##### 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 March 31, 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
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 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
    
    
    24Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    48Item 4
    
    Controls and Procedures
    
    
    48PART IIItem 1
    
    Legal Proceedings
    
    
    49Item 1A
    
    Risk Factors
    
    
    49Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    49Item 3
    
    Defaults Upon Senior Securities
    
    
    49Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    49Item 5
    
    Other Information
    
    
    49Item 6
    
    Exhibits
    
    
    50SIGNATURES
    
    
    54EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.0




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
 March 31,
    
    
    December 31,2008
    
    
    2007ASSETSNoninterest bearing cash
    
    $
    121,657
    
    
    $
    117,141Interest bearing cash
    
    
    221,854
    
    
    
    202,258Federal funds sold
    
    
    50,424
    
    
    
    26,028Cash and cash equivalents
    
    
    393,935
    
    
    
    345,427Securities purchased under agreements to resell
    
    
    150,000
    
    
    
    150,000Investment and mortgage-backed securities available for sale, at fair value
    
    
    2,750,174
    
    
    
    2,188,355Investment and mortgage-backed securities held to maturity, at cost (fair value of
$269,905 and $276,286 at March 31, 2008, and December 31, 2007, respectively)
    
    
    264,451
    
    
    
    271,485Federal Home Loan Bank stock, Federal Reserve Bank stock and other equity investments
    
    
    154,531
    
    
    
    138,877Loans held for sale, net of valuation allowance
    
    
    150,026
    
    
    
    177,137Loans held in portfolio
    
    
    8,203,000
    
    
    
    7,832,150Allowance for loan losses
    
    
    (102,839
    )
    
    
    (80,584
    )Loans held in portfolio, net
    
    
    8,100,161
    
    
    
    7,751,566Accrued interest receivable
    
    
    67,170
    
    
    
    61,111Premises and equipment, net
    
    
    145,119
    
    
    
    144,630Goodwill
    
    
    430,816
    
    
    
    436,606Core deposit intangibles, net
    
    
    21,286
    
    
    
    22,526Mortgage servicing rights, net
    
    
    11,885
    
    
    
    12,783Other assets
    
    
    103,570
    
    
    
    103,063Total assets
    
    $
    12,743,124
    
    
    $
    11,803,566LIABILITIES AND STOCKHOLDERS EQUITYNoninterest bearing deposits
    
    $
    861,508
    
    
    $
    860,338Interest bearing deposits
    
    
    7,220,646
    
    
    
    6,920,902Total deposits
    
    
    8,082,154
    
    
    
    7,781,240Securities sold under agreements to repurchase
    
    
    805,000
    
    
    
    650,000Short-term borrowings and federal funds purchased
    
    
    861,789
    
    
    
    492,532Subordinated debentures
    
    
    406,553
    
    
    
    406,615Accrued interest payable
    
    
    26,841
    
    
    
    28,169Long-term borrowings
    
    
    1,385,808
    
    
    
    1,372,190Other liabilities
    
    
    108,073
    
    
    
    105,717Total liabilities
    
    
    11,676,218
    
    
    
    10,836,463Commitments and contingencies (Note 17)Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 180,000,000 shares authorized at March 31, 2008, and
December 31, 2007; 110,436,042 and 104,397,988 shares issued and outstanding at March 31,
2008, and December 31, 2007, respectively
    
    
    1,104
    
    
    
    1,044Additional paid-in capital
    
    
    525,212
    
    
    
    427,474Retained earnings
    
    
    552,371
    
    
    
    554,568Accumulated other comprehensive loss
    
    
    (11,781
    )
    
    
    (15,983
    )Total stockholders equity
    
    
    1,066,906
    
    
    
    967,103Total liabilities and stockholders equity
    
    $
    12,743,124
    
    
    $
    11,803,566
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
 Three Months Ended March 31,2008
    
    
    2007Interest and dividend income:Loans
    
    $
    140,891
    
    
    $
    131,651Investment and mortgage-backed securities:Taxable
    
    
    28,760
    
    
    
    23,514Tax exempt
    
    
    5,888
    
    
    
    3,306FHLB Stock
    
    
    1,277
    
    
    
    922Federal funds sold and deposits with banks
    
    
    2,848
    
    
    
    2,289Securities purchased under agreements to resell
    
    
    2,080
    
    
    
    2,264Total interest and dividend income
    
    
    181,744
    
    
    
    163,946Interest expense:Deposits
    
    
    63,114
    
    
    
    65,994Securities sold under agreements to repurchase
    
    
    6,577
    
    
    
    3,261Short-term borrowings and federal funds purchased
    
    
    5,868
    
    
    
    5,192Subordinated debentures
    
    
    6,871
    
    
    
    4,553Long-term borrowings
    
    
    16,217
    
    
    
    11,116Total interest expense
    
    
    98,647
    
    
    
    90,116Net interest income
    
    
    83,097
    
    
    
    73,830Provision for loan losses
    
    
    35,069
    
    
    
    1,048Net interest income after provision for loan losses
    
    
    48,028
    
    
    
    72,782Noninterest income:Commercial banking fees
    
    
    4,573
    
    
    
    4,745Service charges on deposits
    
    
    2,006
    
    
    
    1,529Gain (loss) on sale of securities, net
    
    
    973
    
    
    
    3,076Gain on sale of SBA loans, net
    
    
    166
    
    
    
    765Gain on sale of multifamily and commercial real estate loans, net
    
    
    742
    
    
    
    1,394Lower of cost or market adjustment on loans held for sale, net
    
    
    (1,428
    )
    
    
    (14
    )Impairment on available for sale securities
    
    
    (3,791
    )
    
    
    Equity loss in other equity investments
    
    
    (707
    )
    
    
    (473
    )Other fees
    
    
    1,022
    
    
    
    1,423Total noninterest income
    
    
    3,556
    
    
    
    12,445Noninterest expense:Personnel
    
    
    29,585
    
    
    
    24,264Occupancy
    
    
    5,755
    
    
    
    4,848Data processing
    
    
    2,324
    
    
    
    2,280Furniture and equipment
    
    
    2,096
    
    
    
    2,166Professional fees and contracted services
    
    
    1,760
    
    
    
    2,329Deposit insurance
    
    
    1,167
    
    
    
    292Communication
    
    
    984
    
    
    
    701Core deposit intangible amortization
    
    
    1,240
    
    
    
    1,008Foreign currency translation (gain) loss
    
    
    (2,889
    )
    
    
    296Other general and administrative
    
    
    6,531
    
    
    
    5,711Total noninterest expense
    
    
    48,553
    
    
    
    43,895Income before income tax expense
    
    
    3,031
    
    
    
    41,332Income tax expense
    
    
    811
    
    
    
    14,301Net income
    
    $
    2,220
    
    
    $
    27,031Earnings per share:Basic
    
    $
    0.02
    
    
    $
    0.27Diluted
    
    $
    0.02
    
    
    $
    0.26Dividends declared per share
    
    $
    0.04
    
    
    $
    0.03
  -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
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Loss(1)
    
    
    Equity
    
    
    IncomeBalance at December 31, 2006
    
    
    99,448,181
    
    
    $
    994
    
    
    $
    341,616
    
    
    $
    464,616
    
    
    $
    (21,155
    )
    
    $
    786,071Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,031
    
    
    
    
    
    
    
    27,031
    
    
    $
    27,031Other comprehensive income,
net of tax liability of
$2,793
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,075
    
    
    
    4,075
    
    
    
    4,075Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    31,106Stock options exercised,
including related tax
benefit
    
    
    451,957
    
    
    
    5
    
    
    
    6,546
    
    
    
    
    
    
    
    
    
    
    
    6,551Stock compensation charge
    
    
    
    
    
    
    
    
    
    
    770
    
    
    
