AND STOCKHOLDERS EQUITYNoninterest bearing deposits
    
    $
    855,338
    
    
    $
    860,338Interest bearing deposits
    
    
    7,839,186
    
    
    
    6,920,902Total deposits
    
    
    8,694,524
    
    
    
    7,781,240Securities sold under agreements to repurchase
    
    
    700,000
    
    
    
    650,000Short-term borrowings and federal funds purchased
    
    
    382,088
    
    
    
    492,532Subordinated debentures
    
    
    406,506
    
    
    
    406,615Accrued interest payable
    
    
    26,742
    
    
    
    28,169Long-term borrowings
    
    
    1,393,987
    
    
    
    1,372,190Other liabilities
    
    
    97,698
    
    
    
    105,717Total liabilities
    
    
    11,701,545
    
    
    
    10,836,463Commitments and contingencies (Note 17)Preferred stock, $0.01 par value, 10,000,000 shares authorized, 135,000 shares
issued and outstanding at June 30, 2008
    
    
    1
    
    
    
    Common stock, $0.01 par value, 180,000,000 shares authorized at June 30, 2008, and
December 31, 2007; 110,460,242 and 104,397,988 shares issued and outstanding at June
30, 2008, and December 31, 2007, respectively
    
    
    1,105
    
    
    
    1,044Additional paid-in capital
    
    
    657,274
    
    
    
    427,474Retained earnings
    
    
    555,656
    
    
    
    554,568Accumulated other comprehensive loss
    
    
    (44,459
    )
    
    
    (15,983
    )Total stockholders equity
    
    
    1,169,577
    
    
    
    967,103Total liabilities and stockholders equity
    
    $
    12,871,122
    
    
    $
    11,803,566
  -1-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
 Three months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Interest and dividend income:Loans
    
    $
    135,214
    
    
    $
    143,264
    
    
    $
    276,105
    
    
    $
    274,915Investment and mortgage-backed securities:Taxable
    
    
    31,848
    
    
    
    20,657
    
    
    
    60,608
    
    
    
    44,171Nontaxable
    
    
    6,135
    
    
    
    3,295
    
    
    
    12,023
    
    
    
    6,601FHLB Stock
    
    
    1,549
    
    
    
    875
    
    
    
    2,826
    
    
    
    1,797Federal funds sold and deposits with banks
    
    
    2,805
    
    
    
    3,395
    
    
    
    5,653
    
    
    
    5,684Securities purchased under agreements to resell
    
    
    1,885
    
    
    
    2,229
    
    
    
    3,965
    
    
    
    4,493Total interest and dividend income
    
    
    179,436
    
    
    
    173,715
    
    
    
    361,180
    
    
    
    337,661Interest expense:Deposits
    
    
    56,098
    
    
    
    68,514
    
    
    
    119,212
    
    
    
    134,508Securities sold under agreements to repurchase
    
    
    6,080
    
    
    
    3,420
    
    
    
    12,657
    
    
    
    6,681Short-term borrowings and federal funds purchased
    
    
    5,010
    
    
    
    4,477
    
    
    
    10,878
    
    
    
    9,669Subordinated debentures
    
    
    5,758
    
    
    
    5,250
    
    
    
    12,629
    
    
    
    9,803Long-term borrowings
    
    
    15,346
    
    
    
    13,319
    
    
    
    31,563
    
    
    
    24,435Total interest expense
    
    
    88,292
    
    
    
    94,980
    
    
    
    186,939
    
    
    
    185,096Net interest income
    
    
    91,144
    
    
    
    78,735
    
    
    
    174,241
    
    
    
    152,565Provision for loan losses
    
    
    32,562
    
    
    
    2,098
    
    
    
    67,631
    
    
    
    3,146Net interest income after provision for loan losses
    
    
    58,582
    
    
    
    76,637
    
    
    
    106,610
    
    
    
    149,419Noninterest income:Commercial banking fees
    
    
    5,502
    
    
    
    5,207
    
    
    
    10,075
    
    
    
    9,952Service charges on deposits
    
    
    2,239
    
    
    
    1,717
    
    
    
    4,246
    
    
    
    3,246Gain (loss) on sale of securities, net
    
    
    1,648
    
    
    
    2
    
    
    
    2,620
    
    
    
    3,078Gain on sale of SBA loans, net
    
    
    373
    
    
    
    645
    
    
    
    539
    
    
    
    1,410Gain on sale of multifamily and commercial real estate
loans, net
    
    
    8
    
    
    
    2,027
    
    
    
    750
    
    
    
    3,421Lower of cost or market adjustment on loans held for sale
    
    
    
    
    
    
    39
    
    
    
    (1,428
    )
    
    
    25Impairment on available for sale securities
    
    
    (10,876
    )
    
    
    
    
    
    
    (14,667
    )
    
    
    Equity loss in other equity investments
    
    
    (1,657
    )
    
    
    (791
    )
    
    
    (2,365
    )
    
    
    (1,264
    )Other fees
    
    
    1,431
    
    
    
    1,078
    
    
    
    2,455
    
    
    
    2,501Total noninterest income (loss)
    
    
    (1,332
    )
    
    
    9,924
    
    
    
    2,225
    
    
    
    22,369Noninterest expense:Personnel
    
    
    28,114
    
    
    
    23,274
    
    
    
    57,698
    
    
    
    47,538Occupancy
    
    
    6,152
    
    
    
    5,177
    
    
    
    11,907
    
    
    
    10,025Data processing
    
    
    2,556
    
    
    
    2,358
    
    
    
    4,879
    
    
    
    4,638Furniture and equipment
    
    
    2,035
    
    
    
    2,226
    
    
    
    4,132
    
    
    
    4,392Professional fees and contracted services
    
    
    2,086
    
    
    
    1,343
    
    
    
    3,846
    
    
    
    3,672Deposit insurance
    
    
    1,198
    
    
    
    302
    
    
    
    2,366
    
    
    
    594Communication
    
    
    892
    
    
    
    801
    
    
    
    1,876
    
    
    
    1,502Core deposit intangible amortization
    
    
    1,240
    
    
    
    1,395
    
    
    
    2,481
    
    
    
    2,403Foreign currency translation (gain) loss
    
    
    (2,416
    )
    
    
    133
    
    
    
    (5,305
    )
    
    
    505Other general and administrative
    
    
    7,228
    
    
    
    5,812
    
    
    
    13,757
    
    
    
    11,447Total noninterest expense
    
    
    49,085
    
    
    
    42,821
    
    
    
    97,637
    
    
    
    86,716Income before income tax expense
    
    
    8,165
    
    
    
    43,740
    
    
    
    11,198
    
    
    
    85,072Income tax expense
    
    
    463
    
    
    
    15,530
    
    
    
    1,275
    
    
    
    29,831Net income
    
    $
    7,702
    
    
    $
    28,210
    
    
    $
    9,923
    
    
    $
    55,241Earnings per share:Basic
    
    $
    0.07
    
    
    $
    0.28
    
    
    $
    0.09
    
    
    $
    0.55Diluted
    
    $
    0.07
    
    
    $
    0.27
    
    
    $
    0.09
    
    
    $
    0.53
  -2-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TotalPreferred
    
    
    Common Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveStock
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Loss(1)
    
    
    Equity
    
    
    IncomeBalance at December 31,
2006
    
    $
    
    
    
    
    99,448,181
    
    
    $
    994
    
    
    $
    341,616
    
    
    $
    464,616
    
    
    $
    (21,155
    )
    
    $
    786,071Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,241
    
    
    
    
    
    
    
    55,241
    
    
    $
    55,241Other comprehensive
loss, net of tax benefit
of $3,159
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,039
    )
    
    
    (7,039
    )
    
    
    (7,039
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    48,202Stock options exercised,

including related tax
benefit
    
    
    
    
    
    
    584,477
    
    
    
    6
    
    
    
    7,159
    
    
    
    
    
    
    
    
    
    
    
    7,165Stock compensation charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,616
    
    
    
    
    
    
    
    
    
    
    
    1,616Cash dividend of $0.06 per
share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,107
    )
    
    
    
    
    
    
    (6,107
    )Shares issued in
connection with
acquisition of CAB
Holding, LLC
    
    
    
    
    
    
    3,711,580
    
    
    
    37
    
    
    
    66,109
    
    
    
    
    
    
    
    
    
    
    
    66,146Balance at June 30, 2007
    
    $
    
    
    
    
    103,744,238
    
    
    $
    1,037
    
    
    $
    416,500
    
    
    $
    513,750
    
    
    $
    (28,194
    )
    
    $
    903,093Balance at December 31,
2007
    
    $
    
    
    
    
    104,397,988
    
    
    $
    1,044
    
    
    $
    427,474
    
    
    $
    554,568
    
    
    $
    (15,983
    )
    
    $
    967,103Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,923
    
    
    
    
    
    
    
    9,923
    
    
    $
    9,923Other comprehensive
loss, 
net of tax benefit
of $17,380
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,476
    )
    
    
    (28,476
    )
    
    
    (28,476
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (18,553
    )Stock options exercised,

including related tax
benefit
    
    
    
    
    
    
    681,034
    
    
    
    7
    
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    3,007Stock compensation charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,216
    
    
    
    
    
    
    
    
    
    
    
    3,216Stock issue to China
Minsheng Banking Corp.,
Ltd.
    
    
    
    
    
    
    5,381,220
    
    
    
    54
    
    
    
    93,285
    
    
    
    
    
    
    
    
    
    
    
    93,339Issuance of preferred stock
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    130,299
    
    
    
    
    
    
    
    
    
    
    
    130,300Cash dividend of $0.08 per
share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,835
    )
    
    
    
    
    
    
    (8,835
    )Balance at June 30, 2008
    
    $
    1
    
    
    
    110,460,242
    
    
    $
    1,105
    
    
    $
    657,274
    
    
    $
    555,656
    
    
    $
    (44,459
    )
    
    $
    1,169,577
 
 (1)
    
    Accumulated Other Comprehensive Loss arises solely from net unrealized losses on
investment and mortgage-backed securities available for sale, presented net of tax.  -3-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
 Six Months Ended June 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    9,923
    
    
    $
    55,241Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    67,631
    
    
    
    3,146Amortization of net deferred loan fees
    
    
    (6,900
    )
    
    
    (5,790
    )Amortization of net securities premiums and discounts
    
    
    681
    
    
    
    (199
    )Federal Home Loan Bank stock dividend
    
    
    (2,397
    )
    
    
    (1,517
    )Amortization of intangibles
    
    
    4,295
    
    
    
    3,901Depreciation and amortization of premises and equipment
    
    
    5,461
    
    
    
    5,367Gain on sale of loans, securities, and other assets, net
    
    
    (3,236
    )
    
    
    (5,460
    )Impairment on available for sale securities
    
    
    14,667
    
    
    
    Lower of cost or market adjustment on loans held for sale
    
    
    1,428
    
    
    
    (32
    )Equity loss in other equity investments
    
    
    2,365
    
    
    
    1,265Stock compensation expense, net of tax benefit related to nonqualified stock option grants
    
    
    2,442
    
    
    
    1,616Excess tax benefit from stock option exercises
    
    
    (1,585
    )
    
    
    (1,233
    )Other, net
    
    
    4,851
    
    
    
    843Changes in operating assets and liabilities:Decrease in loans originated in held for sale
    
    
    19,441
    
    
    
    10,366Increase in accrued interest receivable
    
    
    (8,053
    )
    
    
    (2,279
    )Decrease in other assets
    
    
    389
    
    
    
    3,658Decrease (increase) in accrued interest payable
    
    
    (1,427
    )
    
    
    1,287Decrease in other liabilities
    
    
    (5,189
    )
    
    
    (23,092
    )Net cash provided by operating activities
    
    
    104,787
    
    
    
    47,088Cash flows from investing activities:Net cash acquired from purchase of CAB Holding, LLC
    
    
    
    
    
    
    33,647Payment for purchase of Summit Bank Corporation, net of cash acquired
    
    
    
    
    
    
    (734
    )Purchase of securities purchased under agreements to resell
    
    
    
    
    
    
    (150,000
    )Proceeds from maturity of securities purchased under agreements to resell
    
    
    
    
    
    
    175,000Investment and mortgage-backed securities, available for sale:Principal payments and maturities
    
    
    104,764
    
    
    
    1,402,612Purchases
    
    
    (892,837
    )
    
    
    (1,500,892
    )Sales
    
    
    494,731
    
    
    
    612,345Called
    
    
    3,500
    
    
    
    77,213Investment and mortgage-backed securities, held to maturity:Principal payments and maturities
    
    
    3,775
    
    
    
    4,930Called
    
    
    20,437
    
    
    
    810Proceeds from redemption of Federal Home Loan Bank stock
    
    
    
    
    
    
    1,908Purchase of Federal Home Loan Bank stock
    
    
    (11,622
    )
    
    
    (6,268
    )Proceeds from redemption of Federal Reserve Bank stock
    
    
    
    
    
    
    1,267Funding of other equity investments
    
    
    (9,367
    )
    
    
    (5,270
    )Proceeds from the sale of loans originated in held in portfolio
    
    
    64,720
    
    
    
    211,559Proceeds from the sale of real estate owned
    
    
    
    
    
    
    238Loans originated in held in portfolio funded and purchased, net of principal collections
    
    
    (868,969
    )
    
    
    (825,794
    )Purchases of premises and other equipment
    
    
    (7,066
    )
    
    
    (3,354
    )Other investing activities, net
    
    
    173
    
    
    
    269Net cash (used in) provided by investing activities
    
    
    (1,097,761
    )
    
    
    29,486Cash flows from financing activities:Net increase in demand deposits, NOW, money market and savings accounts
    
    
    12,369
    
    
    
    153,069Net increase in time deposits
    
    
    883,903
    
    
    
    652Net decrease in short-term borrowings
    
    
    (55,735
    )
    
    
    (536,427
    )Proceeds from securities sold under agreements to repurchase
    
    
    455,000
    
    
    
    99,267Payments of securities sold under agreements to repurchase
    
    
    (405,000
    )
    
    
    (201,179
    )Proceeds from issuance of subordinated debentures
    
    
    
    
    
    
    91,238Proceeds from long-term borrowings
    
    
    201,140
    
    
    
    302,983Principal payments of long-term borrowings
    
    
    (217,514
    )
    
    
    (28,559
    )Proceeds from issuance of preferred stock
    
    
    130,300
    
    
    
    Proceeds from stock option exercises
    
    
    1,423
    
    
    
    5,932Excess tax benefit from stock option exercises
    
    
    1,585
    
    
    
    1,233Proceeds from stock issued to China Minsheng Banking Corp., Ltd.
    
    
    93,339
    
    
    
    Payment of cash dividend on common stock
    
    
    (7,549
    )
    
    
    (5,980
    )Net cash provided by (used in) financing activities
    
    
    1,093,261
    
    
    
    (117,771
    )Net increase (decrease) in cash and cash equivalents
    
    
    100,287
    
    
    
    (41,197
    )Cash and cash equivalents at beginning of period
    
    
    345,427
    
    
    
    354,419Cash and cash equivalents at end of period
    
    $
    445,714
    
    
    $
    313,222
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 1.
    