    
    
    
    
    
    
    
    
    770Cash dividend of $0.03 per
share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,997
    )
    
    
    
    
    
    
    (2,997
    )Balance at March 31, 2007
    
    
    99,900,138
    
    
    $
    999
    
    
    $
    348,932
    
    
    $
    488,650
    
    
    $
    (17,080
    )
    
    $
    821,501Balance at December 31, 2007
    
    
    104,397,988
    
    
    $
    1,044
    
    
    $
    427,474
    
    
    $
    554,568
    
    
    $
    (15,983
    )
    
    $
    967,103Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,220
    
    
    
    
    
    
    
    2,220
    
    
    $
    2,220Other comprehensive income,
net of tax liability of
$4,498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,202
    
    
    
    4,202
    
    
    
    4,202Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,422Stock options exercised,
including related tax
benefit
    
    
    656,834
    
    
    
    6
    
    
    
    2,954
    
    
    
    
    
    
    
    
    
    
    
    2,960Stock compensation charge
    
    
    
    
    
    
    
    
    
    
    1,499
    
    
    
    
    
    
    
    
    
    
    
    1,499Stock issue
to China Minsheng Banking Corp., Ltd.
    
    
    5,381,220
    
    
    
    54
    
    
    
    93,285
    
    
    
    
    
    
    
    
    
    
    
    93,339Cash dividend of $0.04 per
share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,417
    )
    
    
    
    
    
    
    (4,417
    )Balance at March 31, 2008
    
    
    110,436,042
    
    
    $
    1,104
    
    
    $
    525,212
    
    
    $
    552,371
    
    
    $
    (11,781
    )
    
    $
    1,066,906
 
 (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
 Three Months Ended March 31,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    2,220
    
    
    $
    27,031Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    35,069
    
    
    
    1,048Amortization of net deferred loan fees
    
    
    (3,167
    )
    
    
    (2,701
    )Amortization of net securities premiums and discounts
    
    
    424
    
    
    
    (611
    )Federal Home Loan Bank stock dividend
    
    
    (1,051
    )
    
    
    (700
    )Amortization of intangibles
    
    
    2,178
    
    
    
    1,921Depreciation and amortization of premises and equipment
    
    
    2,605
    
    
    
    2,628Gain on sale of loans originated in held in portfolio, securities, and other assets, net
    
    
    (1,587
    )
    
    
    (2,620
    )Impairment on available for sale securities
    
    
    3,791
    
    
    
    Lower of cost or market adjustment on loans held for sale
    
    
    1,419
    
    
    
    6Equity loss in other equity investments
    
    
    707
    
    
    
    523Stock compensation expense, net of tax benefit related to nonqualified stock option grants
    
    
    1,161
    
    
    
    650Excess tax benefit from stock option exercises
    
    
    (1,585
    )
    
    
    (1,233
    )Other, net
    
    
    3,119
    
    
    
    104Changes in operating assets and liabilities:Decrease in loans originated in held for sale
    
    
    9,864
    
    
    
    9,965Increase in accrued interest receivable
    
    
    (6,059
    )
    
    
    (2,285
    )Decrease in other assets
    
    
    579
    
    
    
    15,193Decrease (increase) in accrued interest payable
    
    
    (1,328
    )
    
    
    223Decrease in other liabilities
    
    
    (504
    )
    
    
    (30,798
    )Net cash provided by operating activities
    
    
    47,855
    
    
    
    18,344Cash flows from investing activities: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
    
    
    44,816
    
    
    
    577,155Purchases
    
    
    (767,044
    )
    
    
    (1,331,188
    )Sales
    
    
    206,884
    
    
    
    1,056,161Called
    
    
    3,500
    
    
    
    64,963Investment and mortgage-backed securities, held to maturity:Principal payments and maturities
    
    
    1,794
    
    
    
    2,225Called
    
    
    5,267
    
    
    
    Proceeds from redemption of Federal Home Loan Bank stock
    
    
    
    
    
    
    1,908Purchase of Federal Home Loan Bank stock
    
    
    (11,622
    )
    
    
    (1,651
    )Proceeds from redemption of Federal Reserve Bank stock
    
    
    
    
    
    
    1,267Funding of other equity investments
    
    
    (1,737
    )
    
    
    (232
    )Proceeds from the sale of loans originated in held in portfolio
    
    
    57,816
    
    
    
    88,550Loans originated in held in portfolio funded and purchased, net of principal collections
    
    
    (467,897
    )
    
    
    (371,401
    )Purchases of premises and other equipment
    
    
    (3,304
    )
    
    
    (1,421
    )Other investing activities, net
    
    
    41
    
    
    
    16Net cash (used in) provided by investing activities
    
    
    (931,486
    )
    
    
    111,352Cash flows from financing activities:Net increase in demand deposits, NOW, money market and savings accounts
    
    
    8,235
    
    
    
    72,543Net increase in time deposits
    
    
    275,667
    
    
    
    23,780Net increase (decrease) in short-term borrowings
    
    
    385,187
    
    
    
    (212,757
    )Proceeds from securities sold under agreements to repurchase
    
    
    455,000
    
    
    
    Payments of securities sold under agreements to repurchase
    
    
    (300,000
    )
    
    
    (101,600
    )Proceeds from long-term borrowings
    
    
    19,521
    
    
    
    201,362Principal payments of long-term borrowings
    
    
    (4,638
    )
    
    
    (28,288
    )Proceeds from stock option exercises
    
    
    1,375
    
    
    
    5,318Excess 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
    
    
    (3,132
    )
    
    
    (2,983
    )Net cash provided by (used in) financing activities
    
    
    932,139
    
    
    
    (41,392
    )Net increase in cash and cash equivalents
    
    
    48,508
    
    
    
    88,304Cash and cash equivalents at beginning of period
    
    
    345,427
    
    
    
    354,419Cash and cash equivalents at end of period
    
    $
    393,935
    
    
    $
    442,723
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Unaudited)
 1.
    
    Basis of Presentation and Summary of Significant Accounting and Reporting PoliciesBasis of Presentation and Principles of ConsolidationThe unaudited interim consolidated financial statements include the accounts of UCBH Holdings, Inc.
(UCBH), the bank holding company of United Commercial Bank (UCB), and its consolidated
subsidiaries (collectively referred to as the Company, we, us and our). 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 months ended March 31, 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 months ended March 31, 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 accounting principles generally accepted
in the United States of America (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, 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 residual tranche 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 quarter 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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##### Table of Contents



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 20 
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. Loans held for sale are excluded from any of the information included in Note
9, Loans Held in Portfolio and Allowance for Loan Losses. UCB continuously monitors the quality
of its loan portfolio and maintains an allowance for loan losses sufficient to absorb losses
inherent in the portfolio.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 March 31, 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, 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. This
Statement encourages, but does not require, comparative disclosures for earlier periods at initial
adoption. The Company is currently evaluating the impact that adopting SFAS 161 will have on its
financial statements.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 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
 -7-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
 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 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 March 31, 2008, and December 31, 2007, the reserve requirement was $5.0
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 three months ended March 31, 2008, and as of and for the year ended
December 31, 2007, were as follows (dollars in thousands):
 March 31,
    
    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
    
    
    5.55
    %
    
    
    6.70
    %Weighted average interest rate at end of period
    
    
    6.45
    %
    
    
    6.21
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    8.92
    
    
    
    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:Collateralized debt
obligations
    
    $
    27,598
    
    
    $
    
    
    
    $
    (3,063
    )
    
    $
    24,535
    
    
    $
    12,575
    
    
    $
    (1,907
    )
    
    $
    7,344
    
    
    $
    (1,156
    )
    
    $
    19,919
    
    
    $
    (3,063
    )U.S. Government
sponsored
enterprises notes
    
    
    23,466
    
    
    