    Basis of Presentation and Summary of Significant Accounting and Reporting PoliciesBasis of Presentation and Principles of ConsolidationThe unaudited interim consolidated financial statements include the accounts of UCBH Holdings, Inc.
(UCBH), the bank holding company of United Commercial Bank (UCB), and its consolidated
subsidiaries (collectively referred to as the Company, we, us and our). All significant
intercompany transactions and balances have been eliminated in consolidation. In the opinion of
management, the unaudited consolidated financial statements contain all adjustments consisting only
of a normal and recurring nature, which are considered necessary for a fair presentation of the
financial condition and results of operations for such periods. The unaudited consolidated
financial statements should be read in conjunction with the audited consolidated financial
statements and related notes included in the Companys annual report on Form 10-K for the year
ended December 31, 2007.The unaudited consolidated financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States of America (GAAP) for interim
financial statements and the instructions to Form 10-Q pursuant to Rule 10-01, Interim Financial
Statements, of Regulation S-X promulgated by the Securities and Exchange Commission (the SEC).
Accordingly, the unaudited consolidated financial statements do not include all of the disclosures
required by GAAP for complete financial statements. The December 31, 2007, consolidated balance
sheet was derived from audited financial statements, but does not include all disclosures required
by GAAP. Results as of and for the three and six month periods ended June 30, 2008, are not
necessarily indicative of results that may be expected for any other interim period or the year as
a whole.The results of operations for the three and six month periods ended June 30, 2008, include the
results of operations of United Commercial Bank (China) Limited (UCB China) (formerly known as
Business Development Bank Ltd.), which was acquired on December 11, 2007, and The Chinese American
Bank (CAB), which was acquired on May 23, 2007.Use of Estimates and Valuations in Preparation of Financial StatementsThe preparation of financial statements in conformity with GAAP requires management to make various
estimates that affect reported amounts and disclosures in our financial statements. These estimates
are used in measuring the fair value of certain financial instruments, mortgage servicing rights,
accounting for goodwill and identifiable intangibles, establishing our provision for loan losses,
valuing equity-based compensation awards and assessing the realizability of deferred income taxes.
Such estimates are based on available information and on judgments by management of the Company. As
such, actual results could differ from these estimates.Where available, fair value is based on or derived from observable market prices or parameters.
Where observable prices or parameters are not available, valuations from outsourced service
providers are generally obtained to assist the Company. The valuations performed by the service
providers to assist the Company involve some level of estimation and judgment, the degree of which
is dependent on the price transparency of the financial instrument being valued and the financial
instruments complexity. In particular, the tranches on our collateralized mortgage-backed
securities arising from our commercial real estate loan securitization, certain collateralized debt
obligations and mortgage-related asset-backed securities, and certain other investments have no
direct observable prices, and as a result, the related valuations that are obtained from third
parties require significant estimation and judgment and are therefore subject to significant
subjectivity. Reliance on the estimation and judgment process increases in adverse market
conditions with decreased liquidity and because of the lack of trading and the resulting lack of
clear and observable prices or parameters, such as those experienced during the second half of 2007
and the first half of 2008. If such conditions exist for the remainder of 2008, management of the
Company would expect continued reliance on these judgments.
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
 Fair ValuesEffective January 1, 2008, the Company determines the fair values of its financial instruments
based on the fair value hierarchy delineated in Statement of Financial Accounting Standards
(SFAS) No. 157, Fair Value Measurements(SFAS 157), which requires the Company to maximize the
use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
SFAS 157 describes three levels of inputs that may be used to measure fair value:Level 1: Quoted prices for identical financial assets or liabilities in active markets.Level 2: Quoted prices for similar financial assets or liabilities in active markets; quoted prices
for identical or similar financial assets or liabilities in markets that are not active; and
valuations derived by models in which the significant inputs and significant value drivers are
observable in active markets.Level 3: Valuations derived by models in which one or more significant inputs or significant value
drivers are unobservable. These unobservable assumptions reflect our own estimates of assumptions
that market participants would use in pricing the financial asset or liability.For more information regarding the fair value of the Companys financial instruments see Note 21 
Fair Values of Financial Assets and Liabilities.Allowance for Loan LossesThe allowance for loan losses represents our estimate of the losses that are inherent in the loans
held in portfolio. UCB continuously monitors the quality of its loan portfolio and maintains an
allowance for loan losses sufficient to absorb losses inherent in the portfolio. Loans held for
sale are excluded from any of the information included in Note 9, Loans Held in Portfolio and
Allowance for Loan Losses as these loans are marked-to-market and reserving for loan losses is not
applicable.In determining the general allowance, UCB applies loss factors, differentiated by an internal
credit risk rating system, to its major loan portfolio categories (based primarily on loan type).
The loss factors are developed from actual historic losses, and reflect comparative analysis with
peer group loss rates and expected losses, which is in turn based on estimated probabilities of
default and loss given default. The quantitative analysis also resulted in establishing a minimum
loss factor for each of the major loan portfolio categories to better reflect minimum inherent loss
in all portfolios including those with limited historic loss experience. Additionally, loss factors
incorporate qualitative adjustments that reflect an assessment of internal and external influences
on credit quality that have not yet been reflected in the historical loss or risk-rating data.
These influences may include elements such as portfolio credit quality trends and changes in
concentrations, growth, or credit underwriting. UCBs qualitative adjustments also include an
economic surcharge factor to adjust loss factors in recognition of the impact various
macro-economic factors have on portfolio performance.UCB also estimates a reserve related to unfunded commitments and other off-balance sheet credit
exposure. In assessing the adequacy of this reserve, UCB uses an approach similar to the approach
used in the development of the allowance for loan losses. The reserve for unfunded commitments is
included in other liabilities on the Consolidated Balance Sheets.Foreign Currency TranslationAssets, liabilities and operations of foreign branches and subsidiaries are recorded based on the
functional currency of each entity. For our Hong Kong branch and our Chinese wholly owned
subsidiary, UCB China, the functional

currency is the U.S. dollar. As such, the resulting remeasurement currency gains and losses on
foreign-denominated assets and liabilities are included in net income.
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
 ReclassificationsCertain reclassifications have been made to prior periods consolidated financial statements to
conform to the June 30, 2008, presentation.2.
    
    Recent Accounting PronouncementsAccounting for Fair Value MeasurementsEffective January 1, 2008, the Company adopted Statement of Financial Accounting Standards SFAS
157. SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP and
expands disclosures about fair value measurements. Fair value is defined under SFAS 157 as the
exchange price that would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. SFAS 157 also establishes a fair value
hierarchy which requires the Company to maximize the use of observable inputs and minimize the use
of unobservable inputs when measuring fair value. In February 2008, the FASB decided that an entity
need not apply this standard to nonfinancial assets and liabilities that are recognized or
disclosed at fair value in the financial statements on a nonrecurring basis until 2009.
Accordingly, our adoption of this standard in 2008 was limited to financial assets and liabilities.
The adoption of SFAS 157 did not have a material impact on the Companys financial position or
results of operations.In conjunction with the adoption of SFAS 157, the Company adopted SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities(SFAS 159). SFAS 159 provides an
irrevocable option to elect fair value for the initial and subsequent measurement for certain
financial assets and financial liabilities, on a contract-by-contract basis, with changes in fair
value reported in results of operations. The Company did not elect the fair value option for any of
its financial assets or financial liabilities on the adoption date. As such, the adoption of SFAS
159 did not have a material impact on the Companys financial position or results of operations.Disclosures about Derivative Instruments and Hedging ActivitiesSFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of
FASB No. 133(SFAS 161), was issued in March 2008. SFAS 161 requires qualitative disclosures
about objectives and strategies for using derivatives, quantitative disclosures about fair value
amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related
contingent features in derivative agreements. SFAS 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with early application
encouraged. Because SFAS 161 impacts the Companys disclosure
but not its accounting treatment for
derivative instruments, the Companys adoption of SFAS 161 will not impact its financial position
or results of operations.3.
    
    Investment AgreementOn October 7, 2007, UCBH and China Minsheng Banking Corp., Ltd., a Chinese joint stock commercial
bank (Minsheng), entered into an Investment Agreement (the Investment Agreement), pursuant to
which Minsheng will acquire 9.9% of the outstanding shares of UCBH common stock (calculated on a
post-closing basis) in two phases, with a mutual option to increase Minshengs ownership to 20.0%
(calculated on a post-closing basis).On March 5, 2008, UCBH and Minsheng completed the initial closing under the Investment Agreement
(the Initial Closing) and entered into a Voting Agreement (the Voting Agreement). UCBH sold
approximately 5.4 million
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
 newly issued shares of UCBH common stock, or 4.9% of the total outstanding shares (calculated on a
post-closing basis), at $17.79 per share, in exchange for $95.7 million in cash proceeds, $93.3
million after the payment of $2.4 million in closing costs. Under the Voting Agreement, Minsheng
agrees to vote the shares of UCBH it owns (the Shares) in favor of persons nominated and
recommended by the Board of Directors of UCBH (the Board) as directors of the Board and against
any person nominated for election as a director by any other person, except for persons designated
by Minsheng for nomination to the Board pursuant to an Investors Rights and Standstill Agreement
between UCBH and Minsheng (the Investors Rights Agreement). The Investors Rights Agreement
provides that following the Initial Closing, Minsheng will recommend one person to be appointed to
the Board in a newly created Board seat, and if Minshengs ownership of UCBH common stock is
increased to 20.0% (calculated on a post-closing basis) by mutual agreement, Minsheng will have the
right to recommend a second person to be appointed in another newly created Board seat. Under the
Voting Agreement, Minsheng also agrees to vote the Shares as directed by the Board except under
certain circumstances enumerated in the Voting Agreement.
 The Voting Agreement will terminate on the earliest of (i) the date when Minsheng no longer owns
any Shares, (ii) the October 7, 2010, expiration of the standstill period as set forth in the
Investors Rights Agreement or (iii) the termination of the Investment Agreement by Minsheng as a
result of a material breach of the Investment Agreement by UCBH.In the second phase, which is anticipated to close in the latter part of 2008, Minsheng will
increase its ownership to 9.9% (calculated on a post-closing basis) through, at the discretion of
UCBH, a combination of the purchase of secondary shares and/or the issuance of primary shares. By
June 30, 2009, conditioned upon mutual agreement and regulatory approvals, Minsheng may increase
its share ownership to 20.0% (calculated on a post-closing basis) through, at the discretion of
UCBH, a combination of the purchase of secondary shares and/or the issuance of primary shares.4.
    
    Cash and Due from BanksUCB is required to maintain cash reserves in a noninterest-bearing account at the Federal Reserve
Bank (FRB) of San Francisco. Through the FRB, the cash in this account in excess of UCBs reserve
requirement (Federal Funds) is available for overnight and one day period sales to other
institutions with accounts at the FRB. UCB received interest on these sales at the prevailing
federal funds rate. At June 30, 2008, and December 31, 2007, the reserve requirement was $10.3
million and $6.9 million, respectively.5.
    
    Securities Purchased Under Agreements to ResellInformation regarding outstanding securities purchased under agreements to resell (the Resell
Agreements) as of and for the six months ended June 30, 2008, and as of and for the year ended
December 31, 2007, were as follows (dollars in thousands):
 June 30,
    
    December 31,2008
    
    2007Average balance outstanding
    
    $
    150,000
    
    
    $
    158,863Maximum amount outstanding at any month end period
    
    
    150,000
    
    
    
    200,000Balance outstanding at end of period
    
    
    150,000
    
    
    
    150,000Weighted average interest rate during the period
    
    
    5.29
    %
    
    
    6.70
    %Weighted average interest rate at end of period
    
    
    5.87
    %
    
    
    6.21
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    8.71
    
    
    
    9.17
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 6. 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:Agency preferred stock
    
    $
    19,062
    
    
    $
    
    
    
    $
    (718
    )
    
    $
    18,344
    
    
    $
    4,232
    
    
    $
    (718
    )
    
    $
    
    
    
    $
    
    
    
    $
    4,232
    
    
    $
    (718
    )Collateralized debt
obligations
    
    
    26,117
    
    
    
    
    
    
    
    (7,078
    )
    
    
    19,039
    
    
    
    11,702
    
    
    
    (4,316
    )
    
    
    5,738
    
    
    
    (2,762
    )
    
    
    17,440
    
    
    
    (7,078
    )U.S. Government
sponsored enterprises
notes
    
    
    662,831
    
    
    
    505
    
    
    
    (7,086
    )
    
    
    656,250
    
    
    
    520,744
    
    
    
    (7,086
    )
    
    
    
    
    
    
    
    
    
    
    520,744
    
    
    
    (7,086
    )Municipals
    
    
    279,028
    
    
    
    3
    
    
    
    (13,639
    )
    
    
    265,392
    
    
    
    243,489
    
    
    
    (11,300
    )
    
    
    19,604
    
    
    
    (2,339
    )
    
    
    263,093
    
    
    
    (13,639
    )Other
    
    
    10,000
    
    
    
    
    
    
    
    (2,788
    )
    
    
    7,212
    
    
    
    
    
    
    
    
    
    
    
    7,212
    
    
    
    (2,788
    )
    
    
    7,212
    
    
    
    (2,788
    )Total investment
securities available for
sale
    
    
    997,038
    
    
    
    508
    
    
    
    (31,309
    )
    
    
    966,237
    
    
    
    780,167
    
    
    
    (23,420
    )
    
    
    32,554
    
    
    
    (7,889
    )
    
    
    812,721
    
    
    
    (31,309
    )Mortgage-backed
securities available for
sale:FNMA
    
    
    439,233
    
    
    
    1,474
    
    
    
    (7,953
    )
    
    
    432,754
    
    
    
    263,673
    
    
    
    (4,843
    )
    
    
    67,785
    
    
    
    (3,110
    )
    
    
    331,458
    
    
    
    (7,953
    )GNMA
    
    
    462,330
    
    
    
    11
    
    
    
    (12,878
    )
    
    
    449,463
    
    
    
    431,329
    
    
    
    (12,140
    )
    
    
    17,663
    
    
    
    (738
    )
    
    
    448,992
    
    
    
    (12,878
    )FHLMC
    
    
    177,698
    
    
    
    70
    
    
    
    (7,183
    )
    
    
    170,585
    
    
    
    85,176
    
    
    
    (3,069
    )
    
    
    79,369
    
    
    
    (4,114
    )
    
    
    164,545
    
    
    
    (7,183
    )CMBS
    
    
    349,575
    
    
    
    
    
    
    
    (8,545
    )
    
    
    341,030
    
    
    
    332,866
    
    
    
    (8,545
    )
    
    
    
    
    
    
    
    
    
    
    332,866
    
    
    
    (8,545
    )Other
    
    
    173,345
    
    
    
    2
    
    
    
    (7,167
    )
    
    
    166,180
    
    
    
    120,727
    
    
    
    (4,577
    )
    
    
    45,340
    
    
    
    (2,590
    )
    
    
    166,067
    
    
    
    (7,167
    )Total mortgage-backed
securities available for
sale
    
    
    1,602,181
    
    
    
    1,557
    
    
    
    (43,726
    )
    
    
    1,560,012
    
    
    
    1,233,771
    
    
    
    (33,174
    )
    
    
    210,157
    
    
    
    (10,552
    )
    
    
    1,443,928
    
    
    
    (43,726
    )Total investment and
mortgage-backed
securities available for
sale
    
    
    2,599,219
    
    
    
    2,065
    
    
    
    (75,035
    )
    
    
    2,526,249
    
    
    
    2,013,938
    
    
    
    (56,594
    )
    
    
    242,711
    
    
    
    (18,441
    )
    
    
    2,256,649
    
    
    
    (75,035
    )Investment securities
held to maturity:Municipal securities
    
    
    192,400
    
    
    
    3,571
    
    
    
    (665
    )
    
    
    195,306
    
    
    
    35,131
    
    
    
    (557
    )
    
    
    1,630
    
    
    
    (108
    )
    
    
    36,761
    
    
    
    (665
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    3,837
    
    
    
    
    
    
    
    (124
    )
    
    
    3,713
    
    
    
    
    
    
    
    
    
    
    
    3,713
    
    
    
    (124
    )
    
    
    3,713
    
    
    
    (124
    )GNMA
    
    
    50,770
    
    
    
    
    
    
    
    (1,420
    )
    
    
    49,350
    
    
    
    38,860
    
    
    
    (902
    )
    
    
    10,490
    
    
    
    (518
    )
    
    
    49,350
    
    
    
    (1,420
    )FHLMC
    
    
    415
    
    
    
    
    
    
    
    (13
    )
    
    
    402
    
    
    
    
    
    
    
    
    
    
    
    402
    
    
    
    (13
    )
    
    
    402
    
    
    
    (13
    )Total mortgage-backed
securities held to
maturity
    
    
    55,022
    
    
    
    
    
    
    
    (1,557
    )
    
    
    53,465
    
    
    
    38,860
    
    
    
    (902
    )
    
    
    14,605
    
    
    
    (655
    )
    
    
    53,465
    
    
    
    (1,557
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    247,422
    
    
    
    3,571
    
    
    
    (2,222
    )
    
    
    248,771
    
    
    
    73,991
    
    
    
    (1,459
    )
    
    
    16,235
    
    
    
    (763
    )
    
    
    90,226
    
    
    
    (2,222
    )Total securities
    
    $
    2,846,641
    
    
    $
    5,636
    
    
    $
    (77,257
    )
    
    $
    2,775,020
    
    
    $
    2,087,929
    
    
    $
    (58,053
    )
    