    
    
    
    
    (3,777
    )
    
    
    19,689
    
    
    
    19,689
    
    
    
    (3,777
    )
    
    
    
    
    
    
    
    
    
    
    19,689
    
    
    
    (3,777
    )U.S. Government
sponsored
enterprises
discount notes
    
    
    662,853
    
    
    
    19,652
    
    
    
    
    
    
    
    682,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Municipals
    
    
    278,849
    
    
    
    248
    
    
    
    (13,533
    )
    
    
    265,564
    
    
    
    212,851
    
    
    
    (12,338
    )
    
    
    14,463
    
    
    
    (1,195
    )
    
    
    227,314
    
    
    
    (13,533
    )Other
    
    
    10,000
    
    
    
    
    
    
    
    (2,400
    )
    
    
    7,600
    
    
    
    
    
    
    
    
    
    
    
    7,600
    
    
    
    (2,400
    )
    
    
    7,600
    
    
    
    (2,400
    )Total investment
securities available
for sale
    
    
    1,002,766
    
    
    
    19,900
    
    
    
    (22,773
    )
    
    
    999,893
    
    
    
    245,115
    
    
    
    (18,022
    )
    
    
    29,407
    
    
    
    (4,751
    )
    
    
    274,522
    
    
    
    (22,773
    )Mortgage-backed
securities available
for sale:FNMA
    
    
    551,691
    
    
    
    5,092
    
    
    
    (1,651
    )
    
    
    555,132
    
    
    
    51,189
    
    
    
    (300
    )
    
    
    72,189
    
    
    
    (1,351
    )
    
    
    123,378
    
    
    
    (1,651
    )GNMA
    
    
    469,617
    
    
    
    1,235
    
    
    
    (981
    )
    
    
    469,871
    
    
    
    293,984
    
    
    
    (635
    )
    
    
    19,089
    
    
    
    (346
    )
    
    
    313,073
    
    
    
    (981
    )FHLMC
    
    
    188,004
    
    
    
    448
    
    
    
    (3,712
    )
    
    
    184,740
    
    
    
    62,932
    
    
    
    (1,623
    )
    
    
    88,408
    
    
    
    (2,089
    )
    
    
    151,340
    
    
    
    (3,712
    )CMBS
    
    
    375,215
    
    
    
    
    
    
    
    (10,560
    )
    
    
    364,655
    
    
    
    364,655
    
    
    
    (10,560
    )
    
    
    
    
    
    
    
    
    
    
    364,655
    
    
    
    (10,560
    )Other
    
    
    181,436
    
    
    
    57
    
    
    
    (5,610
    )
    
    
    175,883
    
    
    
    115,292
    
    
    
    (3,122
    )
    
    
    47,705
    
    
    
    (2,488
    )
    
    
    162,997
    
    
    
    (5,610
    )Total mortgage-backed
securities available
for sale
    
    
    1,765,963
    
    
    
    6,832
    
    
    
    (22,514
    )
    
    
    1,750,281
    
    
    
    888,052
    
    
    
    (16,240
    )
    
    
    227,391
    
    
    
    (6,274
    )
    
    
    1,115,443
    
    
    
    (22,514
    )Total investment and
mortgage-backed
securities available
for sale
    
    
    2,768,729
    
    
    
    26,732
    
    
    
    (45,287
    )
    
    
    2,750,174
    
    
    
    1,133,167
    
    
    
    (34,262
    )
    
    
    256,798
    
    
    
    (11,025
    )
    
    
    1,389,965
    
    
    
    (45,287
    )Investment securities
held to maturity:Municipal securities
    
    
    207,427
    
    
    
    5,846
    
    
    
    (297
    )
    
    
    212,976
    
    
    
    9,554
    
    
    
    (224
    )
    
    
    1,098
    
    
    
    (73
    )
    
    
    10,652
    
    
    
    (297
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    4,044
    
    
    
    
    
    
    
    (51
    )
    
    
    3,993
    
    
    
    
    
    
    
    
    
    
    
    3,993
    
    
    
    (51
    )
    
    
    3,993
    
    
    
    (51
    )GNMA
    
    
    52,562
    
    
    
    171
    
    
    
    (211
    )
    
    
    52,522
    
    
    
    
    
    
    
    
    
    
    
    11,176
    
    
    
    (211
    )
    
    
    11,176
    
    
    
    (211
    )FHLMC
    
    
    418
    
    
    
    
    
    
    
    (4
    )
    
    
    414
    
    
    
    
    
    
    
    
    
    
    
    414
    
    
    
    (4
    )
    
    
    414
    
    
    
    (4
    )Total mortgage-backed
securities held to
maturity
    
    
    57,024
    
    
    
    171
    
    
    
    (266
    )
    
    
    56,929
    
    
    
    
    
    
    
    
    
    
    
    15,583
    
    
    
    (266
    )
    
    
    15,583
    
    
    
    (266
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    264,451
    
    
    
    6,017
    
    
    
    (563
    )
    
    
    269,905
    
    
    
    9,554
    
    
    
    (224
    )
    
    
    16,681
    
    
    
    (339
    )
    
    
    26,235
    
    
    
    (563
    )Total securities
    
    $
    3,033,180
    
    
    $
    32,749
    
    
    $
    (45,850
    )
    
    $
    3,020,079
    
    
    $
    1,142,721
    
    
    $
    (34,486
    )
    
    $
    273,479
    
    
    $
    (11,364
    )
    
    $
    1,416,200
    
    
    $
    (45,850
    )
   -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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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 7. Securitization Activities
   8. Loans Held for Sale
  March 31,
    
    
    December 31,2008
    
    
    2007Commercial:Secured by real estate  nonresidential
    
    $
    151,595
    
    
    $
    175,474Business
    
    
    223
    
    
    
    1,109Total commercial loans
    
    
    151,818
    
    
    
    176,583Consumer:Residential mortgage (one to four family)
    
    
    
    
    
    
    927Loans held for sale (1)
    
    
    151,818
    
    
    
    177,510Valuation allowance
    
    
    (1,792
    )
    
    
    (373
    )Net loans held for sale
    
    $
    150,026
    
    
    $
    177,137
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase
premiums and discounts of $265,000 and $322,000 at March 31, 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
  March 31,
    
    
    December 31,2008
    
    
    2007Commercial:Secured by real estate  nonresidential
    
    $
    2,368,861
    
    
    $
    2,317,501Secured by real estate  multifamily
    
    
    1,208,201
    
    
    
    1,186,177Construction
    
    
    1,831,195
    
    
    
    1,666,550Business
    
    
    2,225,938
    
    
    
    2,076,597Total commercial loans
    
    
    7,634,195
    
    
    
    7,246,825Consumer:Residential mortgage (one-to-four family)
    
    
    501,636
    
    
    
    518,674Other (1)
    
    
    67,169
    
    
    
    66,651Total consumer loans
    
    
    568,805
    
    
    
    585,325Loans held in portfolio (2)
    
    
    8,203,000
    
    
    
    7,832,150Allowance for loan losses
    
    
    (102,839
    )
    
    
    (80,584
    )Net loans held in portfolio
    
    $
    8,100,161
    
    
    $
    7,751,566
 
 (1)
    
    Amount includes deposit overdrafts of $2.7 million and $6.7 million
at March 31, 2008, and December 31, 2007, respectively.(2)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums
and discounts of $15.7 million and $17.9 million at March 31, 2008, and
December 31, 2007, respectively.  March 31, 2008
    
    
    March 31, 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
    
    
    34,599
    
    
    
    470
    
    
    
    35,069
    
    
    
    2,545
    
    
    
    (1,497
    )
    
    
    1,048Loans charged off
    
    
    (12,355
    )
    
    
    
    
    
    
    (12,355
    )
    
    
    (1,772
    )
    
    
    
    
    
    
    (1,772
    )Recoveries of loans previously charged off
    
    
    11
    
    
    
    
    
    
    
    11
    
    
    
    16
    
    
    
    
    
    
    
    16Balance at end of period
    
    $
    102,839
    
    
    $
    5,263
    
    
    $
    108,102
    
    
    $
    62,804
    
    
    $
    5,336
    
    
    $
    68,140
 
 (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
continued deteriorating conditions during the quarter ended March 31, 2008, it was determined that
an interim goodwill impairment analysis needed to be performed. Therefore, goodwill in our
reporting units was tested for impairment beginning in the latter part of March 2008. Based on the
results of our analysis, which included the first step procedures cited in the previous paragraph,
it was determined that goodwill at the reporting units was not impaired at March 31, 2008.During the three months ended March 31, 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.11.
    
    BorrowingsSecurities Sold Under Agreements to RepurchaseInformation regarding outstanding securities sold under agreements to repurchase (the Repurchase
Agreements) as of and for the three months ended March 31, 2008, and as of and for the year ended
December 31, 2007, were as follows (dollars in thousands):
 March 31,
    
    December 31,2008
    
    2007Average balance outstanding
    
    $
    789,293
    
    
    $
    400,615Maximum amount outstanding at any month end period
    
    
    850,000
    
    
    
    650,000Balance outstanding at end of period
    
    
    805,000
    
    
    
    650,000Weighted average interest rate during the period
    
    
    3.95
    %
    
    
    4.21
    %Weighted average interest rate at end of period
    
    
    3.72
    %
    
    
    4.04
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    7.35
    
    
    
    8.63
 -14-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 Long-Term and Short-Term Borrowings
  March 31,
    
    December 31,2008
    
    2007Short-term borrowings:Federal Home Loan Bank advances and other short-term borrowings:Average balance outstanding
    
    $
    650,811
    
    
    $
    299,713Maximum amount outstanding at any month end period
    
    
    723,789
    
    
    
    637,787Balance outstanding at end of period
    
    
    723,789
    
    
    
    414,532Weighted average interest rate during the period
    
    
    3.12
    %
    
    
    5.15
    %Weighted average interest rate at end of period
    
    
    2.57
    %
    
    
    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
    
    $
    138,000
    
    
    $
    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
    
    
    1,385,808
    
    
    
    1,372,190Weighted average interest rate during the period
    
    
    4.55
    %
    
    
    4.69
    %Weighted average interest rate at end of period
    
    
    4.54
    %
    
    
    4.57
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    4.9
    
    
    
    5.2
  12. Earnings Per Share
  -15-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
  Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountThree months ended March 31, 2008:Net income  basic
    
    $
    2,220
    
    
    
    106,128,270
    
    
    $
    0.02Effect of stock options
    
    
    
    
    
    
    1,865,959Net income  diluted
    
    $
    2,220
    
    
    
    107,994,229
    
    
    $
    0.02Three months ended March 31, 2007:Net income  basic
    
    $
    27,031
    
    
    
    99,731,221
    
    
    $
    0.27Effect of stock options
    
    
    
    
    
    
    3,531,505Net income  diluted
    
    $
    27,031
    
    
    
    103,262,726
    
    
    $
    0.26
 13.
    
    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 March 31, 2008, the Company had 2,120,149 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 for the first quarter of 2008 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.
 -16-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
  Weighted AverageWeighted Average
    
    RemainingNumber of
    
    Exercise
    
    Contractual
    
    Aggregate IntrinsicShares
    
    Price
    
    Term
    
    ValueOptions outstanding at December 31, 2007
    
    
    13,895,938
    
    
    $
    13.18
    
    
    
    5.38
    
    
    $
    47,713Granted
    
    
    1,495,500
    
    
    
    13.26Exercised
    
    
    (656,834
    )
    
    
    2.10Cancelled
    
    
    (30,234
    )
    
    
    19.34Forfeited
    
    
    (15,766
    )
    
    
    17.23Options outstanding at March 31, 2008
    
    
    14,688,604
    
    
    $
    13.67
    
    
    
    5.80
    
    
    $
    9,407Shares exercisable at March 31, 2008
    
    
    12,221,186
    
    
    $
    13.42
    
    
    
    5.08
    
    
    $
    9,407
    Weighted Average
    
    Weighted Average
    
    
    
    
    
    Weighted AverageOptions
    
    Exercise
    
    Remaining
    
    Options
    
    ExerciseExercise Price
    
    Outstanding
    
    Price
    
    Life
    
    Exercisable
    
    Price$1.88-$1.99
    
    
    540,664
    
    
    $
    1.88
    
    
    
    1.00
    
    
    
    540,664
    
    
    $
    1.88$2.00-$5.99
    
    
    121,824
    
    
    
    2.91
    
    
    
    2.00
    
    
    
    121,824
    
    
    
    2.91$6.00-$6.99
    
    
    3,411,774
    
    
    
    6.15
    
    
    
    3.07
    
    
    
    3,411,774
    
    
    
    6.15$7.00-$8.99
    
    
    261,808
    
    
    
    7.21
    
    
    
    3.77
    
    
    
    261,808
    
    
    
    7.21$9.00-$10.99
    
    
    518,334
    
    
    
    10.11
    
    
    
    4.61
    
    
    
    518,334
    
    
    
    10.11$11.00-$13.99
    
    
    1,791,633
    
    
    
    13.12
    
    
    
    9.07
    
    
    
    297,633
    
    
    
    12.38$14.00-$15.99
    
    
    473,164
    
    
    
    15.00
    
    
    
    5.92
    
    
    
    414,166
    
    
    
    14.89$16.00-$18.09
    
    
    2,019,269
    
    
    
    17.31
    
    
    
    7.84
    
    
    
    1,225,112
    
    
    
    17.29$18.10-$19.99
    
    
    4,998,334
    
    
    
    18.83
    
    
    
    6.39
    
    
    
    4,878,071
    
    
    
    18.83$20.00-$21.99
    
    
    551,800
    
    
    
    21.05
    
    
    
    6.82
    
    
    
    551,800
    
    
    
    21.05Total/Average
    
    
    14,688,604
    
    
    
    13.67
    
    
    
    5.80
    
    
    
    12,221,186
    
    
    
    13.42
  -17-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 14. Income Taxes
   15. Related Party Transactions
  16. Derivative Financial Instruments and Financial Instruments with Off-Balance-Sheet Risk
  March 31,
    
    December 31,2008
    
    2007Commitments to extend credit:Consumer (including residential mortgage)
    
    $
    93,099
    
    
    $
    101,978Commercial (excluding construction)
    
    
    1,631,403
    
    
    
    1,488,733Construction
    
    
    1,023,835
    
    
    
    1,101,515Letters of credit
    
    
    220,752
    
    
    
    183,792Foreign exchange contracts receivable
    
    
    (748,268
    )
    
    
    (806,310
    )Foreign exchange contracts payable
    
    
    748,268
    
    
    
    806,380Put options to buy
    
    
    17,094
    
    
    
    7,600Put options to sell
    
    
    (17,094
    )
    
    
    (7,600
    )Interest rate floor contract
    
    
    25,000
    
    
    
    25,000Unfunded CRA investment commitments
    
    
    5,849
    
    
    
    6,996Other
    
    
    905
    
    
    
    1,928Total
    
    $
    3,000,843
    
    
    $
    2,910,012
 17. Contingent Liabilities
  -18-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 18. Supplemental Cash Flow Information
  2008
    
    
    2007Cash paid during the period for:Interest
    
    $
    99,975
    
    
    $
    89,893Income taxes
    
    
    587
    
    
    
    13,817Noncash investing and financing activities:Transfer of loans from held for sale to held in portfolio
    
    $
    2,246
    
    
    $
    36,253Transfer of loans to held for sale from held in portfolio
    
    
    28,611
    
    
    
    39,746Loan securitizations:Loans originated in held in portfolio sold
    
    
    45,762
    
    
    
    Mortgage-backed securities acquired
    
    
    (45,737
    )
    
    
    Mortgage servicing rights acquired
    
    
    (25
    )
    
    
    
 19. Segment Information
   Domestic
    
    
    
    
    
    Total
    
    UCBH Holdings,Banking
    
    Other
    
    Segments
    
    Inc.
    