    $
    258,946
    
    
    $
    (19,204
    )
    
    $
    2,346,875
    
    
    $
    (77,257
    )
   -9-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
        -10-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(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:Agency preferred stock
    
    $
    23,466
    
    
    $
    
    
    
    $
    (3,317
    )
    
    $
    20,149
    
    
    $
    20,149
    
    
    $
    (3,317
    )
    
    $
    
    
    
    $
    
    
    
    $
    20,149
    
    
    $
    (3,317
    )Collateralized debt
obligations
    
    
    31,433
    
    
    
    
    
    
    
    (2,702
    )
    
    
    28,731
    
    
    
    12,364
    
    
    
    (2,163
    )
    
    
    7,960
    
    
    
    (539
    )
    
    
    20,324
    
    
    
    (2,702
    )U.S. Government
sponsored enterprises
notes
    
    
    446,916
    
    
    
    997
    
    
    
    (686
    )
    
    
    447,227
    
    
    
    174,453
    
    
    
    (498
    )
    
    
    51,804
    
    
    
    (188
    )
    
    
    226,257
    
    
    
    (686
    )Municipals
    
    
    246,632
    
    
    
    741
    
    
    
    (2,964
    )
    
    
    244,409
    
    
    
    160,048
    
    
    
    (2,964
    )
    
    
    
    
    
    
    
    
    
    
    160,048
    
    
    
    (2,964
    )Other
    
    
    10,000
    
    
    
    
    
    
    
    (1,050
    )
    
    
    8,950
    
    
    
    
    
    
    
    
    
    
    
    8,950
    
    
    
    (1,050
    )
    
    
    8,950
    
    
    
    (1,050
    )Total investment
securities available for
sale
    
    
    758,447
    
    
    
    1,738
    
    
    
    (10,719
    )
    
    
    749,466
    
    
    
    367,014
    
    
    
    (8,942
    )
    
    
    68,714
    
    
    
    (1,777
    )
    
    
    435,728
    
    
    
    (10,719
    )Mortgage-backed
securities available for
sale:FNMA
    
    
    559,979
    
    
    
    1,409
    
    
    
    (5,250
    )
    
    
    556,138
    
    
    
    13,288
    
    
    
    (30
    )
    
    
    291,258
    
    
    
    (5,220
    )
    
    
    304,546
    
    
    
    (5,250
    )GNMA
    
    
    77,478
    
    
    
    25
    
    
    
    (1,770
    )
    
    
    75,733
    
    
    
    3,505
    
    
    
    (84
    )
    
    
    71,735
    
    
    
    (1,686
    )
    
    
    75,240
    
    
    
    (1,770
    )FHLMC
    
    
    241,243
    
    
    
    102
    
    
    
    (5,471
    )
    
    
    235,874
    
    
    
    699
    
    
    
    (2
    )
    
    
    223,597
    
    
    
    (5,469
    )
    
    
    224,296
    
    
    
    (5,471
    )CMBS
    
    
    390,112
    
    
    
    835
    
    
    
    (5,499
    )
    
    
    385,448
    
    
    
    20,753
    
    
    
    (5,499
    )
    
    
    
    
    
    
    
    
    
    
    20,753
    
    
    
    (5,499
    )Other
    
    
    188,006
    
    
    
    148
    
    
    
    (2,458
    )
    
    
    185,696
    
    
    
    10,362
    
    
    
    (379
    )
    
    
    139,808
    
    
    
    (2,079
    )
    
    
    150,170
    
    
    
    (2,458
    )Total mortgage-backed
securities available for
sale
    
    
    1,456,818
    
    
    
    2,519
    
    
    
    (20,448
    )
    
    
    1,438,889
    
    
    
    48,607
    
    
    
    (5,994
    )
    
    
    726,398
    
    
    
    (14,454
    )
    
    
    775,005
    
    
    
    (20,448
    )Total investment and
mortgage-backed
securities available for
sale
    
    
    2,215,265
    
    
    
    4,257
    
    
    
    (31,167
    )
    
    
    2,188,355
    
    
    
    415,621
    
    
    
    (14,936
    )
    
    
    795,112
    
    
    
    (16,231
    )
    
    
    1,210,733
    
    
    
    (31,167
    )Investment securities
held to maturity:Municipal securities
    
    
    212,647
    
    
    
    6,016
    
    
    
    (32
    )
    
    
    218,631
    
    
    
    3,789
    
    
    
    (28
    )
    
    
    417
    
    
    
    (4
    )
    
    
    4,206
    
    
    
    (32
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    4,090
    
    
    
    
    
    
    
    (101
    )
    
    
    3,989
    
    
    
    
    
    
    
    
    
    
    
    3,989
    
    
    
    (101
    )
    
    
    3,989
    
    
    
    (101
    )GNMA
    
    
    54,326
    
    
    
    
    
    
    
    (1,071
    )
    
    
    53,255
    
    
    
    16,156
    
    
    
    (216
    )
    
    
    37,098
    
    
    
    (855
    )
    
    
    53,254
    
    
    
    (1,071
    )FHLMC
    
    
    422
    
    
    
    
    
    
    
    (11
    )
    
    
    411
    
    
    
    
    
    
    
    
    
    
    
    411
    
    
    
    (11
    )
    
    
    411
    
    
    
    (11
    )Total mortgage-backed
securities held to
maturity
    
    
    58,838
    
    
    
    
    
    
    
    (1,183
    )
    
    
    57,655
    
    
    
    16,156
    
    
    
    (216
    )
    
    
    41,498
    
    
    
    (967
    )
    
    
    57,654
    
    
    
    (1,183
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    271,485
    
    
    
    6,016
    
    
    
    (1,215
    )
    
    
    276,286
    
    
    
    19,945
    
    
    
    (244
    )
    
    
    41,915
    
    
    
    (971
    )
    
    
    61,860
    
    
    
    (1,215
    )Total securities
    
    $
    2,486,750
    
    
    $
    10,273
    
    
    $
    (32,382
    )
    
    $
    2,464,641
    
    
    $
    435,566
    
    
    $
    (15,180
    )
    
    $
    837,027
    
    
    $
    (17,202
    )
    
    $
    1,272,593
    
    
    $
    (32,382
    )
   -11-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 7. Securitization Activities
    8. Loans Held for Sale
  June 30,
    
    
    December 31,2008
    
    
    2007Commercial:Secured by real estate  nonresidential
    
    $
    1,699
    
    
    $
    175,474Business
    
    
    
    
    
    
    1,109Total commercial loans
    
    
    1,699
    
    
    
    176,583Consumer:Residential mortgage (one-to-four family)
    
    
    
    
    
    
    927Loans held for sale (1)
    
    
    1,699
    
    
    
    177,510Valuation allowance
    
    
    
    
    
    
    (373
    )Net loans held for sale
    
    $
    1,699
    
    
    $
    177,137
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase
premiums and discounts of $6,000 and $322,000 at June 30, 2008, and
December 31, 2007, respectively.  -12-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 9. Loans Held in Portfolio and Allowance for Loan Losses
  June 30,
    
    
    December 31,2008
    
    
    2007Commercial:Secured by real estate  nonresidential
    
    $
    2,574,649
    
    
    $
    2,317,501Secured by real estate  multifamily
    
    
    1,271,520
    
    
    
    1,186,177Construction
    
    
    1,890,452
    
    
    
    1,666,550Business
    
    
    2,336,819
    
    
    
    2,076,597Total commercial loans
    
    
    8,073,440
    
    
    
    7,246,825Consumer:Residential mortgage (one-to-four family)
    
    
    494,007
    
    
    
    518,674Other (1)
    
    
    76,414
    
    
    
    66,651Total consumer loans
    
    
    570,421
    
    
    
    585,325Loans held in portfolio (2)
    
    
    8,643,861
    
    
    
    7,832,150Allowance for loan losses
    
    
    (109,132
    )
    
    
    (80,584
    )Net loans held in portfolio
    
    $
    8,534,729
    
    
    $
    7,751,566
 
 (1)
    
    Amount includes deposit overdrafts of $4.7 million and $6.7 million
at June 30, 2008, and December 31, 2007, respectively.(2)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums
and discounts of $13.3 million and $17.9 million at June 30, 2008, and
December 31, 2007, respectively.  Three Months Ended June 30, 2008
    
    
    Three Months Ended June 30, 2007Allowance for
    
    
    
    
    
    
    
    
    
    
    Allowance forLosses - Unfunded
    
    
    
    
    
    
    
    
    Losses - UnfundedAllowance for
    
    
    Commitments
    
    
    Total Allowance for
    
    
    Allowance for
    
    
    Commitments
    
    
    Total Allowance forLoan Losses


    (1)


    Losses


    Loan Losses


    (1)


    LossesBalance at beginning of period
    
    $
    102,839
    
    
    $
    5,263
    
    
    $
    108,102
    
    
    $
    62,804
    
    
    $
    5,336
    
    
    $
    68,140Provision for losses
    
    
    32,488
    
    
    
    74
    
    
    
    32,562
    
    
    
    2,466
    
    
    
    (368
    )
    
    
    2,098Loans charged off
    
    
    (26,323
    )
    
    
    
    
    
    
    (26,323
    )
    
    
    (1,602
    )
    
    
    
    
    
    
    (1,602
    )Recoveries of loans previously charged off
    
    
    128
    
    
    
    
    
    
    
    128
    
    
    
    246
    
    
    
    
    
    
    
    246Adjustment  acquired through 
business
combinations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,825
    
    
    
    
    
    
    
    3,825Balance at end of period
    
    $
    109,132
    
    
    $
    5,337
    
    
    $
    114,469
    
    
    $
    67,739
    
    
    $
    4,968
    
    
    $
    72,707
 Six Months Ended June 30, 2008
    
    
    Six Months Ended June 30, 2007Allowance for
    
    
    
    
    
    
    
    
    
    
    Allowance forLosses - Unfunded
    
    
    
    
    
    
    
    
    Losses - UnfundedAllowance for
    
    
    Commitments
    
    
    Total Allowance for
    
    
    Allowance for
    
    
    Commitments
    
    
    Total Allowance forLoan Losses


    (1)


    Losses


    Loan Losses


    (1)


    LossesBalance at beginning of period
    
    $
    80,584
    
    
    $
    4,793
    
    
    $
    85,377
    
    
    $
    62,015
    
    
    $
    6,833
    
    
    $
    68,848Provision for losses
    
    
    67,087
    
    
    
    544
    
    
    
    67,631
    
    
    
    5,011
    
    
    
    (1,865
    )
    
    
    3,146Loans charged off
    
    
    (38,678
    )
    
    
    
    
    
    
    (38,678
    )
    
    
    (3,374
    )
    
    
    
    
    
    
    (3,374
    )Recoveries of loans previously charged off
    
    
    139
    
    
    
    
    
    
    
    139
    
    
    
    262
    
    
    
    
    
    
    
    262Adjustment  acquired through business
combinations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,825
    
    
    
    
    
    
    
    3,825Balance at end of period
    
    $
    109,132
    
    
    $
    5,337
    
    
    $
    114,469
    
    
    $
    67,739
    
    
    $
    4,968
    
    
    $
    72,707
 
 (1)
    
    Included in Other liabilities in the Consolidated Balance Sheets. -13-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
     10.
    
    Goodwill and Goodwill ImpairmentAssets and liabilities of companies acquired in purchase transactions are recorded at fair value at
the date of acquisition. Goodwill represents the excess purchase price over the fair value of net
assets acquired, plus any identifiable intangibles. Goodwill is not amortized but is reviewed for
potential impairment on an annual basis, or when events and circumstances indicate a potential
impairment. The impairment test is performed in two phases at the reporting unit level. The first
step compares the fair value of the reporting unit with its carrying amount, including goodwill. If
the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is
not considered impaired. However, if the carrying amount of the reporting unit exceeds its fair
value, an additional step has to be performed. The additional step compares the implied fair value
of the reporting units goodwill with the carrying amount of such goodwill. An impairment loss is
recorded to the extent that the carrying value of the goodwill exceeds its implied fair value.Our annual goodwill impairment analysis is conducted in
September. However, because of the continuing deteriorating market conditions during the second quarter of
2008, the Company determined that an interim goodwill analysis was
warranted. Therefore,
goodwill in our Domestic and International reporting units was tested for impairment beginning in
the latter part of June 2008. Based on the results of the step one procedures, it was determined
that the goodwill in the Companys Domestic reporting unit needed to be subjected to the step two
implied fair value methodology. Accordingly, the Company retained a third party valuation firm to
assist in making a final determination of potential impairment. Based on the results of the evaluation, management has determined that there is no goodwill impairment charge associated with the Domestic reporting unit.During the six months ended June 30, 2008, an adjustment of $1.1 million was recorded to reflect
the under-recognition of amortization in 2007 associated with a time deposit discount arising from
our acquisition of Summit Bank. The adjustment increased interest expense $1.1 million and
decreased goodwill by a like amount. The adjustment is the correction of an error that was identified in 2007 and is deemed immaterial to
the expected 2008 full year results of operations.
 -14-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 11.
    
    BorrowingsSecurities Sold Under Agreements to RepurchaseInformation regarding outstanding securities sold under agreements to repurchase (the Repurchase
Agreements) as of and for the six months ended June 30, 2008, and as of and for the year ended
December 31, 2007, were as follows (dollars in thousands):
 June 30,
    
    December 31,2008
    
    2007Average balance outstanding
    
    $
    761,223
    
    
    $
    400,615Maximum amount outstanding at any month end period
    
    
    850,000
    
    
    
    650,000Balance outstanding at end of period
    
    
    700,000
    
    
    
    650,000Weighted average interest rate during the period
    
    
    3.85
    %
    
    
    4.21
    %Weighted average interest rate at end of period
    
    
    3.86
    %
    
    
    4.04
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    8.20
    
    
    
    8.63
 Long-Term and Short-Term BorrowingsInformation regarding outstanding long-term and short-term borrowings as of and for the six months
ended June 30, 2008, and as of and for the year ended December 31, 2007, were as follows (dollars
in thousands):
 June 30,
    
    December 31,2008
    
    2007Short-term borrowings:Federal Home Loan Bank advances and other short-term borrowings:Average balance outstanding
    
    $
    694,525
    
    
    $
    299,713Maximum amount outstanding at any month end period
    
    
    806,815
    
    
    
    637,787Balance outstanding at end of period
    
    
    342,088
    
    
    
    414,532Weighted average interest rate during the period
    
    
    2.51
    %
    
    
    5.15
    %Weighted average interest rate at end of period
    
    
    2.24
    %
    
    
    4.05
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    0.03
    
    
    
    0.08Federal funds purchased:Balance outstanding at end of period
    
    $
    40,000
    
    
    $
    78,000Long-term borrowings:Federal Home Loan Bank advances and other long-term borrowings::Average balance outstanding
    
    $
    1,425,520
    
    
    $
    1,113,881Maximum amount outstanding at any month end period
    
    
    1,448,634
    
    
    
    1,372,190Balance outstanding at end of period
    
    
    1,393,987
    
    
    
    1,372,190Weighted average interest rate during the period
    
    
    4.43
    %
    
    
    4.69
    %Weighted average interest rate at end of period
    
    
    4.24
    %
    
    
    4.57
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    5.2
    
    
    
    5.2
 UCB maintains a secured credit facility with the Federal Home Loan Banks of San Francisco, Atlanta,
Boston and Seattle (collectively referred to as the FHLB) against which UCB may take advances.
The terms of this credit facility requires UCB to maintain in safekeeping with the FHLB eligible
collateral of at least 100% of outstanding
 -15-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 advances. Short-term and long-term borrowings with the FHLB totaled $185.0 million and $1.28
billion at June 30, 2008, and $236.0 million and $1.33 billion at December 31, 2007, respectively.
At June 30, 2008, the advances were secured with $714.0 million of mortgage-backed securities and
$3.70 billion of loans, and at December 31, 2007, $18.0 million of mortgage-backed securities and
$4.15 billion of loans secured the advances. At June 30, 2008, credit availability under this
facility was approximately $948.7 million.
 12.
    