    Intersegment
    
    ConsolidatedThree Months Ended March 31, 2008:Total interest and dividend income
    
    $
    169,931
    
    
    $
    23,346
    
    
    $
    193,277
    
    
    $
    3
    
    
    $
    (11,536
    )
    
    $
    181,744Net interest income (expense)
    
    
    79,645
    
    
    
    8,635
    
    
    
    88,280
    
    
    
    (5,183
    )
    
    
    
    
    
    
    83,097Net income (loss)
    
    
    4,576
    
    
    
    6,008
    
    
    
    10,584
    
    
    
    2,220
    
    
    
    (10,584
    )
    
    
    2,220Three Months Ended March 31, 2007:Total interest and dividend income
    
    $
    158,605
    
    
    $
    8,434
    
    
    $
    167,039
    
    
    $
    2
    
    
    $
    (3,095
    )
    
    $
    163,946Net interest income (expense)
    
    
    75,423
    
    
    
    2,989
    
    
    
    78,412
    
    
    
    (4,582
    )
    
    
    
    
    
    
    73,830Net income (loss)
    
    
    29,902
    
    
    
    948
    
    
    
    30,850
    
    
    
    27,031
    
    
    
    (30,850
    )
    
    
    27,031
 20. Fair Values of Financial Assets and Liabilities
  -19-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
  Level 1
 Level 2
 Level 3
 Determination of Fair Value
     -20-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
  Agency Preferred and Exchange Traded Equity Securities
 Commercial Mortgage Backed Securities (CMBS) and Asset Backed Securities (ABS)
   U.S. Government and Agency Securities
 Municipal Bonds
 Loans Held for Sale
 Mortgage Servicing Rights (MSRs) Effective Date of FASB Statement No. 157
 -21-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 Impaired Loans Accounting by Creditors for Impairment of a Loan
 Derivative Contracts
  Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Investment and
mortgage-backed
securities available for
sale
    
    $
    2,750,174
    
    
    $
    19,688
    
    
    $
    2,679,896
    
    
    $
    50,590Mortgage servicing rights.
    
    
    16,075
    
    
    
    
    
    
    
    
    
    
    
    16,075Net other financial
assets (1)
    
    
    806
    
    
    
    
    
    
    
    806
    
    
    
    Total
    
    $
    2,767,055
    
    
    $
    19,688
    
    
    $
    2,680,702
    
    
    $
    66,665Net other financial
liabilities
(1)
    
    $
    (3,242
    )
    
    $
    
    
    
    $
    (3,242
    )
    
    $
    
 
 (1)
    
    Derivatives are included in this category.  Total UnrealizedGains (Losses)Realized Gains
    
    
    Included in Other
    
    
    Purchased, Sales,Beginning Balance
    
    
    (Losses) Included
    
    
    Comprehensive
    
    
    Other Settlements
    
    
    Transfers In and/or
    
    
    Ending BalanceJanuary 1, 2008
    
    
    in Income
    
    
    Income
    
    
    and Issuances, Net
    
    
    (Out) of Level 3
    
    
    March 31, 2008Investment
securities
available for sale
    
    $
    59,029
    
    
    $
    (3,791
    )
    
    $
    (3,100
    )
    
    $
    (1,548
    )
    
    $
    
    
    
    $
    50,590Mortgage servicing
rights
    
    
    17,070
    
    
    
    (253
    )
    
    
    
    
    
    
    (742
    )
    (1)
    
    
    
    
    
    16,075Total assets
    
    $
    76,099
    
    
    $
    (4,044
    )
    
    $
    (3,100
    )
    
    $
    (2,290
    )
    
    $
    
    
    
    $
    66,665
 
 (1)
    
    Includes change in fair value. -22-




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##### Table of Contents



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
    
    $
    98,094
    
    
    $
    
    
    
    $
    
    
    
    $
    98,094
    
    
    $
    (1,428
    )
    
    Income StatementImpaired loans
    
    
    156,418
    
    
    
    
    
    
    
    
    
    
    
    156,418
    
    
    
    (12,375
    )
    
    Income Statement
 21. Subsequent Events
  -23-




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 FORWARD LOOKING STATEMENTS
 This document, including information included or incorporated by reference in this document,
contains certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future
events and include, among other things:
 
    
    statements with respect to UCBH Holdings, Inc. and its consolidated subsidiaries
(collectively, the Company) beliefs, plans, objectives, goals, guidelines, expectations,
anticipations, and future financial condition, results of operations and performance; and
 
    
    statements preceded or identified by words, such as expects, anticipates, intends,
plans, believes, seeks, estimates, will, should, could, projects 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 political and economic conditions, including the economic effects of terrorist
attacks against the United States and related events;
 
    
    changes in financial market conditions, either nationally, internationally or locally in
areas in which the Company conducts its operations;
 
    
    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;
 
    
    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 any person acting on the Companys behalf are
expressly qualified in their entirety by the cautionary statements
 -24-




---



##### Table of Contents



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.
   -25-




---



##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Allowance for Loan Losses
       -26-




---



##### Table of Contents



Impaired Loans
  Valuations of Financial Instruments
  -27-




---



##### Table of Contents



Goodwill
      -28-




---



##### Table of Contents



Income Taxes
    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
 -29-




---



##### Table of Contents



RESULTS OF OPERATIONS
 Financial Highlights
 Three Months Ended March 31,Increase (Decrease)2008
    
    
    2007
    
    
    Amount
    
    
    %Operating Data:Total interest & dividend income
    
    $
    181,744
    
    
    $
    163,946
    
    
    $
    17,798
    
    
    
    10.86
    %Total interest expense
    
    
    98,647
    
    
    
    90,116
    
    
    
    8,531
    
    
    
    9.47Net interest income
    
    
    83,097
    
    
    
    73,830
    
    
    
    9,267
    
    
    
    12.55Provision for loan losses
    
    
    35,069
    
    
    
    1,048
    
    
    
    34,021
    
    
    
    3,246.28Net interest income after provision for loan losses
    
    
    48,028
    
    
    
    72,782
    
    
    
    (24,754
    )
    
    
    (34.01
    )Total noninterest income
    
    
    3,556
    
    
    
    12,445
    
    
    
    (8,889
    )
    
    
    (71.43
    )Total noninterest expense
    
    
    48,553
    
    
    
    43,895
    
    
    
    4,658
    
    
    
    10.61Income before income tax expense
    
    
    3,031
    
    
    
    41,332
    
    
    
    (38,301
    )
    
    
    (92.67
    )Income tax expense
    
    
    (811
    )
    
    
    (14,301
    )
    
    
    (13,490
    )
    
    
    (94.33
    )Net income
    
    $
    2,220
    
    
    $
    27,031
    
    
    $
    (24,811
    )
    
    
    (91.79
    )Per Share Data:Basic earnings per share
    
    $
    0.02
    
    
    $
    0.27
    
    
    $
    (0.25
    )
    
    
    (92.59
    )%Diluted earnings per share
    
    $
    0.02
    
    
    $
    0.26
    
    
    
    (0.24
    )
    
    
    (92.31
    )Dividends declared per share
    
    $
    0.04
    
    
    $
    0.03
    
    
    