    8.5% Non-Cumulative Perpetual Convertible Series B Preferred StockOn June 11, 2008, UCBH received proceeds of $135,000,000, less transaction costs of $4,700,000, from
the issuance of 135,000 shares of its 8.50% Non-Cumulative Perpetual Convertible Series B Preferred
Stock, par value $0.01 per share and with a liquidation preference of $1,000 per share (the Series
B Preferred Stock). The shares are subject to rights, preferences and privileges set forth in
UCBHs Certificate of Designations of 8.50% Non-Cumulative Perpetual Convertible Series B Preferred
Stock.The Series B Preferred Stock is not redeemable by UCBH or any holder or subject to any sinking fund
or similar provisions. Each Series B Preferred Stock share may be converted at any time, at the
option of the holder, into 236.1275 shares of UCBHs common stock, $0.01 par value (which reflects
an approximate initial conversion price of $4.24 per share of common stock), plus cash in lieu of
fractional shares, subject to anti-dilution adjustments.On or after June 15, 2013, if the closing price of UCBHs common stock exceeds 130% of the
then-applicable conversion price for 20 trading days (whether or not consecutive) during any period
of 30 consecutive trading days, UCBH may at its option cause some or all of the Series B Preferred
Stock to be automatically converted into common stock at the then prevailing conversion rate. UCBH
will provide notice of its election to cause conversion within five trading days of the end of the
30 consecutive trading day period.The shares of Series B Preferred Stock bear an 8.50% non-cumulative dividend payable quarterly,
when, as, and if declared by UCBHs board of directors or a duly authorized committee of UCBHs
board, on March 15, June 15, September 15 and December 15 of each year, beginning on September 15,
2008.The Series B Preferred Stock will rank, as to payment of dividends and distributions of assets upon
UCBHs liquidation, dissolution, or winding up, senior to UCBHs Series A Participating Preferred
Stock (Series A Preferred) and common stock.

Shares of Series A Preferred  are subject to rights,
preferences and privileges set forth  in the Companys
Certificate of Designation, Preferences and Rights of Series A
Participating Preferred Stock and may be issued in accordance with
the Rights Agreement, dated as of January 28, 2003, between UCBH and
Mellon Investor Services, LLC, as Rights Agent, as amended on March
5, 2008. As of the  filing of this Quarterly Report on Form 10-Q, no
shares of Series A Preferred have been issued.UCBHs Series B Preferred Stock is recorded as equity in accordance with SFAS No. 150, Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and Equity. See Note 13
for the effect of UCBHs Series B Preferred Stock on earnings per share.13.
    
    Earnings Per ShareThe antidilutive outstanding stock options of UCBH common stock that were excluded from the
computation of diluted earnings per share for the three months ended June 30, 2008 and 2007, were
14,148,716 shares and 5,755,967 shares, respectively, and for the six months ended June 30, 2008
and 2007, were 10,522,034 shares and 5,264,367 shares, respectively. The stock options of UCBH
common stock are considered antidilutive if assumed
 -16-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 proceeds per share exceed the average market price of UCBHs common stock during the relevant
periods. Assumed proceeds include proceeds from the exercise of stock options of UCBH common stock,
as well as unearned compensation and certain deferred tax benefits related to stock options.
 The reconciliation of the numerators and denominators of basic and diluted earnings per share for
the three and six months ended June 30, 2008 and 2007, is as follows (dollars in thousands, except
shares and per share amounts):
 Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountThree Months Ended
June 30, 2008Net income  basic
    
    $
    7,702
    
    
    
    110,457,115
    
    
    $
    0.07Effect of stock options
    
    
    
    
    
    
    270,435Effect of
non-cumulative
convertible preferred
stock
    
    
    
    
    
    
    7,005,981Net income  diluted
    
    $
    7,702
    
    
    
    117,733,531
    
    
    $
    0.07Three Months Ended
June 30, 2007Net income  basic
    
    $
    28,210
    
    
    
    101,517,209
    
    
    $
    0.28Effect of stock options
    
    
    
    
    
    
    3,410,479Net income  diluted
    
    $
    28,210
    
    
    
    104,927,688
    
    
    $
    0.27Six Months Ended
June 30, 2008Net income  basic
    
    $
    9,923
    
    
    
    108,292,689
    
    
    $
    0.09Effect of stock options
    
    
    
    
    
    
    1,154,047Effect of
non-cumulative
convertible preferred
stock
    
    
    
    
    
    
    3,502,990Net income  diluted
    
    $
    9,923
    
    
    
    112,949,726
    
    
    $
    0.09Six Months Ended
June 30, 2007Net income  basic
    
    $
    55,241
    
    
    
    100,629,147
    
    
    $
    0.55Effect of stock options
    
    
    
    
    
    
    3,461,909Net income  diluted
    
    $
    55,241
    
    
    
    104,091,056
    
    
    $
    0.53
 14.
    
    Stock-Based CompensationThe Company has one stock option plan, the 2006 Equity Incentive Plan, as amended (the Plan). The
Plan was approved by its stockholders and provides for the granting of stock-based compensation
awards, including options, to eligible officers, employees and directors of the Company. Stock
option awards are approved by UCBHs Board of Directors and are granted at the fair market value of
UCBHs common stock on the date of the grant. The options vest over a period determined at the time
the options are granted, generally three years of continuous service, and have a maximum term of
ten years. Certain option awards provide for accelerated vesting if there is a change in control,
as defined in the Plan. As of June 30, 2008, the Company had 2,335,283 shares of common stock
reserved for the issuance of options under the Plan.The Company used the modified prospective method of adoption. Under this adoption method,
compensation expense recognized subsequent to adoption includes (a) compensation cost for all
share-based payments granted prior to but not yet vested as of January 1, 2006, based on the grant
date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b)
compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the
grant date fair value estimated in accordance with the provisions of SFAS No. 123(R). Awards
granted after January 1, 2006, are valued at fair value in accordance with provisions of SFAS 123(R)
and recognized on a straight-line basis over the service periods of each award. No share-based
employee compensation cost has been reflected in the Companys results of operations prior to the
adoption of SFAS No. 123(R) and the results for prior periods have not been restated. The Company
estimated forfeiture rates based on its historical experience.
 
In order to estimate the fair value of stock options, the Company used the Black-Scholes option
valuation model, which was developed for use in estimating the fair value of publicly traded
options which have no vesting restrictions and are fully transferable. Option valuation models
require the input of highly subjective assumptions and these assumptions can vary over time.
 -17-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 Options outstanding under the Companys stock option plan as of June 30, 2008, and changes during
the three and six months ended June 30, 2008, were as follows (dollars in thousands, except
weighted average exercise price):
 Weighted AverageWeighted Average
    
    RemainingNumber of
    
    Exercise
    
    Contractual
    
    Aggregate IntrinsicShares
    
    Price
    
    Term
    
    ValueThree Months Ended
June 30, 2008Options
outstanding,
beginning of period
    
    
    14,688,604
    
    
    $
    13.67
    
    
    
    5.80
    
    
    $
    9,407Granted
    
    
    123,500
    
    
    
    6.80Exercised
    
    
    (24,200
    )
    
    
    1.92Expired
    
    
    (316,801
    )
    
    
    15.64Forfeited
    
    
    (21,833
    )
    
    
    15.79Options
outstanding, end of
period
    
    
    14,449,270
    
    
    $
    13.58
    
    
    
    5.59
    
    
    $
    191Shares exercisable, end of period
    
    
    11,987,051
    
    
    $
    13.41
    
    
    
    4.86
    
    
    $
    191Six Months Ended
June 30, 2008Options
outstanding,
beginning of period
    
    
    13,895,938
    
    
    $
    13.18
    
    
    
    5.38
    
    
    $
    47,713Granted
    
    
    1,619,000
    
    
    
    12.77Exercised
    
    
    (681,034
    )
    
    
    2.09Expired
    
    
    (347,035
    )
    
    
    15.96Forfeited
    
    
    (37,599
    )
    
    
    16.39Options
outstanding, end of period
    
    
    14,449,270
    
    
    $
    13.58
    
    
    
    5.59
    
    
    $
    191Shares exercisable, end of period
    
    
    11,987,051
    
    
    $
    13.41
    
    
    
    4.86
    
    
    $
    191
 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that
would have been received by all the option holders had all option holders exercised their
respective options on June 30, 2008. The amount of aggregate intrinsic value will change based on
the fair market value of the Companys common stock.The aggregate intrinsic value of options exercised during the three months ended June 30, 2008 and
2007, was $132,000 and $1.7 million, respectively, and $4.6 million and $4.9 million during the six
months ended June 30, 2008 and 2007, respectively. Cash received from option exercises for the six
months ended June 30, 2008 and 2007, was $1.4 million and $5.9 million, respectively. The tax
benefit realized for the tax deductions from option exercises for the six months ended June 30,
2008 and 2007, totaled $1.6 million and $1.2 million, respectively.The range of exercise prices for options outstanding at June 30, 2008, is as follows:
 Weighted Average
    
    Weighted Average
    
    
    
    
    
    Weighted AverageOptions
    
    Exercise
    
    Remaining
    
    Options
    
    ExerciseExercise Price
    
    Outstanding
    
    Price
    
    Life
    
    Exercisable
    
    Price$1.88-$1.99
    
    
    516,664
    
    
    $
    1.88
    
    
    
    0.79
    
    
    
    516,664
    
    
    $
    1.88$2.00-$5.99
    
    
    121,824
    
    
    
    2.91
    
    
    
    1.75
    
    
    
    121,824
    
    
    
    2.91$6.00-$6.99
    
    
    3,441,574
    
    
    
    6.15
    
    
    
    2.89
    
    
    
    3,411,074
    
    
    
    6.15$7.00-$8.99
    
    
    354,208
    
    
    
    7.19
    
    
    
    5.18
    
    
    
    261,208
    
    
    
    7.21$9.00-$10.99
    
    
    518,334
    
    
    
    10.11
    
    
    
    4.36
    
    
    
    518,334
    
    
    
    10.11$11.00-$13.99
    
    
    1,735,633
    
    
    
    13.14
    
    
    
    8.93
    
    
    
    279,633
    
    
    
    12.47$14.00-$15.99
    
    
    313,164
    
    
    
    15.10
    
    
    
    5.98
    
    
    
    254,166
    
    
    
    14.94$16.00-$18.09
    
    
    1,989,769
    
    
    
    17.31
    
    
    
    7.59
    
    
    
    1,240,111
    
    
    
    17.29$18.10-$19.99
    
    
    4,906,300
    
    
    
    18.84
    
    
    
    6.13
    
    
    
    4,832,237
    
    
    
    18.84$20.00-$21.99
    
    
    551,800
    
    
    
    21.05
    
    
    
    6.57
    
    
    
    551,800
    
    
    
    21.05Total/Average
    
    
    14,449,270
    
    
    
    13.58
    
    
    
    5.59
    
    
    
    11,987,051
    
    
    
    13.41
 As of June 30, 2008, there was $11.4 million of total unrecognized compensation cost, net of
estimated forfeitures, related to nonvested options under the Plan. Such cost is expected to be
recognized over the next three years. The total fair value of options that vested during the three
months ended June 30, 2008 and 2007, was $737,000 and $693,000, respectively, and $3.0 million and $2.0 million during the six months ended June 30, 2008
and 2007, respectively.
 -18-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 15. Income Taxes
    16. Related Party Transactions
  -19-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 17. Derivative Financial Instruments and Financial Instruments with Off-Balance-Sheet Risk
  June 30,
    
    December 31,2008
    
    2007Commitments to extend credit:Consumer (including residential mortgage)
    
    $
    93,573
    
    
    $
    101,978Commercial (excluding construction)
    
    
    1,681,340
    
    
    
    1,488,733Construction
    
    
    880,932
    
    
    
    1,101,515Letters of credit
    
    
    209,578
    
    
    
    183,792Foreign exchange contracts receivable
    
    
    (818,072
    )
    
    
    (806,310
    )Foreign exchange contracts payable
    
    
    818,072
    
    
    
    806,380Put options to buy
    
    
    30,054
    
    
    
    7,600Put options to sell
    
    
    (30,054
    )
    
    
    (7,600
    )Interest rate floor contract
    
    
    25,000
    
    
    
    25,000Unfunded CRA investment commitments
    
    
    3,733
    
    
    
    6,996Other
    
    
    1,513
    
    
    
    1,928Total
    
    $
    2,895,669
    
    
    $
    2,910,012
 18. Contingent Liabilities
  19. Supplemental Cash Flow Information
  2008
    
    2007Cash paid during the period for:Interest
    
    $
    188,364
    
    
    $
    180,874Income taxes
    
    
    1,081
    
    
    
    34,426Noncash investing and financing activities:Transfer of loans from held for sale to held in portfolio
    
    $
    147,340
    
    
    $
    44,779Transfer of loans to held for sale from held in portfolio
    
    
    34,250
    
    
    
    44,413Transfer of other real estate owned to other assets from loans held in portfolio
    
    
    4,630
    
    
    
    419Loan securitizations:Loans originated in held in portfolio sold
    
    
    110,832
    
    
    
    Mortgage-backed securities acquired
    
    
    (109,977
    )
    
    
    Mortgage servicing rights acquired
    
    
    (855
    )
    
    
    
 20. Segment Information
  -20-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
   Domestic
    
    
    
    
    
    Total
    
    UCBH Holdings,Banking
    
    Other
    
    Segments
    
    Inc.
    
    Intersegment
    
    ConsolidatedThree Months Ended June 30, 
2008:Total interest and dividend income
    
    $
    168,162
    
    
    $
    20,102
    
    
    $
    188,264
    
    
    $
    
    
    
    $
    (8,828
    )
    
    $
    179,436Net interest income (expense)
    
    
    88,245
    
    
    
    7,416
    
    
    
    95,661
    
    
    
    (4,517
    )
    
    
    
    
    
    
    91,144Net income (loss)
    
    
    2,881
    
    
    
    3,893
    
    
    
    6,774
    
    
    
    7,702
    
    
    
    (6,774
    )
    
    
    7,702Three Months Ended June 30, 
2007:Total interest and dividend income
    
    $
    174,127
    
    
    $
    8,642
    
    
    $
    182,769
    
    
    $
    1
    
    
    $
    (9,055
    )
    
    $
    173,715Net interest income (expense)
    
    
    81,145
    
    
    
    2,717
    
    
    
    83,862
    
    
    
    (5,127
    )
    
    
    
    
    
    
    78,735Net income (loss)
    
    
    32,310
    
    
    
    174
    
    
    
    32,484
    
    
    
    28,216
    
    
    
    (32,490
    )
    
    
    28,210Six Months Ended June 30, 
2008:Total interest and dividend income
    
    $
    338,093
    
    
    $
    43,448
    
    
    $
    381,541
    
    
    $
    3
    
    
    $
    (20,364
    )
    
    $
    361,180Net interest income (expense)
    
    
    167,890
    
    
    
    16,051
    
    
    
    183,941
    
    
    
    (9,700
    )
    
    
    
    
    
    
    174,241Net income (loss)
    
    
    7,457
    
    
    
    9,901
    
    
    
    17,358
    
    
    
    9,923
    
    
    
    (17,358
    )
    
    
    9,923Six Months Ended June 30, 
2007:Total interest and dividend income
    
    $
    332,732
    
    
    $
    17,076
    
    
    $
    349,808
    
    
    $
    3
    
    
    $
    (12,150
    )
    
    $
    337,661Net interest income (expense)
    
    
    156,568
    
    
    
    5,707
    
    
    
    162,275
    
    
    
    (9,710
    )
    
    
    
    
    
    
    152,565Net income (loss)
    
    
    62,212
    
    
    
    1,122
    
    
    
    63,334
    
    
    
    55,247
    
    
    
    (63,340
    )
    
    
    55,241
 21. Fair Values of Financial Assets and Liabilities
   Level 1
 Level 2
 Level 3
 -21-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 Determination of Fair Value
      Agency Preferred and Exchange Traded Equity Securities
 Commercial Mortgage Backed Securities (CMBS) and Asset Backed Securities (ABS)
  -22-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
   U.S. Government and Agency Securities
 Municipal Bonds
 Loans Held for Sale
 Mortgage Servicing Rights (MSRs) Effective Date of FASB Statement No. 157
 Impaired Loans Accounting by Creditors for Impairment of a Loan
 Derivative Contracts
 -23-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
  Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Investment and
mortgage-backed
securities available for
sale
    
    $
    2,526,249
    
    
    $
    18,344
    
    
    $
    2,456,020
    
    
    $
    51,885Mortgage servicing rights
    
    
    15,636
    
    
    
    
    
    
    
    
    
    
    
    15,636Net other financial
assets (1)
    