    0.01
    
    
    
    33.33Select Operating Ratios:Return on average assets
    
    
    0.07
    %
    
    
    1.09
    %
    
    
    (1.02)
    *
    
    
    (93.58
    )%Return on average equity
    
    
    0.89
    
    
    
    13.43
    
    
    
    (12.54
    )
    
    
    (93.37
    )Efficiency ratio (1)
    
    
    56.03
    
    
    
    50.88
    
    
    
    5.15
    
    
    
    10.12Noninterest expense to average assets
    
    
    1.59
    
    
    
    1.77
    
    
    
    (0.18
    )
    
    
    (10.17
    )Average equity to average assets
    
    
    8.17
    
    
    
    8.11
    
    
    
    0.06
    
    
    
    0.74Dividend payout ratio (2)
    
    
    200.00
    
    
    
    11.54
    
    
    
    188.46
    
    
    
    1,633.10Net loan charge-offs to average loans held in portfolio
    
    
    0.62
    
    
    
    0.10
    
    
    
    0.52
    
    
    
    520.00Interest rate spread (3)
    
    
    2.56
    
    
    
    2.79
    
    
    
    (0.23
    )
    
    
    (8.24
    )Net interest margin (3)
    
    
    2.93
    
    
    
    3.26
    
    
    
    (0.33
    )
    
    
    (10.12
    )
 March 31,
    
    December 31,
    
    Increase (Decrease)2008
    
    2007
    
    Amount
    
    %Financial Condition and Other Data:Loans held in portfolio, net
    
    $
    8,100,161
    
    
    $
    7,751,566
    
    
    $
    348,595
    
    
    
    4.50
    %Securities purchased under agreements to resell
    
    
    150,000
    
    
    
    150,000
    
    
    
    
    
    
    
    Securities available for sale
    
    
    2,750,174
    
    
    
    2,188,355
    
    
    
    561,819
    
    
    
    25.67Securities held to maturity
    
    
    264,451
    
    
    
    271,485
    
    
    
    (7,034
    )
    
    
    (2.59
    )Total assets
    
    
    12,743,124
    
    
    
    11,803,566
    
    
    
    939,558
    
    
    
    7.96Deposits
    
    
    8,082,154
    
    
    
    7,781,240
    
    
    
    300,914
    
    
    
    3.87Securities sold under agreements to repurchase
    
    
    805,000
    
    
    
    650,000
    
    
    
    155,000
    
    
    
    23.85Subordinated debentures
    
    
    406,553
    
    
    
    406,615
    
    
    
    (62
    )
    
    
    (0.02
    )Short-term borrowings
    
    
    723,789
    
    
    
    414,532
    
    
    
    309,257
    
    
    
    74.60Federal funds purchased
    
    
    138,000
    
    
    
    78,000
    
    
    
    60,000
    
    
    
    76.92Long-term borrowings
    
    
    1,385,808
    
    
    
    1,372,190
    
    
    
    13,618
    
    
    
    0.99Total liabilities
    
    
    11,676,218
    
    
    
    10,836,463
    
    
    
    839,755
    
    
    
    7.75Stockholders equity
    
    
    1,066,906
    
    
    
    967,103
    
    
    
    99,803
    
    
    
    10.32Nonperforming assets
    
    
    185,050
    
    
    
    57,029
    
    
    
    128,021
    
    
    
    224.48Ratio of stockholders equity to total assets
    
    
    8.37
    %
    
    
    8.19
    %
    
    
    0.18
    *
    
    
    2.20Asset Quality Data:Loan delinquency ratio
    
    
    1.48
    %
    
    
    0.89
    %
    
    
    0.59
    *
    
    
    66.29
    %Nonperforming assets to total assets
    
    
    1.45
    
    
    
    0.48
    
    
    
    0.97
    
    
    
    202.08Nonperforming loans to loans held in portfolio
    
    
    2.21
    
    
    
    0.68
    
    
    
    1.53
    
    
    
    225.00Allowance for loan losses to loans held in portfolio
    
    
    1.25
    
    
    
    1.03
    
    
    
    0.22
    
    
    
    21.36Allowance for loan losses to nonperforming loans
    
    
    56.70
    
    
    
    151.52
    
    
    
    (94.82
    )
    
    
    (62.58
    )Total loan to deposit ratio
    
    
    103.35
    
    
    
    102.93
    
    
    
    0.42
    
    
    
    0.41Bank Regulatory Capital Ratios:United Commercial Bank and subsidiaries:Tier 1 risk-based capital
    
    
    8.82
    %
    
    
    8.55
    %
    
    
    0.27
    *
    
    
    3.16
    %Total risk-based capital
    
    
    11.20
    
    
    
    10.80
    
    
    
    0.40
    
    
    
    3.70Tier 1 leverage
    
    
    7.33
    
    
    
    7.42
    
    
    
    (0.09
    )
    
    
    (1.21
    )UCBH Holdings, Inc. and subsidiaries:Tier 1 risk-based capital
    
    
    9.17
    
    
    
    8.51
    
    
    
    0.66
    
    
    
    7.76Total risk-based capital
    
    
    11.55
    
    
    
    10.76
    
    
    
    0.79
    
    
    
    7.34Tier 1 leverage ratio
    
    
    7.62
    
    
    
    7.39
    
    
    
    0.23
    
    
    
    3.11
 -30-




---



##### Table of Contents



(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 $3.2 million and $2.1 million for the
three months ended March 31, 2008 and 2007, respectively.*
    
    Basis point Three Months Ended March 31, 2008, Compared to Three Months Ended March 31, 2007
  -31-




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##### 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)
    
    $
    8,168,317
    
    
    $
    140,891
    
    
    
    6.94
    %
    
    $
    6,839,200
    
    
    $
    131,652
    
    
    
    7.70
    %Taxable securities (3)
    
    
    2,273,755
    
    
    
    28,760
    
    
    
    5.09
    
    
    
    1,857,226
    
    
    
    23,514
    
    
    
    5.06Tax exempt securities (3)
    
    
    476,686
    
    
    
    5,888
    
    
    
    4.97
    
    
    
    274,676
    
    
    
    3,306
    
    
    
    4.81FHLB Stock
    
    
    95,080
    
    
    
    1,277
    
    
    
    5.40
    
    
    
    68,805
    
    
    
    922
    
    
    
    5.36Securities purchased under agreements to resell
    
    
    150,000
    
    
    
    2,080
    
    
    
    5.58
    
    
    
    125,278
    
    
    
    2,264
    
    
    
    7.23Other
    
    
    247,602
    
    
    
    2,848
    
    
    
    4.63
    
    
    
    154,056
    
    
    
    2,289
    
    
    
    5.94Total interest-earning assets
    
    
    11,411,440
    
    
    
    181,744
    
    
    
    6.41
    
    
    
    9,319,241
    
    
    
    163,947
    
    
    
    7.04Noninterest-earning assets
    
    
    833,698
    
    
    
    
    
    
    
    
    
    
    
    600,442
    
    
    
    Total assets
    
    $
    12,245,138
    
    
    $
    181,744
    
    
    
    
    
    
    $
    9,919,683
    
    
    $
    163,947Interest-bearing liabilities:Deposits:NOW, checking and money market accounts
    
    $
    1,524,722
    
    
    $
    10,157
    
    
    
    2.68
    
    
    $
    1,478,541
    
    
    $
    12,477
    
    
    
    3.38Savings accounts
    
    
    754,290
    
    
    
    1,420
    
    
    
    0.76
    
    
    
    692,003
    
    
    
    1,726
    
    
    
    1.00Time deposits
    
    
    4,618,366
    
    
    
    51,537
    
    
    
    4.49
    
    
    
    4,230,874
    
    
    
    51,791
    
    
    
    4.90Total interest-bearing deposits
    
    
    6,897,378
    
    
    
    63,114
    
    
    
    3.68
    
    
    
    6,401,418
    
    
    
    65,994
    
    
    
    4.12Securities sold under agreements to repurchase
    
    
    789,505
    
    
    
    6,577
    
    
    
    3.35
    
    
    
    318,956
    
    
    
    3,261
    
    
    
    4.09Short-term borrowings and federal funds purchased
    
    
    775,536
    
    
    
    5,868
    
    
    
    3.04
    
    
    
    401,430
    
    
    
    5,192
    
    
    
    5.17Long-term borrowings
    
    
    1,425,520
    
    
    
    16,217
    
    
    
    4.58
    
    
    
    943,810
    
    
    
    11,116
    
    
    
    4.71Subordinated debentures
    
    
    406,589
    
    
    
    6,871
    
    
    
    6.80
    
    
    
    240,549
    
    
    
    4,553
    
    
    
    7.57Total interest-bearing liabilities
    
    
    10,294,528
    
    
    
    98,647
    
    
    
    3.85
    
    
    
    8,306,163
    
    
    
    90,116
    
    
    
    4.34Noninterest-bearing deposits
    
    
    834,689
    
    
    
    
    
    
    
    
    
    
    
    695,668
    
    
    
    Other noninterest-bearing liabilities
    
    
    115,705
    
    
    
    
    
    
    
    
    
    
    
    113,038
    
    
    
    Stockholders equity
    
    
    1,000,216
    
    
    
    
    
    
    
    
    
    
    
    804,814
    
    
    
    Total liabilities and stockholders equity
    
    $
    12,245,138
    
    
    $
    98,647
    
    
    
    
    
    
    $
    9,919,683
    
    
    $
    90,116Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,116,912
    
    
    $
    83,097
    
    
    
    2.56
    %
    
    $
    1,013,078
    
    
    $
    73,831
    
    
    
    2.70
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    2.93
    %
    
    
    
    
    
    
    
    
    
    
    3.17
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    1.11x
    
    
    
    
    
    
    
    
    
    
    
    1.12xTax equivalent basis:Total interest-earning assets (6)
    
    $
    11,411,440
    
    
    
    184,915
    
    
    
    6.52
    %
    
    $
    9,319,241
    
    
    
    166,033
    
    
    
    7.13
    %Total interest-bearing liabilities
    
    
    10,294,528
    
    
    
    98,647
    
    
    
    3.85
    
    
    
    8,306,163
    
    
    
    90,116
    
    
    
    4.34Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,116,912
    
    
    $
    86,268
    
    
    
    2.67
    %
    
    $
    1,013,078
    
    
    $
    75,917
    
    
    
    2.79
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.04
    %
    
    
    
    
    
    
    
    
    
    
    3.26
    %Average cost of deposits:Total interest-bearing deposits
    
    $
    6,897,378
    
    
    $
    63,114
    
    
    
    3.68
    %
    
    $
    6,401,418
    
    
    $
    65,994
    
    
    
    4.12
    %Noninterest-bearing deposits
    
    
    834,689
    
    
    
    
    
    
    
    
    
    
    
    695,668
    
    
    
    Total deposits
    
    $
    7,732,067
    
    
    $
    65,114
    
    
    
    3.28
    %
    
    $
    7,097,086
    
    
    $
    65,994
    
    
    
    3.72
    %
 
 (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 $3.2 million and $2.1 million
for the three months ended March 31, 2008 and 2007, respectively.  -32-




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##### Table of Contents



Provision for Loan Losses
 Noninterest Income
 Noninterest Expense
 Income Tax Expense
 -33-




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##### 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:Collateralized debt
obligations
    
    $
    27,598
    
    
    $
    
    
    
    $
    (3,063
    )
    
    $
    24,535
    
    
    $
    12,575
    
    
    $
    (1,907
    )
    
    $
    7,344
    
    
    $
    (1,156
    )
    
    $
    19,919
    
    
    $
    (3,063
    )U.S. Government
sponsored
enterprises notes
    
    
    23,466
    
    
    
    
    
    
    
    (3,777
    )
    
    
    19,689
    
    
    
    19,689
    
    
    
    (3,777
    )
    
    
    
    
    
    
    
    
    
    
    19,689
    
    
    
    (3,777
    )U.S. Government
sponsored
enterprises
discount notes
    
    
    662,853
    
    
    
    19,652
    
    
    
    
    
    
    
    682,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Municipals
    
    
    278,849
    
    
    
    248
    
    
    
    (13,533
    )
    
    
    265,564
    
    
    
    212,851
    
    
    
    (12,338
    )
    
    
    14,463
    
    
    
    (1,195
    )
    
    
    227,314
    
    
    
    (13,533
    )Other
    
    
    10,000
    
    
    
    
    
    
    
    (2,400
    )
    
    
    7,600
    
    
    
    
    
    
    
    
    
    
    
    7,600
    
    
    
    (2,400
    )
    
    
    7,600
    
    
    
    (2,400
    )Total investment
securities available
for sale
    
    
    1,002,766
    
    
    
    19,900
    
    
    
    (22,773
    )
    
    
    999,893
    
    
    
    245,115
    
    
    
    (18,022
    )
    
    
    29,407
    
    
    
    (4,751
    )
    
    
    274,522
    
    
    
    (22,773
    )Mortgage-backed
securities available
for sale:FNMA
    
    
    551,691
    
    
    
    5,092
    
    
    
    (1,651
    )
    
    
    555,132
    
    
    
    51,189
    
    
    
    (300
    )
    
    
    72,189
    
    
    
    (1,351
    )
    
    
    123,378
    
    
    
    (1,651
    )GNMA
    
    
    469,617
    
    
    
    1,235
    
    
    
    (981
    )
    
    
    469,871
    
    
    
    293,984
    
    
    
    (635
    )
    
    
    19,089
    
    
    
    (346
    )
    
    
    313,073
    
    
    
    (981
    )FHLMC
    
    
    188,004
    
    
    
    448
    
    
    
    (3,712
    )
    
    
    184,740
    
    
    
    62,932
    
    
    
    (1,623
    )
    
    
    88,408
    
    
    
    (2,089
    )
    
    
    151,340
    
    
    
    (3,712
    )CMBS
    
    
    375,215
    
    
    
    
    
    
    
    (10,560
    )
    
    
    364,655
    
    
    
    364,655
    
    
    
    (10,560
    )
    
    
    
    
    
    
    
    
    
    
    364,655
    
    
    
    (10,560
    )Other
    
    
    181,436
    
    
    
    57
    
    
    
    (5,610
    )
    
    
    175,883
    
    
    
    115,292
    
    
    
    (3,122
    )
    
    
    47,705
    
    
    
    (2,488
    )
    
    
    162,997
    
    
    
    (5,610
    )Total mortgage-backed
securities available
for sale
    
    
    1,765,963
    
    
    
    6,832
    
    
    
    (22,514
    )
    
    
    1,750,281
    
    
    
    888,052
    
    
    
    (16,240
    )
    
    
    227,391
    
    
    
    (6,274
    )
    
    
    1,115,443
    
    
    
    (22,514
    )Total investment and
mortgage-backed
securities available
for sale
    
    
    2,768,729
    
    
    
    26,732
    
    
    
    (45,287
    )
    
    
    2,750,174
    
    
    
    1,133,167
    
    
    
    (34,262
    )
    
    
    256,798
    
    
    
    (11,025
    )
    
    
    1,389,965
    
    
    
    (45,287
    )Investment securities
held to maturity:Municipal securities
    
    
    207,427
    
    
    
    5,846
    
    
    
    (297
    )
    
    
    212,976
    
    
    