    
    3,165
    
    
    
    
    
    
    
    3,165
    
    
    
    Total
    
    $
    2,545,050
    
    
    $
    18,344
    
    
    $
    2,459,185
    
    
    $
    67,521Net other financial
liabilities
(1)
    
    $
    (2,143
    )
    
    $
    
    
    
    $
    (2,143
    )
    
    $
    
 
 (1)
    
    Derivatives are included in this category.  Total UnrealizedGains (Losses)Realized Gains
    
    
    Included in Other
    
    
    Purchased, Sales,(Losses) Included
    
    
    Comprehensive
    
    
    Other Settlements
    
    
    Transfers In and/orBeginning Balance
    
    
    in Income
    
    
    Income
    
    
    and Issuances, Net
    
    
    (Out) of Level 3
    
    
    Ending BalanceThree Months Ended
June 30, 2008Investment
securities
available for sale
    
    $
    50,590
    
    
    $
    (6,469
    )
    
    $
    89
    
    
    $
    (474
    )
    
    $
    8,149
    (2)
    
    $
    51,885Mortgage servicing
rights
    
    
    16,075
    
    
    
    (94
    )
    
    
    
    
    
    
    (345
    )(1)
    
    
    
    
    
    
    15,636Total assets
    
    $
    66,665
    
    
    $
    (6,563
    )
    
    $
    89
    
    
    $
    (819
    )
    
    $
    8,149
    
    
    $
    67,521Six Months Ended
June 30, 2008Investment
securities
available for sale
    
    $
    59,029
    
    
    $
    (10,260
    )
    
    $
    (3,011
    )
    
    $
    (2,022
    )
    
    $
    8,149
    (2)
    
    $
    51,885Mortgage servicing
rights
    
    
    17,070
    
    
    
    (347
    )
    
    
    
    
    
    
    (1,087
    )(1)
    
    
    
    
    
    
    15,636Total assets
    
    $
    76,099
    
    
    $
    (10,607
    )
    
    $
    (3,011
    )
    
    $
    (3,109
    )
    
    $
    8,149
    
    
    $
    67,521
 
 (1)
    
    Includes change in fair value.(2)
    
    The Company classified the residual tranche of its CMBS from Level 2 to Level 3. The
Level 3 net transfers in for available-for-sale securities primarily
relates to decreased observability of inputs on certain bonds. -24-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
  Total Realized
    
    
    Financial StatementTotal
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    Gains (Losses)
    
    
    EffectLoans held for sale
    
    $
    1,699
    
    
    $
    
    
    
    $
    
    
    
    $
    1,699
    
    
    $
    (1,428
    )
    
    Income StatementImpaired loans
    
    
    325,621
    
    
    
    
    
    
    
    
    
    
    
    325,621
    
    
    
    (13,661
    )
    
    Income Statement
 22. Subsequent Events
 
 -25-




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 FORWARD LOOKING STATEMENTS
 This document, including information included or incorporated by reference in this document,
contains certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future
events and include, among other things:
 
    
    statements with respect to UCBH Holdings, Inc. and its consolidated subsidiaries
(collectively, the Company) beliefs, plans, objectives, goals, guidelines, expectations,
anticipations, and future financial condition, results of operations and performance; and
    
    statements preceded or identified by words, such as expects, anticipates, intends,
plans, believes, seeks, estimates, will, should, could, projects and may,
might 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 financial market conditions, either nationally, internationally or locally in
areas in which the Company conducts its operations;
    
    changes in political and economic conditions, including the economic effects of terrorist
attacks against the United States and related events;
    
    further expansion into China, as well as new Asia Pacific market areas;
    
    fluctuations in the equity and fixed-income markets;
    
    changes in interest rates and the resultant impact on our net interest margin;
    
    asset and liability sensitivity of our balance sheet;
    
    acquisitions and integration of acquired businesses;
    
    deterioration in asset or credit quality;
    
    increases in the levels of losses, customer bankruptcies, claims and assessments;
    
    recovery of unrealized losses from investments and mortgage-backed securities;
    
    deposit renewals and ability to attract and retain core deposits;
    
    the availability and cost of capital;
    
    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;
    
    the potential effects of technological changes;
    
    legislation or regulatory changes, both domestically as well as internationally, which
adversely affect the Companys operations and businesses;
    
    the Companys ability to meet regulatory requirements; and
    
    changes in accounting principles generally accepted in the United States of America.
 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
 -26-




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##### Table of Contents



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.
 MANAGEMENT OVERVIEW
    CORPORATE DEVELOPMENTS
 Investment Agreement with China Minsheng Banking Corp., Ltd.
   -27-




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##### Table of Contents



8.5% Non-Cumulative Perpetual Convertible Series B Preferred Stock
     Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and Equity
 CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  -28-




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Allowance for Loan Losses
         -29-




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##### Table of Contents



Impaired Loans
  Valuations of Financial Instruments
    -30-




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##### Table of Contents



Goodwill
      Income Taxes
  -31-




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##### Table of Contents



Recent Accounting Pronouncements
 Accounting for Fair Value Measurements
 Fair Value Measurements
 The Fair Value
Option for Financial Assets and Financial Liabilities
 Disclosures about Derivative Instruments and Hedging Activities
 Disclosures about Derivative Instruments and Hedging Activities  an amendment of
FASB No. 133
 -32-




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##### Table of Contents



RESULTS OF OPERATIONS
 Financial Highlights
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,Increase (Decrease)
    
    
    
    
    
    
    
    
    
    
    Increase (Decrease)2008
    
    
    2007
    
    
    Amount
    
    
    %
    
    
    2008
    
    
    2007
    
    
    Amount
    
    
    %Operating Data:Total interest and dividend income
    
    $
    179,436
    
    
    $
    173,715
    
    
    $
    5,721
    
    
    
    3.29
    %
    
    $
    361,180
    
    
    $
    337,661
    
    
    $
    23,519
    
    
    
    6.97
    %Total interest expense
    
    
    88,292
    
    
    
    94,980
    
    
    
    (6,688
    )
    
    
    (7.04
    )
    
    
    186,939
    
    
    
    185,096
    
    
    
    1,843
    
    
    
    1.00Net interest income
    
    
    91,144
    
    
    
    78,735
    
    
    
    12,409
    
    
    
    15.76
    
    
    
    174,241
    
    
    
    152,565
    
    
    
    21,676
    
    
    
    14.21Provision for loan losses
    
    
    32,562
    
    
    
    2,098
    
    
    
    30,464
    
    
    
    1,452.05
    
    
    
    67,631
    
    
    
    3,146
    
    
    
    64,485
    
    
    
    2,049.75Net interest income after 
provision
for loan losses
    
    
    58,582
    
    
    
    76,637
    
    
    
    (18,055
    )
    
    
    (23.56
    )
    
    
    106,610
    
    
    
    149,419
    
    
    
    (42,809
    )
    
    
    (28.65
    )Total noninterest income (loss)
    
    
    (1,332
    )
    
    
    9,924
    
    
    
    (11,256
    )
    
    
    (113.42
    )
    
    
    2,225
    
    
    
    22,369
    
    
    
    (20,144
    )
    
    
    (90.05
    )Total noninterest expense
    
    
    49,085
    
    
    
    42,821
    
    
    
    6,264
    
    
    
    14.63
    
    
    
    97,637
    
    
    
    86,716
    
    
    
    10,921
    
    
    
    12.59Income before income tax expense
    
    
    8,165
    
    
    
    43,740
    
    
    
    (35,575
    )
    
    
    (81.33
    )
    
    
    11,198
    
    
    
    85,072
    
    
    
    (73,874
    )
    
    
    86.84Income tax expense
    
    
    463
    
    
    
    15,530
    
    
    
    (15,067
    )
    
    
    (97.02
    )
    
    
    1,275
    
    
    
    29,831
    
    
    
    (28,556
    )
    
    
    (95.73
    )Net income
    
    $
    7,702
    
    
    $
    28,210
    
    
    $
    (20,508
    )
    
    
    (72.70
    )
    
    $
    9,923
    
    
    $
    55,241
    
    
    $
    (45,318
    )
    
    
    (82.04
    )Per Share Data:Basic earnings per share
    
    $
    0.07
    
    
    $
    0.28
    
    
    
    (0.21
    )
    
    
    (75.00
    )%
    
    $
    0.09
    
    
    $
    0.55
    
    
    
    (0.46
    )
    
    
    (83.64
    )%Diluted earnings per share
    
    
    0.07
    
    
    
    0.27
    
    
    
    (0.20
    )
    
    
    (74.07
    )
    
    
    0.09
    
    
    
    0.53
    
    
    
    (0.44
    )
    
    
    (83.02
    )Dividends declared per share
    
    
    0.040
    
    
    
    0.030
    
    
    
    (0.01
    )
    
    
    33.33
    
    
    
    0.080
    
    
    
    0.060
    
    
    
    (0.02
    )
    
    
    33.33Select Operating Ratios:Return on average assets
    
    
    0.24
    %
    
    
    1.10
    %
    
    
    (86
    )*
    
    
    (78.18
    )%
    
    
    0.16
    %
    
    
    1.10
    %
    
    
    (94
    )*
    
    
    (85.45
    )%Return on average equity
    
    
    2.83
    
    
    
    12.90
    
    
    
    (1,007
    )
    
    
    (78.06
    )
    
    
    1.91
    
    
    
    13.11
    
    
    
    (1,120
    )
    
    
    (85.43
    )Efficiency ratio (1)
    
    
    54.65
    
    
    
    48.30
    
    
    
    635
    
    
    
    13.15
    
    
    
    55.33
    
    
    
    49.57
    
    
    
    576
    
    
    
    11.62Noninterest expense to average
assets
    
    
    1.53
    
    
    
    1.67
    
    
    
    (14
    )
    
    
    (8.38
    )
    
    
    1.56
    
    
    
    1.72
    
    
    
    (16
    )
    
    
    (9.30
    )Average equity to average assets
    
    
    8.47
    
    
    
    8.53
    
    
    
    (6
    )
    
    
    (0.70
    )
    
    
    8.30
    
    
    
    8.36
    
    
    
    (6
    )
    
    
    (0.72
    )Dividend payout ratio (2)
    
    
    57.14
    
    
    
    11.11
    
    
    
    4,603
    
    
    
    414.31
    
    
    
    88.89
    
    
    
    11.32
    
    
    
    7,757
    
    
    
    685.25Net loan charge-offs to average

loans held in
portfolio(4)
    
    
    1.24
    
    
    
    0.08
    
    
    
    116
    
    
    
    1,450.00
    
    
    
    0.94
    
    
    
    0.09
    
    
    
    85
    
    
    
    944.44Interest rate spread (3)
    
    
    2.85
    
    
    
    2.87
    
    
    
    (2
    )
    
    
    (0.70
    )
    
    
    2.76
    
    
    
    2.82
    
    
    
    (6
    )
    
    
    (2.13
    )Net interest margin (3)
    
    
    3.17
    
    
    
    3.35
    
    
    
    (18
    )
    
    
    (5.37
    )
    
    
    3.11
    
    
    
    3.30
    
    
    
    (19
    )
    
    
    (5.76
    )
 June 30,
    
    
    December 31,
    
    
    Increase (Decrease)2008
    
    
    2007
    
    
    Amount
    
    
    %Financial Condition and Other Data:Loans held in portfolio, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    8,534,729
    
    
    $
    7,751,566
    
    
    $
    783,163
    
    
    
    10.10
    %Securities purchased under agreements to resell
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    150,000
    
    
    
    
    
    
    
    Securities available for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,526,249
    
    
    
    2,188,355
    
    
    
    337,894
    
    
    
    15.44Securities held to maturity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    247,422
    
    
    
    271,485
    
    
    
    (24,063
    )
    
    
    (8.86
    )Total assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,871,122
    
    
    
    11,803,566
    
    
    
    1,067,556
    
    
    
    9.04Deposits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,694,524
    
    
    
    7,781,240
    
    
    
    913,284
    
    
    
    11.74Securities sold under
agreements to repurchase
    
    
    
    
    
    
    
    
    
    700,000
    
    
    
    650,000
    
    
    
    50,000
    
    
    
    7.69Subordinated debentures
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    406,506
    
    
    
    406,615
    
    
    
    (109
    )
    
    
    (0.03
    )Short-term borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    342,088
    
    
    
    414,532
    
    
    
    (72,444
    )
    
    
    (17.48
    )Federal funds purchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    78,000
    
    
    
    (38,000
    )
    
    
    (48.72
    )Long-term borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,393,987
    
    
    
    1,372,190
    
    
    
    21,797
    
    
    
    1.59Total liabilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,701,545
    
    
    
    10,836,463
    
    
    
    865,082
    
    
    
    7.98Stockholders equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,169,577
    
    
    
    967,103
    
    
    
    202,474
    
    
    
    20.94Nonperforming assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,002
    
    
    
    57,029
    
    
    
    142,973
    
    
    
    250.70Ratio of stockholders equity to total assets
    
    
    
    
    
    
    
    
    
    9.09
    %
    
    
    8.19
    %
    
    
    90
    *
    
    
    10.99
    %Asset Quality Data:Loan delinquency ratio
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.75
    %
    
    
    0.89
    %
    
    
    86
    *
    
    
    96.63
    %Nonperforming assets to total assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.55
    
    
    
    0.48
    
    
    
    107
    
    
    
    222.92Nonperforming loans to loans
held in portfolio
    
    
    
    
    
    
    
    
    
    2.27
    
    
    
    0.68
    
    
    
    159
    
    
    
    233.82Allowance for loan losses to loans held in
portfolio
    
    
    
    
    
    
    
    
    
    1.26
    
    
    
    1.03
    
    
    
    23
    
    
    
    22.33Allowance for loan losses
to nonperforming
loans
    
    
    
    
    
    
    
    
    
    55.69
    
    
    
    151.52
    
    
    
    (9,583
    )
    
    
    (63.25
    )Total loan to deposit ratio
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99.44
    
    
    
    102.93
    
    
    
    (349
    )
    
    
    (3.39
    )Bank Regulatory Capital Ratios:United Commercial Bank and
subsidiaries:Tier 1 risk-based capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9.69
    %
    
    
    8.55
    %
    
    
    114
    *
    
    
    13.33
    %Total risk-based capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.10
    
    
    
    10.80
    
    
    
    130
    
    
    
    12.04Tier 1 leverage
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7.77
    
    
    
    7.42
    
    
    
    35
    
    
    
    4.72UCBH Holdings, Inc. and
subsidiaries:Tier 1 risk-based capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10.40
    
    
    
    8.51
    
    
    
    189
    
    
    
    22.21Total risk-based capital
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12.81
    
    
    
    10.76
    
    
    
    205
    
    
    
    19.05Tier 1 leverage ratio
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.33
    
    
    
    7.39
    
    
    
    94
    
    
    
    12.72
 
 (1)
    
    Represents noninterest expense divided by the total of our net interest income
before provision for loan losses and our noninterest income.(2)
    
    Dividends declared per share as a percentage of diluted earnings per share.(3)
    
    Calculated on a tax equivalent basis. Interest income from tax-exempt investment
securities calculated on a tax equivalent basis was $9.4 million and $5.1 million for the
three months ended June 30, 2008 and 2007, respectively, and $18.5 million and $10.2 million
for the six months ended June 30, 2008 and 2007, respectively.(4)
    
    Calculated on an annualized basis.*
    
    Basis point -33-




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##### Table of Contents



Impact of Economic and Credit Market Conditions  Overview
  Three Months Ended June 30, 2008, Compared to Three Months Ended June 30, 2007
  -34-




---



##### Table of Contents



Net Interest Income and Net Interest Margin
 2008
    
    
    2007Average
    
    
    
    
    
    
    
    
    
    
    AverageInterest
    
    
    Yields
    
    
    
    
    
    
    Interest
    
    
    YieldsAverage
    
    
    Income/
    
    
    Earned/
    
    
    Average
    
    
    Income/
    
    
    Earned/Balance
    
    
    Expense
    
    
    Rates Paid
    
    
    Balance
    
    
    Expense
    
    
    Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans (1)(2)
    
    $
    8,517,993
    
    
    $
    135,214
    
    
    
    6.38
    %
    
    $
    7,246,834
    
    
    $
    143,263
    
    
    
    7.91
    %Taxable securities (3)
    
    
    2,449,836
    
    
    
    31,848
    
    
    
    5.23
    
    
    
    1,653,088
    
    
    
    20,657
    
    
    
    5.00Tax exempt securities (3)
    
    
    489,973
    
    
    
    6,135
    
    
    
    5.04
    
    
    
    273,753
    
    
    
    3,295
    
    
    
    4.81FHLB Stock
    
    
    99,093
    
    
    
    1,549
    
    
    
    6.29
    
    
    
    73,007
    
    
    
    875
    
    
    
    4.79Securities purchased under agreements to resell
    
    
    150,000
    
    
    
    1,885
    
    
    
    5.05
    
    
    
    162,088
    
    
    
    2,229
    
    
    
    5.50Other
    
    
    269,407
    
    
    
    2,805
    
    
    
    4.19
    
    
    
    196,115
    
    
    
    3,395
    
    
    
    6.92Total interest-earning assets
    
    
    11,976,302
    
    
    
    179,436
    
    
    
    6.03
    
    
    
    9,604,885
    
    
    
    173,714
    
    
    
    7.23Noninterest-earning assets
    
    
    883,992
    
    
    
    
    
    
    
    
    
    
    
    646,552
    
    
    
    Total assets
    
    $
    12,860,294
    
    
    $
    179,436
    
    
    
    
    
    
    $
    10,251,437
    
    
    $
    173,714Interest-bearing liabilities:Deposits:NOW, checking and money market accounts
    
    $
    1,527,002
    
    
    $
    8,038
    
    
    
    2.12
    
    
    $
    1,510,434
    
    
    $
    12,877
    
    
    
    3.41Savings accounts
    
    
    700,980
    
    
    
    1,266
    
    
    
    0.73
    
    
    
    715,012
    
    
    
    2,008
    
    
    
    1.12Time deposits
    
    
    5,285,936
    
    
    
    46,794
    
    
    
    3.56
    
    
    
    4,315,402
    
    
    
    53,629
    
    
    
    4.97Total interest-bearing deposits
    
    
    7,513,918
    
    
    
    56,098
    
    
    
    3.00
    
    
    
    6,540,848
    
    
    
    68,514
    
    
    
    4.19Securities sold under agreements to repurchase
    
    
    733,462
    
    
    
    6,080
    
    
    
    3.33
    
    
    
    319,616
    
    
    
    3,420
    
    
    
    4.28Short-term borrowings and federal funds purchased
    
    
    826,595
    
    
    
    5,010
    
    
    
    2.44
    
    
    
    284,648
    
    
    
    4,477
    
    
    
    6.30Long-term borrowings
    
    
    1,326,753
    
    
    
    15,346
    
    
    
    4.65
    
    
    
    1,138,303
    
    
    
    13,318
    
    
    
    4.68Subordinated debentures
    
    
    406,538
    
    
    
    5,758
    
    
    
    5.70
    
    
    
    268,197
    
    
    
    5,251
    
    
    
    7.83Total interest-bearing liabilities
    
    
    10,807,266
    
    
    
    88,292
    
    
    
    3.29
    
    
    
    8,551,612
    
    
    
    94,980
    
    
    
    4.44Noninterest-bearing deposits
    
    
    820,507
    
    
    
    
    
    
    
    
    
    
    
    734,189
    
    
    
    Other noninterest-bearing liabilities
    
    
    142,915
    
    
    
    
    
    
    
    
    
    
    
    91,113
    
    
    
    Stockholders equity
    
    
    1,089,606
    
    
    
    
    
    
    
    
    
    
    
    874,523
    
    
    
    Total liabilities and stockholders equity
    
    $
    12,860,294
    
    
    $
    88,292
    
    
    
    
    
    
    $
    10,251,437
    
    
    $
    94,980Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,169,036
    
    
    $
    91,144
    
    
    
    2.74
    %
    
    $
    1,053,273
    
    
    $
    78,734
    
    
    
    2.79
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.06
    %
    
    
    
    
    
    
    
    
    
    
    3.28
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    1.11x
    
    
    
    
    
    
    
    
    
    
    
    1.12xTax equivalent basis:Total interest-earning assets (6)
    
    $
    11,976,302
    
    
    $
    182,739
    
    
    
    6.14
    %
    
    $
    9,604,885
    
    
    $
    175,487
    
    
    
    7.31
    %Total interest-bearing liabilities
    
    
    10,807,266
    
    
    
    88,292
    
    
    
    3.29
    
    
    
    8,551,612
    
    
    
    94,980
    
    
    
    4.44Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,169,036
    
    
    $
    94,447
    
    
    
    2.85
    %
    
    $
    1,053,273
    
    
    $
    80,507
    
    
    
    2.87
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.17
    %
    
    
    
    
    
    
    
    
    
    
    3.35
    %Average cost of deposits:Total interest-bearing deposits
    
    $
    7,513,918
    
    
    $
    56,098
    
    
    
    3.00
    %
    
    $
    6,540,848
    
    
    $
    68,514
    
    
    
    4.19
    %Noninterest-bearing deposits
    
    
    820,507
    
    
    
    
    
    
    
    
    
    
    
    734,189
    
    
    
    Total deposits
    
    $
    8,334,425
    
    
    $
    56,098
    
    
    
    2.71
    %
    
    $
    7,275,037
    
    
    $
    68,514
    
    
    
    3.77
    %
 
 (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 $9.4 million and $5.1 million
for the three months ended June 30, 2008 and 2007, respectively.  -35-




---



##### Table of Contents



Provision for Loan Losses
 Noninterest Income
 Noninterest Expense
 Income Tax Expense
 Six Months Ended June 30, 2008, Compared to Six Months Ended June 30, 2007
  -36-




---



##### Table of Contents



Net Interest Income and Net Interest Margin
 -37-




---



##### Table of Contents



Six Months Ended June 30, 2008
    
    
    Six Months Ended June 30, 2007Average
    
    
    
    
    
    
    
    
    
    
    AverageInterest
    
    
    Yields
    
    
    
    
    
    
    Interest
    
    
    YieldsAverage
    
    
    Income/
    
    
    Earned/
    
    
    Average
    
    
    Income/
    
    
    Earned/Balance
    
    
    Expense
    
    
    Rates Paid
    
    
    Balance
    
    
    Expense
    
    
    Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans (1)(2)
    
    $
    8,343,155
    
    
    $
    276,105
    
    
    
    6.66
    %
    
    $
    7,044,144
    
    
    $
    274,915
    
    
    
    7.81
    %Taxable securities (3)
    
    
    2,361,795
    
    
    
    60,608
    
    
    
    5.16
    
    
    
    1,754,593
    
    
    
    44,171
    
    
    
    5.03Tax exempt securities (3)
    
    
    483,330
    
    
    
    12,023
    
    
    
    5.00
    
    
    
    274,212
    
    
    
    6,601
    
    
    
    4.81FHLB Stock
    
    
    97,086
    
    
    
    2,826
    
    
    
    5.85
    
    
    
    70,917
    
    
    
    1,797
    
    
    
    5.07Securities purchased under agreements to resell
    
    
    150,000
    
    
    
    3,965
    
    
    
    5.32
    
    
    
    143,785
    
    
    
    4,493
    
    
    
    6.25Other
    
    
    258,505
    
    
    
    5,653
    
    
    
    4.40
    
    
    
    175,202
    
    
    
    5,684
    
    
    
    6.49Total interest-earning assets
    
    
    11,693,871
    
    
    
    361,180
    
    
    
    6.21
    
    
    
    9,462,853
    
    
    
    337,661
    
    
    
    7.14Noninterest-earning assets
    
    
    858,845
    
    
    
    
    
    
    
    
    
    
    
    623,624
    
    
    
    Total assets
    
    $
    12,552,716
    
    
    $
    361,180
    
    
    
    
    
    
    $
    10,086,477
    
    
    $
    337,661Interest-bearing liabilities:Deposits:NOW, checking and money market accounts
    
    $
    1,525,862
    
    
    $
    18,195
    
    
    
    2.40
    
    
    $
    1,494,576
    
    
    $
    25,354
    
    
    
    3.39Savings accounts
    
    
    727,635
    
    
    
    2,686
    
    
    
    0.74
    
    
    
    703,571
    
    
    
    3,734
    
    
    
    1.06Time deposits
    
    
    4,952,151
    
    
    
    98,331
    
    
    
    3.99
    
    
    
    4,273,372
    
    
    
    105,420
    
    
    
    4.93Total interest-bearing deposits
    
    
    7,205,648
    
    
    
    119,212
    
    
    
    3.33
    
    
    
    6,471,519
    
    
    
    134,508
    
    
    
    4.16Securities sold under agreements to repurchase
    
    
    761,484
    
    
    
    12,657
    
    
    
    3.34
    
    
    
    319,288
    
    
    
    6,681
    
    
    
    4.18Short-term borrowings and federal funds
purchased
    
    
    801,066
    
    
    
    10,878
    
    
    
    2.73
    
    
    
    342,716
    
    
    
    9,669
    
    
    
    5.64Long- term borrowings
    
    
    1,376,136
    
    
    
    31,563
    
    
    
    4.61
    
    
    
    1,041,593
    
    
    
    24,434
    
    
    
    4.69Subordinated debentures
    
    
    406,563
    
    
    
    12,629
    
    
    
    6.25
    
    
    
    254,449
    
    
    
    9,804
    
    
    
    7.71Total interest-bearing liabilities
    
    
    10,550,897
    
    
    
    186,939
    
    
    
    3.56
    
    
    
    8,429,565
    
    
    
    185,096
    
    
    
    4.39Noninterest-bearing deposits
    
    
    827,598
    
    
    
    
    
    
    
    
    
    
    
    715,035
    
    
    
    Other noninterest-bearing liabilities
    
    
    132,452
    
    
    
    
    
    
    
    
    
    
    
    99,084
    
    
    
    Stockholders equity
    
    
    1,041,769
    
    
    
    
    
    
    
    
    
    
    
    842,793
    
    
    
    Total liabilities and stockholders equity
    
    $
    12,552,716
    
    
    $
    186,939
    
    
    
    
    
    
    $
    10,086,477
    
    
    $
    185,096Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,142,974
    
    
    $
    174,241
    
    
    
    2.65
    %
    
    $
    1,033,288
    
    
    $
    152,565
    
    
    
    2.75
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.00
    %
    
    
    
    
    
    
    
    
    
    
    3.22
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    1.11x
    
    
    
    
    
    
    
    
    
    
    
    1.12xTax equivalent basis:Total interest-earning assets (6)
    
    $
    11,693,871
    
    
    $
    367,653
    
    
    
    6.32
    %
    
    $
    9,462,853
    
    
    $
    341,215
    
    
    
    7.21
    %Total interest-bearing liabilities
    
    
    10,550,897
    
    
    
    186,939
    
    
    
    3.56
    
    
    
    8,429,565
    
    
    
    185,096
    
    
    
    4.39Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,142,974
    
    
    $
    180,714
    
    
    
    2.76
    %
    
    $
    1,033,288
    
    
    $
    156,119
    
    
    
    2.82
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.11
    %
    
    
    
    
    
    
    
    
    
    
    3.30
    %Average cost of deposits:Total interest-bearing deposits
    
    $
    7,205,648
    
    
    $
    119,212
    
    
    
    3.33
    %
    
    $
    6,471,519
    
    
    $
    134,508
    
    
    
    4.16
    %Noninterest-bearing deposits
    
    
    827,598
    
    
    
    
    
    
    
    
    
    
    
    715,035
    
    
    
    Total deposits
    
    $
    8,033,246
    
    
    $
    119,212
    
    
    
    2.98
    %
    
    $
    7,186,554
    
    
    $
    134,508
    
    
    
    3.74
    %
 
 (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 $18.5 million and $10.2 million
for the six months ended June 30, 2008 and 2007, respectively. -38-




---



##### Table of Contents



Provision for Loan Losses
 Noninterest Income
 Noninterest Expense
 Income Tax Expense
 -39-




---



##### Table of Contents



BALANCE SHEET ANALYSIS
 Investment 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:Agency preferred stock
    
    $
    19,062
    
    
    $
    
    
    
    $
    (718
    )
    
    $
    18,344
    
    
    $
    4,232
    
    
    $
    (718
    )
    
    $
    
    
    
    $
    
    
    
    $
    4,232
    
    
    $
    (718
    )Collateralized debt
obligations
    
    
    26,117
    
    
    
    
    
    
    
    (7,078
    )
    
    
    19,039
    
    
    
    11,702
    
    
    
    (4,316
    )
    
    
    5,738
    
    
    
    (2,762
    )
    
    
    17,440
    
    
    
    (7,078
    )U.S. Government
sponsored enterprises
notes
    
    
    662,831
    
    
    
    505
    
    
    
    (7,086
    )
    
    
    656,250
    
    
    
    520,744
    
    
    
    (7,086
    )
    
    
    
    
    
    
    
    
    
    
    520,744
    
    
    
    (7,086
    )Municipals
    
    
    279,028
    
    
    
    3
    
    
    
    (13,639
    )
    
    
    265,392
    
    
    
    243,489
    
    
    
    (11,300
    )
    
    
    19,604
    
    
    
    (2,339
    )
    
    
    263,093
    
    
    
    (13,639
    )Other
    
    
    10,000
    
    
    
    
    
    
    
    (2,788
    )
    
    
    7,212
    
    
    
    
    
    
    
    
    
    
    
    7,212
    
    
    
    (2,788
    )
    
    
    7,212
    
    
    
    (2,788
    )Total investment
securities available for
sale
    
    
    997,038
    
    
    
    508
    
    
    
    (31,309
    )
    
    
    966,237
    
    
    
    780,167
    
    
    
    (23,420
    )
    
    
    32,554
    
    
    
    (7,889
    )
    
    
    812,721
    
    
    
    (31,309
    )Mortgage-backed
securities available for
sale:FNMA
    
    
    439,233
    
    
    
    1,474
    
    
    
    (7,953
    )
    
    
    432,754
    
    
    
    263,673
    
    
    
    (4,843
    )
    
    
    67,785
    
    
    
    (3,110
    )
    
    
    331,458
    
    
    
    (7,953
    )GNMA
    
    
    462,330
    
    
    
    11
    
    
    
    (12,878
    )
    
    
    449,463
    
    
    
    431,329
    
    
    
    (12,140
    )
    
    
    17,663
    
    
    
    (738
    )
    
    
    448,992
    
    
    
    (12,878
    )FHLMC
    
    
    177,698
    
    
    
    70
    
    
    
    (7,183
    )
    
    
    170,585
    
    
    
    85,176
    
    
    
    (3,069
    )
    
    
    79,369
    
    
    
    (4,114
    )
    
    
    164,545
    
    
    
    (7,183
    )CMBS
    
    
    349,575
    
    
    
    
    
    
    
    (8,545
    )
    
    
    341,030
    
    
    
    332,866
    
    
    
    (8,545
    )
    
    
    
    
    
    
    
    
    
    
    332,866
    
    
    
    (8,545
    )Other
    
    
    173,345
    
    
    
    2
    
    
    
    (7,167
    )
    
    
    166,180
    
    
    
    120,727
    
    
    
    (4,577
    )
    
    
    45,340
    
    
    
    (2,590
    )
    
    
    166,067
    
    
    
    (7,167
    )Total mortgage-backed
securities available for
sale
    
    
    1,602,181
    
    
    
    1,557
    
    
    
    (43,726
    )
    
    
    1,560,012
    
    
    
    1,233,771
    
    
    
    (33,174
    )
    
    
    210,157
    
    
    
    (10,552
    )
    
    
    1,443,928
    
    
    
    (43,726
    )Total investment and
mortgage-backed
securities available for
sale
    
    
    2,599,219
    
    
    
    2,065
    
    
    
    (75,035
    )
    
    
    2,526,249
    
    
    
    2,013,938
    
    
    
    (56,594
    )
    
    
    242,711
    
    
    
    (18,441
    )
    
    
    2,256,649
    
    
    
    (75,035
    )Investment securities
held to maturity:Municipal securities
    
    
    192,400
    
    
    
    3,571
    
    
    
    (665
    )
    
    
    195,306
    
    
    
    35,131
    
    
    
    (557
    )
    
    
    1,630
    
    
    
    (108
    )
    
    
    36,761
    
    
    
    (665
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    3,837
    
    
    
    
    
    
    
    (124
    )
    
    
    3,713
    
    
    
    
    
    
    
    
    
    
    
    3,713
    
    
    
    (124
    )
    
    
    3,713
    
    
    
    (124
    )GNMA
    
    
    50,770
    
    
    
    
    
    
    
    (1,420
    )
    
    
    49,350
    
    
    
    38,860
    
    
    
    (902
    )
    
    
    10,490
    
    
    
    (518
    )
    
    
    49,350
    
    
    
    (1,420
    )FHLMC
    
    
    415
    
    
    
    
    
    
    
    (13
    )
    
    
    402
    
    
    
    
    
    
    
    
    
    
    
    402
    
    
    
    (13
    )
    
    
    402
    
    
    
    (13
    )Total mortgage-backed
securities held to
maturity
    
    
    55,022
    
    
    
    
    
    
    
    (1,557
    )
    
    
    53,465
    
    
    
    38,860
    
    
    
    (902
    )
    
    
    14,605
    
    
    
    (655
    )
    
    
    53,465
    
    
    
    (1,557
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    247,422
    
    
    
    3,571
    
    
    
    (2,222
    )
    
    
    248,771
    
    
    
    73,991
    
    
    
    (1,459
    )
    
    
    16,235
    
    
    
    (763
    )
    
    
    90,226
    
    
    
    (2,222
    )Total securities
    
    $
    2,846,641
    
    
    $
    5,636
    
    
    $
    (77,257
    )
    
    $
    2,775,020
    
    
    $
    2,087,929
    
    
    $
    (58,053
    )
    
    $
    258,946
    
    
    $
    (19,204
    )
    
    $
    2,346,875
    
    
    $
    (77,257
    )
     -40-




---



##### Table of Contents



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:Agency preferred stock
    
    $
    23,466
    
    
    $
    
    
    
    $
    (3,317
    )
    
    $
    20,149
    
    
    $
    20,149
    
    
    $
    (3,317
    )
    
    $
    
    
    
    $
    
    
    
    $
    20,149
    
    
    $
    (3,317
    )Collateralized debt
obligations
    
    
    31,433
    
    
    
    
    
    
    
    (2,702
    )
    
    
    28,731
    
    
    
    12,364
    
    
    
    (2,163
    )
    
    
    7,960
    
    
    
    (539
    )
    
    
    20,324
    
    
    
    (2,702
    )U.S. Government
sponsored enterprises
notes
    
    
    446,916
    
    
    
    997
    
    
    
    (686
    )
    
    
    447,227
    
    
    
    174,453
    
    
    
    (498
    )
    
    
    51,804
    
    
    
    (188
    )
    
    
    226,257
    
    
    
    (686
    )Municipals
    
    
    246,632
    
    
    
    741
    
    
    
    (2,964
    )
    
    
    244,409
    
    
    
    160,048
    
    
    
    (2,964
    )
    
    
    
    
    
    
    
    
    
    
    160,048
    
    
    
    (2,964
    )Other
    
    
    10,000
    
    
    
    
    
    
    
    (1,050
    )
    
    
    8,950
    
    
    
    
    
    
    
    
    
    
    
    8,950
    
    
    
    (1,050
    )
    
    
    8,950
    
    
    
    (1,050
    )Total investment
securities available for
sale
    
    
    758,447
    
    
    
    1,738
    
    
    
    (10,719
    )
    
    
    749,466
    
    
    
    367,014
    
    
    
    (8,942
    )
    
    
    68,714
    
    
    
    (1,777
    )
    
    
    435,728
    
    
    
    (10,719
    )Mortgage-backed
securities available for
sale:FNMA
    
    
    559,979
    
    
    
    1,409
    
    
    
    (5,250
    )
    
    
    556,138
    
    
    
    13,288
    
    
    
    (30
    )
    
    
    291,258
    
    
    
    (5,220
    )
    
    
    304,546
    
    
    
    (5,250
    )GNMA
    
    
    77,478
    
    
    
    25
    
    
    
    (1,770
    )
    
    
    75,733
    
    
    
    3,505
    
    
    
    (84
    )
    
    
    71,735
    
    
    
    (1,686
    )
    
    
    75,240
    
    
    
    (1,770
    )FHLMC
    
    
    241,243
    
    
    
    102
    
    
    
    (5,471
    )
    
    
    235,874
    
    
    
    699
    
    
    
    (2
    )
    
    
    223,597
    
    
    
    (5,469
    )
    
    
    224,296
    
    
    
    (5,471
    )CMBS
    
    
    390,112
    
    
    
    835
    
    
    
    (5,499
    )
    
    
    385,448
    
    
    
    20,753
    
    
    
    (5,499
    )
    
    
    
    
    
    
    
    
    
    
    20,753
    
    
    
    (5,499
    )Other
    
    
    188,006
    
    
    
    148
    
    
    
    (2,458
    )
    
    
    185,696
    
    
    
    10,362
    
    
    
    (379
    )
    
    
    139,808
    
    
    
    (2,079
    )
    
    
    150,170
    
    
    
    (2,458
    )Total mortgage-backed
securities available for
sale
    
    
    1,456,818
    
    
    
    2,519
    
    
    
    (20,448
    )
    
    
    1,438,889
    
    
    
    48,607
    
    
    
    (5,994
    )
    
    
    726,398
    
    
    
    (14,454
    )
    
    
    775,005
    
    
    
    (20,448
    )Total investment and
mortgage-backed
securities available for
sale
    
    
    2,215,265
    
    
    
    4,257
    
    
    
    (31,167
    )
    
    
    2,188,355
    
    
    
    415,621
    
    
    
    (14,936
    )
    
    
    795,112
    
    
    
    (16,231
    )
    
    
    1,210,733
    
    
    
    (31,167
    )Investment securities
held to maturity:Municipal securities
    
    
    212,647
    
    
    
    6,016
    
    
    
    (32
    )
    
    
    218,631
    
    
    
    3,789
    
    
    
    (28
    )
    
    
    417
    
    
    
    (4
    )
    
    
    4,206
    
    
    
    (32
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    4,090
    
    
    
    
    
    
    
    (101
    )
    
    
    3,989
    
    
    
    
    
    
    
    
    
    
    
    3,989
    
    
    
    (101
    )
    
    
    3,989
    
    
    
    (101
    )GNMA
    
    
    54,326
    
    
    
    
    
    
    
    (1,071
    )
    
    
    53,255
    
    
    
    16,156
    
    
    
    (216
    )
    
    
    37,098
    
    
    
    (855
    )
    
    
    53,254
    
    
    
    (1,071
    )FHLMC
    
    
    422
    
    
    
    
    
    
    
    (11
    )
    
    
    411
    
    
    
    
    
    
    
    
    
    
    
    411
    
    
    
    (11
    )
    
    
    411
    
    
    
    (11
    )Total mortgage-backed
securities held to
maturity
    
    
    58,838
    
    
    
    
    
    
    
    (1,183
    )
    
    
    57,655
    
    
    
    16,156
    
    
    
    (216
    )
    
    
    41,498
    
    
    
    (967
    )
    
    
    57,654
    
    
    
    (1,183
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    271,485
    
    
    
    6,016
    
    
    
    (1,215
    )
    
    
    276,286
    
    
    
    19,945
    
    
    
    (244
    )
    
    
    41,915
    
    
    
    (971
    )
    
    
    61,860
    
    
    
    (1,215
    )Total securities
    
    $
    2,486,750
    
    
    $
    10,273
    
    
    $
    (32,382
    )
    
    $
    2,464,641
    
    
    $
    435,566
    
    
    $
    (15,180
    )
    
    $
    837,027
    
    
    $
    (17,202
    )
    
    $
    1,272,593
    
    
    $
    (32,382
    )
 -41-




---



##### Table of Contents



Loans
  June 30,
    
    
    December 31,2008
    
    
    2007Commercial:Secured by real estate  nonresidential
    
    $
    2,574,649
    
    
    $
    2,317,501Secured by real estate  multifamily
    
    
    1,271,520
    
    
    
    1,186,177Construction
    
    
    1,890,452
    
    
    
    1,666,550Business
    
    
    2,336,819
    
    
    
    2,076,597Total commercial
    
    
    8,073,440
    
    
    
    7,246,825Consumer:Residential mortgage (one-to-four family)
    
    
    494,007
    
    
    
    518,674Other
    
    
    76,414
    
    
    
    66,651Total consumer
    
    
    570,421
    
    
    
    585,325Loans held in portfolio (1)
    
    
    8,643,861
    
    
    
    7,832,150Allowance for loan losses
    
    
    (109,132
    )
    
    
    (80,584
    )Loans held in portfolio, net
    
    $
    8,534,729
    
    
    $
    7,751,566
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums and discounts of
$13.3 million and $17.9 million at June 30, 2008, and December 31, 2007, respectively.    -42-




---



##### Table of Contents



June 30,
    
    
    December 31,2008
    
    
    2007Commercial:Secured by real estate  nonresidential
    
    $
    1,699
    
    
    $
    175,474Business
    
    
    
    
    
    
    1,109Total commercial
    
    
    1,699
    
    
    
    176,583Consumer:Residential mortgage (one-to-four family)
    
    
    
    
    
    
    927Loans held for sale (1)
    
    
    1,699
    
    
    
    177,510Valuation allowance
    
    
    
    
    
    
    (373
    )Net loans held for sale
    
    $
    1,699
    
    
    $
    177,137
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees of $6,000 and $322,000 at June
30, 2008, and December 31, 2007, respectively.   Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Loans held for sale:Commercial:Secured by real estate  nonresidential
    
    $
    1,136
    
    
    $
    7,567
    
    
    $
    7,161
    
    
    $
    23,898Consumer:Residential mortgage (one-to-four family)
    
    
    
    
    
    
    488
    
    
    
    
    
    
    
    1,678Total loans held for sale commitments (1)
    
    
    1,136
    
    
    
    8,055
    
    
    
    7,161
    
    
    
    25,576Loans held in portfolio:Commercial:Secured by real estate  nonresidential
    
    
    166,223
    
    
    
    263,341
    
    
    
    410,293
    
    
    
    533,459Secured by real estate  multifamily
    
    
    145,548
    
    
    
    105,608
    
    
    
    239,292
    
    
    
    223,521Construction
    
    
    186,123
    
    
    
    395,006
    
    
    
    325,114
    
    
    
    679,663Business
    
    
    259,033
    
    
    
    278,884
    
    
    
    740,569
    
    
    
    567,561Total commercial loans
    
    
    756,927
    
    
    
    1,042,839
    
    
    
    1,715,268
    
    
    
    2,004,204Consumer:Residential mortgage (one-to-four family)
    
    
    52,881
    
    
    
    46,765
    
    
    
    96,564
    
    
    
    77,466Other
    
    
    15,580
    
    
    
    11,519
    
    
    
    28,498
    
    
    
    18,032Total consumer loans
    
    
    68,461
    
    
    
    58,284
    
    
    
    125,062
    
    
    
    95,498Total loans held in portfolio commitments (1)
    
    
    825,388
    
    
    
    1,101,123
    
    
    
    1,840,330
    
    
    
    2,099,702Total loan commitments (1)
    
    $
    826,524
    
    
    $
    1,109,178
    
    
    $
    1,847,491
    
    
    $
    2,125,278
 
 (1)
    
    Amounts do not reflect commitments related to loan participations. -43-




---



##### Table of Contents



IntermediateAdjustable
    
    
    Fixed
    
    
    Fixed
    
    
    TotalCommercial:Secured by real estate  nonresidential
    
    $
    1,076,795
    
    
    $
    440,777
    
    
    $
    1,067,675
    
    
    $
    2,585,247Secured by real estate  multifamily
    
    
    394,113
    
    
    
    735,802
    
    
    
    138,932
    
    
    
    1,268,847Construction
    
    
    1,812,914
    
    
    
    
    
    
    
    82,359
    
    
    
    1,895,273Business
    
    
    2,129,162
    
    
    
    9,480
    
    
    
    198,304
    
    
    
    2,336,946Total commercial
    
    
    5,412,984
    
    
    
    1,186,059
    
    
    
    1,487,270
    
    
    
    8,086,313Consumer:Residential mortgage (one-to-four family)
    
    
    75,933
    
    
    
    223,271
    
    
    
    195,162
    
    
    
    494,366Other
    
    
    73,042
    
    
    
    
    
    
    
    3,419
    
    
    
    76,461Total consumer
    
    
    148,975
    
    
    
    223,271
    
    
    
    198,581
    
    
    
    570,827Gross loans held in portfolio (1)
    
    $
    5,561,959
    
    
    $
    1,409,330
    
    
    $
    1,685,851
    
    
    $
    8,657,140
 
 (1)
    
    Amounts do not reflect net deferred loan fees, purchase premiums and discounts of
$13.3 million at June 30, 2008.  Deposits
  June 30, 2008
    
    
    December 31, 2007Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageAmount
    
    
    Rate
    
    
    Amount
    
    
    RateNOW, checking and money market accounts
    
    $
    2,425,873
    
    
    
    1.31
    %
    
    $
    2,417,630
    
    
    
    1.91
    %Savings accounts
    
    
    990,792
    
    
    
    1.64
    
    
    
    986,664
    
    
    
    1.94Time deposits:Less than $100,000
    
    
    2,259,488
    
    
    
    3.33
    
    
    
    1,423,935
    
    
    
    4.48$100,000 or greater
    
    
    3,018,371
    
    
    
    3.16
    
    
    
    2,953,011
    
    
    
    4.60Total time deposits
    
    
    5,277,859
    
    
    
    3.23
    
    
    
    4,376,946
    
    
    
    4.56Total deposits
    
    $
    8,694,524
    
    
    
    2.51
    
    
    $
    7,781,240
    
    
    
    3.40
    %
  -44-




---



##### Table of Contents



Borrowings
  June 30,
    
    December 31,2008
    
    2007Securities sold under agreements to repurchase:Average balance outstanding
    
    $
    761,223
    
    
    $
    400,615Maximum amount outstanding at any month end period
    
    
    850,000
    
    
    
    650,000Balance outstanding at end of period
    
    
    700,000
    
    
    
    650,000Weighted average interest rate during the period
    
    
    3.85
    %
    
    
    4.21
    %Weighted average interest rate at end of period
    
    
    3.86
    %
    
    
    4.04
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    8.20
    
    
    
    8.63Short-term borrowings:FHLB advances and other short-term borrowings:Average balance outstanding
    
    $
    694,525
    
    
    $
    299,713Maximum amount outstanding at any month end period
    
    
    806,815
    
    
    
    637,787Balance outstanding at end of period
    
    
    342,088
    
    
    
    414,532Weighted average interest rate during the period
    
    
    2.51
    %
    
    
    5.15
    %Weighted average interest rate at end of period
    
    
    2.24
    %
    
    
    4.05
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    0.03
    
    
    
    0.08Federal funds purchased:Balance outstanding at end of period
    
    $
    40,000
    
    
    $
    78,000Long-term borrowings:FHLB advances and other long-term borrowing:Average balance outstanding
    
    $
    1,425,520
    
    
    $
    1,113,881Maximum amount outstanding at any month end period
    
    
    1,448,634
    
    
    
    1,372,190Balance outstanding at end of period
    
    
    1,393,987
    
    
    
    1,372,190Weighted average interest rate during the period
    
    
    4.43
    %
    
    
    4.69
    %Weighted average interest rate at end of period
    
    
    4.24
    %
    
    
    4.57
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    5.2
    
    
    
    5.2
 
 Subordinated Debentures
  -45-




---



##### Table of Contents



RISK MANAGEMENT
   
    
    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, and interest rate and market risk; and
 
    
    Operational Risk Management Committee, which reviews those risks not covered by the Credit
Risk Management and Market Risk Management Committees.
  Credit Risk Management
    -46-




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##### Table of Contents



June 30, 2008
    
    
    December 31, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %Commercial:Secured by real estate  nonresidential
    
    $
    2,574,649
    
    
    
    29.79
    
    
    $
    2,317,501
    
    
    
    29.59Secured by real estate  multifamily
    
    
    1,271,520
    
    
    
    14.71
    
    
    
    1,186,177
    
    
    
    15.14Construction
    
    
    1,890,452
    
    
    
    21.87
    
    
    
    1,666,550
    
    
    
    21.28Business
    
    
    2,336,819
    
    
    
    27.03
    
    
    
    2,076,597
    
    
    
    26.51Total commercial
    
    
    8,073,440
    
    
    
    93.40
    
    
    
    7,246,825
    
    
    
    92.52Consumer:Residential mortgage (one-to-four family)
    
    
    494,007
    
    
    
    5.72
    
    
    
    518,674
    
    
    
    6.62Other
    
    
    76,414
    
    
    
    0.88
    
    
    
    66,651
    
    
    
    0.86Total consumer
    
    
    570,421
    
    
    
    6.60
    
    
    
    585,325
    
    
    
    7.48Loans held in portfolio (1)
    
    $
    8,643,861
    
    
    
    100.00
    
    
    $
    7,832,150
    
    
    
    100.00
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums and discounts
of $13.3 million and $17.9 million at June 30, 2008, and December 31, 2007, respectively.    Nonperforming Assets
  -47-




---



##### Table of Contents



June 30,
    
    
    December 31,2008
    
    
    2007Commercial loans:Secured by real estate  nonresidential
    
    $
    20,130
    
    
    $
    18,086Secured by real estate  multifamily
    
    
    5,343
    
    
    
    4,032Construction
    
    
    158,551
    
    
    
    15,799Business
    
    
    11,609
    
    
    
    14,713Total commercial loans
    
    
    195,633
    
    
    
    52,630Consumer loans:Residential mortgage (one-to-four family)
    
    
    340
    
    
    
    349Other
    
    
    
    
    
    
    206Total consumer loans
    
    
    340
    
    
    
    555Total nonaccrual loans from loans held in portfolio
    
    
    195,973
    
    
    
    53,185Other real estate owned
    
    
    4,029
    
    
    
    3,844Total nonperforming assets (1)
    
    $
    200,002
    
    
    $
    57,029Nonperforming assets to total assets
    
    
    1.55
    %
    
    
    0.48
    %Nonaccrual loans to loans held in portfolio
    
    
    2.27
    
    
    
    0.68Nonperforming assets to loans held in portfolio and other real estate owned
    
    
    2.31
    
    
    
    0.73Loans held in portfolio
    
    $
    8,643,861
    
    
    $
    7,832,150Gross interest income recognized on impaired loans
    
    
    438
    
    
    
    139Gross interest income not recognized on nonaccrual loans
    
    
    1,486
    
    
    
    1,877Accruing loans contractually past due 90 days or more
    
    
    90,951
    
    
    
    33,381Loans classified as troubled debt restructurings and not included above
    
    
    8,401
    
    
    
    8,446
 
 (1)
    
    Nonperforming assets exclude loans held for sale and loans contractually past
due 90 days or more but still accruing.     -48-




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##### Table of Contents



Allowances for Credit Losses
 Allowance for Loan Losses
 Three Months Ended June 30,
    
    
    Six Months Ended June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Balance at beginning of period:Allowance for loan losses
    
    $
    102,839
    
    
    $
    62,804
    
    
    $
    80,584
    
    
    $
    62,015Allowance for losses  unfunded commitments
    
    
    5,263
    
    
    
    5,336
    
    
    
    4,793
    
    
    
    6,833Total allowance for losses at beginning of period
    
    
    108,102
    
    
    
    68,140
    
    
    
    85,377
    
    
    
    68,848Acquired allowance for loan losses
    
    
    
    
    
    
    3,825
    
    
    
    
    
    
    
    3,825Provision for loan losses
    
    
    32,562
    
    
    
    2,098
    
    
    
    67,631
    
    
    
    3,146Charge-offs:Commercial:Secured by real estate  nonresidential
    
    
    
    
    
    
    (16
    )
    
    
    (683
    )
    
    
    (16
    )Secured by real estate  multifamily
    
    
    (1,931
    )
    
    
    
    
    
    
    (2,121
    )
    
    
    Construction
    
    
    (21,049
    )
    
    
    
    
    
    
    (29,635
    )
    
    
    Business
    
    
    (3,343
    )
    
    
    (1,577
    )
    
    
    (5,959
    )
    
    
    (3,349
    )Total commercial
    
    
    (26,323
    )
    
    
    (1,593
    )
    
    
    (38,398
    )
    
    
    (3,365
    )Consumer:Other
    
    
    
    
    
    
    (9
    )
    
    
    (280
    )
    
    
    (9
    )Total charge-offs
    
    
    (26,323
    )
    
    
    (1,602
    )
    
    
    (38,678
    )
    
    
    (3,374
    )Recoveries:Commercial:Secured by real estate  nonresidential
    
    
    7
    
    
    
    10
    
    
    
    12
    
    
    
    12Construction
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    Business
    
    
    87
    
    
    
    235
    
    
    
    92
    
    
    
    247Total commercial
    
    
    95
    
    
    
    245
    
    
    
    105
    
    
    
    259Consumer:Other
    
    
    33
    
    
    
    1
    
    
    
    34
    
    
    
    3Total recoveries
    
    
    128
    
    
    
    246
    
    
    
    139
    
    
    
    262Net charge-offs
    
    
    (26,195
    )
    
    
    (1,356
    )
    
    
    (38,539
    )
    
    
    (3,112
    )Total allowance for losses at end of period
    
    
    114,469
    
    
    
    72,707
    
    
    
    114,469
    
    
    
    72,707Allowance for loan losses
    
    
    109,132
    
    
    
    67,739
    
    
    
    109,132
    
    
    
    67,739Allowance for losses  unfunded commitments
    
    
    5,337
    
    
    
    4,968
    
    
    
    5,337
    
    
    
    4,968Total allowance for losses at end of period
    
    $
    114,469
    
    
    $
    72,707
    
    
    $
    114,469
    
    
    $
    72,707Allowance for loan losses to loans held in portfolio
    
    
    1.26
    %
    
    
    0.91
    %
    
    
    1.26
    %
    
    
    0.91
    %Net charge-offs to average loans held in portfolio(1)
    
    
    1.24
    
    
    
    0.08
    
    
    
    0.94
    
    
    
    0.09
 
 (1)
    
    Calculated on an annualized basis.  -49-




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##### Table of Contents



Allowance for Unfunded Commitments
 Market Risk Management
      -50-




---



##### Table of Contents



Accounting for Derivative Instruments and Hedging Activities
  Operational Risk Management
    Liquidity Risk
 Liquidity Management
 -51-




---



##### Table of Contents



-52-




---



##### Table of Contents



Name of RatingAgency
    
    Short-Term Debt
    
    Long-Term Debt
    
    Rating OutlookFitch
    
    F2
    
    BBB
    
    Stable(1)
 
 (1)
    
    Fitch affirmed the ratings and changed the outlook to negative on July 31, 2008.  Name of RatingAgency
    
    Short-Term Debt
    
    Long-Term Debt
    
    Rating OutlookFitch
    
    F2
    
    BBB
    
    Stable(1)Moodys
    
    P-2
    
    Baa2
    
    Negative
 
 (1)
    
    Fitch affirmed the ratings and changed the outlook to negative on July 31, 2008. CAPITAL MANAGEMENT
     -53-




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##### Table of Contents



June 30,
    
    December 31,2008
    
    2007United Commercial Bank:Tier 1 leverage
    
    
    7.77
    %
    
    
    7.42
    %Tier 1 risk-based capital
    
    
    9.69
    
    
    
    8.55Total risk-based capital
    
    
    12.10
    
    
    
    10.80UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage
    
    
    8.33
    %
    
    
    7.39
    %Tier 1 risk-based capital
    
    
    10.40
    
    
    
    8.51Total risk-based capital
    
    
    12.81
    
    
    
    10.76
     -54-




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   -55-




---



##### 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
  Votes
    
    Votes
    
    Votes
    
    BrokersDescription of Proposal
    
    For
    
    Against
    
    Abstained
    
    Non-Votes1.
    
    
    Election of Directors:Li-Lin Ko
    
    
    92,264,960
    
    
    
    772,762
    
    
    
    43,840
    
    
    
    Richard Li-Chung Wang
    
    
    92,252,297
    
    
    
    778,474
    
    
    
    50,791
    
    
    
    Dennis Wu
    
    
    92,055,453
    
    
    
    944,567
    
    
    
    81,542
    
    
    
    2.
    
    
    Proposal to amend the
Companys Certificate of
Incorporation to
declassify the Board
    
    
    85,188,775
    
    
    
    6,922,236
    
    
    
    970,551
    
    
    
    3.
    
    
    Proposal to ratify the
appointment of the
independent registered
public accounting firm for
the fiscal year ending
December 31, 2008
    
    
    92,818,489
    
    
    
    215,609
    
    
    
    47,464
    
    
    
    
 
 Item 5. Other Information
  -56-




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##### Table of Contents



Item 6. Exhibits
  Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith2.1
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCBH Merger Sub, Inc., a wholly owned
subsidiary of Buyer, and Pacifica
Bancorp, Inc. dated May 23, 2005
    
    10-Q
    
    000-24947
    
    
    2.1
    
    
    August 9, 20052.2
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly
owned subsidiary of Buyer, and Asian
American Bank & Trust Company dated
August 2, 2005
    
    10-Q
    
    000-24947
    
    
    2.2
    
    
    November 9,
20052.3
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly
owned subsidiary of Buyer, and Great
Eastern Bank dated October 13, 2005
    
    S-4
    
    000-24947
    
    
    2.1
    
    
    December 12,
20052.4
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCB Merger, LLC, a wholly owned
subsidiary of Buyer, and Summit Bank
Corporation dated September 18, 2006
    
    10-Q
    
    000-24947
    
    
    2.4
    
    
    November 14,20062.5
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCB Merger II, LLC, a wholly owned
subsidiary of Buyer, CAB Holding,
LLC, CAB International Holding
Limited, and Dr. Paul Shi H. Huang
dated January 10,
2007
    
    10-Q
    
    000-24947
    
    
    2.5
    
    
    May 10, 20072.6
    
    Sale and Purchase Agreement among
United Commercial Bank, Charoen
Pokphand Group Co., Ltd., M. Thai
Group Limited and DEG  Deutsche
Investitions and
Entwicklungsgesellschaft mbH dated
March 26, 2007
    
    10-Q
    
    000-24947
    
    
    2.6
    
    
    May 10, 20072.7
    
    Agreement for Transfer of Equity
Interest in Business Development Bank
Limited by and among Kasikornbank
Public Co., Ltd., Charoen Pokphand
Group Company Limited, and United
Commercial Bank dated March 26, 2007
    
    10-Q
    
    000-24947
    
    
    2.7
    
    
    May 10, 20073.1
    
    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
    
    8-K
    
    000-24947
    
    
    3.1
    
    
    March 29, 2007
 -57-




---



##### Table of Contents



Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith3.3
    
    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, 20034.8
    
    Indenture of UCBH Holdings, Inc.,
dated September 22, 2005, between
UCBH Holdings, Inc. and Wilmington
Trust Company, as trustee
    
    10-Q
    
    000-24947
    
    
    4.8
    
    
    November 9, 20054.9
    
    Indenture between UCBH Holdings, Inc.
and Wilmington Trust Company, as
trustee, dated December 15, 2006
    
    10-K
    
    000-24947
    
    
    4.9
    
    
    March 1, 20074.10
    
    Junior subordinated indenture between
UCBH Holdings, Inc. and Wilmington
Trust Company, as trustee, dated
December 28, 2006
    
    10-K
    
    000-24947
    
    
    4.10
    
    
    March 1, 20074.11
    
    Junior Subordinated Indenture between
Summit Bank Corporation and The Bank
of New York, as trustee, dated
September 30, 2003
    
    10-K
    
    000-24947
    
    
    4.11
    
    
    March 1, 20074.12
    
    Registration Rights, Lockup and
Standstill Agreement by and among
UCBH Holdings, Inc., CAB
International Holding Limited and Dr.
Paul Shi H. Huang
    
    10-Q
    
    000-24947
    
    
    4.12
    
    
    May 10, 20074.13
    
    Floating Rate Junior Subordinated
Debentures between United Commercial
Bank and Wilmington Trust Company, as
trustee, dated June 21, 2007
    
    10-Q
    
    000-24947
    
    
    4.13
    
    
    August 9, 2007
 -58-




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##### Table of Contents



Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith4.14
    
    Amendment No. 1 to Rights Agreement
dated March 5, 2008 by and between
UCBH Holdings, Inc. and Mellon
Investor Services LLC
    
    8-K
    
    000-24947
    
    
    4.1
    
    
    March 6, 20084.15
    
    Certificate of Designations of 8.50% Non-Cumulative Perpetual Convertible Series B Preferred Stock
    
    8-K
    
    000-24947
    
    
    3.1
    
    
    June 11, 200810.1
    
    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
    
    
    10.1
    
    
    May 1, 200810.3
    
    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 and certain other Executive Vice
Presidents of UCBH Holdings, Inc. or
United Commercial Bank
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    May 2, 200710.5
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Daniel Gautsch
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    June 8, 200510.6
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Dennis Wu
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    June 13, 200510.7
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and certain Senior
Vice Presidents of UCBH Holdings,
Inc. or United Commercial Bank
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    August 15, 200710.8
    
    UCBH Holdings, Inc. Amended and
Restated 2006 Equity Incentive Plan,
(formerly known as UCBH Holdings,
Inc. 2006 Equity Incentive Plan)
    
    S-8
    
    333-143774
    
    
    4.2
    
    
    June 15, 200710.9
    
    UCBH Holdings, Inc. Senior Executive
Annual Incentive Plan
    
    10-Q
    
    000-24947
    
    
    10.9
    
    
    August 9, 200610.10
    
    Form of Indemnification Agreement of
UCBH Holdings, Inc.
    
    8-K
    
    000-24947
    
    
    10.2
    
    
    August 15, 200710.11
    
    Form of Indemnification Agreement of
United Commercial Bank.
    
    8-K
    
    000-24947
    
    
    10.3
    
    
    August 15, 2007
 -59-




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##### Table of Contents



Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.12
    
    Post Retirement Compensation
Agreement between Pin Pin Chau, Chief
Executive Officer of Summit Bank
Corporation, and Summit Bank
Corporation dated December 20, 2004
    
    10-K
    
    000-24947
    
    
    10.12
    
    
    March 1, 200710.13
    
    Investment Agreement dated October 7,
2007 by and between UCBH Holdings,
Inc. and China Minsheng Banking
Corp., Ltd.
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    March 6, 200810.14
    
    Investors Rights and Standstill
Agreement dated October 7, 2007 by
and between UCBH Holdings, Inc. and
China Minsheng Banking Corp., Ltd.
    
    8-K
    
    000-24947
    
    
    10.2
    
    
    March 6, 200810.15
    
    Voting Agreement dated March 5, 2008
by and between UCBH Holdings, Inc.
and China Minsheng Banking Corp.,
Ltd.
    
    8-K
    
    000-24947
    
    
    10.3
    
    
    March 6, 200810.16
    
    Purchase Agreement, dated June 5,
2008, between UCBH Holdings, Inc. and
Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated,
as representative of the underwriters
listed on Schedule A thereto,
relating to the purchase of UCBH
Holdings, Inc.s Series B Preferred
Stock
    
    8-K
    
    000-24947
    
    
    1.1
    
    
    June 11, 200810.17
    
    Correspondence on Departure of
Director
    
    8-K
    
    000-24947
    
    
    17.1
    
    
    July 29, 200814.1
    
    Code of Conduct, as amended on August 14, 2004
    
    8-K
    
    000-24947
    
    
    14.1
    
    
    September 1, 200431.1
    
    Certificate pursuant to Rule
13a-14(a) of the Securities Exchange
Act of 1934, as amended, signed and
dated by Thomas S. Wu
    
    
    
    
    
    
    
    
    
    
    

ü31.2
    
    Certificate pursuant to Rule
13a-14(a) of the Securities Exchange
Act of 1934, as amended, signed and
dated by Craig S. On
    
    
    
    
    
    
    
    
    
    
    
    ü32.0
    
    Certificate pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002, signed and dated by Thomas
S. Wu and Craig S. On
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
 
 (1)
    
    Furnished herewith -60-




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##### Table of Contents



SIGNATURES
  UCBH HOLDINGS, INC.Date: August 11, 2008
    
    /s/ Thomas S. WuThomas S. WuChairman, President and Chief Executive Officer(Principal Executive Officer)Date: August 11, 2008
    
    /s/ Craig S. OnCraig S. OnSenior Vice President and Acting Chief FinancialOfficer (Principal Financial and Accounting 
Officer)
 -61-