    9,554
    
    
    
    (224
    )
    
    
    1,098
    
    
    
    (73
    )
    
    
    10,652
    
    
    
    (297
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    4,044
    
    
    
    
    
    
    
    (51
    )
    
    
    3,993
    
    
    
    
    
    
    
    
    
    
    
    3,993
    
    
    
    (51
    )
    
    
    3,993
    
    
    
    (51
    )GNMA
    
    
    52,562
    
    
    
    171
    
    
    
    (211
    )
    
    
    52,522
    
    
    
    
    
    
    
    
    
    
    
    11,176
    
    
    
    (211
    )
    
    
    11,176
    
    
    
    (211
    )FHLMC
    
    
    418
    
    
    
    
    
    
    
    (4
    )
    
    
    414
    
    
    
    
    
    
    
    
    
    
    
    414
    
    
    
    (4
    )
    
    
    414
    
    
    
    (4
    )Total mortgage-backed
securities held to
maturity
    
    
    57,024
    
    
    
    171
    
    
    
    (266
    )
    
    
    56,929
    
    
    
    
    
    
    
    
    
    
    
    15,583
    
    
    
    (266
    )
    
    
    15,583
    
    
    
    (266
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    264,451
    
    
    
    6,017
    
    
    
    (563
    )
    
    
    269,905
    
    
    
    9,554
    
    
    
    (224
    )
    
    
    16,681
    
    
    
    (339
    )
    
    
    26,235
    
    
    
    (563
    )Total securities
    
    $
    3,033,180
    
    
    $
    32,749
    
    
    $
    (45,850
    )
    
    $
    3,020,079
    
    
    $
    1,142,721
    
    
    $
    (34,486
    )
    
    $
    273,479
    
    
    $
    (11,364
    )
    
    $
    1,416,200
    
    
    $
    (45,850
    )
   -34-




---



##### 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
    )
 -35-




---



##### Table of Contents



Loans
  March 31,
    
    
    December 31,2008
    
    
    2007Commercial:Secured by real estate  nonresidential
    
    $
    2,368,861
    
    
    $
    2,317,501Secured by real estate  multifamily
    
    
    1,208,201
    
    
    
    1,186,177Construction
    
    
    1,831,195
    
    
    
    1,666,550Business
    
    
    2,225,938
    
    
    
    2,076,597Total commercial
    
    
    7,634,195
    
    
    
    7,246,825Consumer:Residential mortgage (one-to-four family)
    
    
    501,636
    
    
    
    518,674Other
    
    
    67,169
    
    
    
    66,651Total consumer
    
    
    568,805
    
    
    
    585,325Loans held in portfolio (1)
    
    
    8,203,000
    
    
    
    7,832,150Allowance for loan losses
    
    
    (102,839
    )
    
    
    (80,584
    )Loans held in portfolio, net
    
    $
    8,100,161
    
    
    $
    7,751,566
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums discounts of
$15.7 million and $17.9 million at March 31, 2008, and December 31, 2007, respectively.    -36-




---



##### Table of Contents



March 31,
    
    
    December 31,2008
    
    
    2007Commercial:Secured by real estate  nonresidential
    
    $
    151,595
    
    
    $
    175,474Business
    
    
    223
    
    
    
    1,109Total commercial
    
    
    151,818
    
    
    
    176,583Consumer:Residential mortgage (one-to-four family)
    
    
    
    
    
    
    927Loans held for sale (1)
    
    
    151,818
    
    
    
    177,510Valuation allowance
    
    
    (1,792
    )
    
    
    (373
    )Net loans held for sale
    
    $
    150,026
    
    
    $
    177,137
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees of $265,000 and $322,000 at
March 31, 2008, and December 31, 2007, respectively.   March 31,
    
    
    March 31,2008
    
    
    2007Loans held for sale:Commercial:Secured by real estate  nonresidential
    
    $
    6,025
    
    
    $
    16,331Secured by real estate  multifamily
    
    
    
    
    
    
    Total commercial loans
    
    
    6,025
    
    
    
    16,331Consumer:Residential mortgage (one-to-four family)
    
    
    
    
    
    
    1,190Total loans held for sale commitments (1)
    
    
    6,025
    
    
    
    17,521Loans held in portfolio:Commercial:Secured by real estate  nonresidential
    
    
    244,070
    
    
    
    270,118Secured by real estate  multifamily
    
    
    93,744
    
    
    
    117,913Construction
    
    
    138,991
    
    
    
    284,657Business
    
    
    481,536
    
    
    
    288,678Total commercial loans
    
    
    958,341
    
    
    
    961,366Consumer:Residential mortgage (one-to-four family)
    
    
    43,683
    
    
    
    30,701Other
    
    
    12,918
    
    
    
    6,513Total consumer loans
    
    
    56,601
    
    
    
    37,214Total loans held in portfolio commitments (1)
    
    
    1,014,942
    
    
    
    998,580Total loan commitments (1)
    
    $
    1,020,967
    
    
    $
    1,016,101
 
 (1)
    
    Amounts do not reflect commitments related to loan participations. -37-




---



##### Table of Contents



IntermediateAdjustable
    
    
    Fixed
    
    
    Fixed
    
    
    TotalCommercial:Secured by real estate  nonresidential
    
    $
    996,693
    
    
    $
    348,884
    
    
    $
    1,034,775
    
    
    $
    2,380,352Secured by real estate  multifamily
    
    
    399,002
    
    
    
    679,913
    
    
    
    126,697
    
    
    
    1,205,612Construction
    
    
    1,777,321
    
    
    
    
    
    
    
    60,262
    
    
    
    1,837,583Business
    
    
    2,019,278
    
    
    
    9,584
    
    
    
    197,247
    
    
    
    2,226,109Total commercial
    
    
    5,192,294
    
    
    
    1,038,381
    
    
    
    1,418,981
    
    
    
    7,649,656Consumer:Residential mortgage (one-to-four family)
    
    
    71,190
    
    
    
    245,293
    
    
    
    185,355
    
    
    
    501,838Other
    
    
    63,847
    
    
    
    
    
    
    
    3,391
    
    
    
    67,238Total consumer
    
    
    135,037
    
    
    
    245,293
    
    
    
    188,746
    
    
    
    569,076Gross loans held in portfolio (1)
    
    $
    5,327,331
    
    
    $
    1,283,674
    
    
    $
    1,607,727
    
    
    $
    8,218,732
 
 (1)
    
    Amounts do not reflect net deferred loan fees, purchase premiums and discounts of
$15.7 million at March 31, 2008.  Deposits
  March 31, 2008
    
    
    December 31, 2007Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageAmount
    
    
    Rate
    
    
    Amount
    
    
    RateNOW, checking and money market accounts
    
    $
    2,443,219
    
    
    
    1.52
    %
    
    $
    2,417,630
    
    
    
    1.91
    %Savings accounts
    
    
    969,312
    
    
    
    1.71
    
    
    
    986,664
    
    
    
    1.94Time deposits:Less than $100,000
    
    
    1,792,235
    
    
    
    2.82
    
    
    
    1,423,935
    
    
    
    4.48$100,000 or greater
    
    
    2,877,388
    
    
    
    4.41
    
    
    
    2,953,011
    
    
    
    4.60Total time deposits
    
    
    4,669,623
    
    
    
    3.80
    
    
    
    4,376,946
    
    
    
    4.56Total deposits
    
    $
    8,082,154
    
    
    
    2.86
    %
    
    $
    7,781,240
    
    
    
    3.40
    %
  -38-




---



##### Table of Contents



Borrowings
  March 31,
    
    December 31,2008
    
    2007Securities sold under agreements to repurchase:Average balance outstanding
    
    $
    789,293
    
    
    $
    400,615Maximum amount outstanding at any month end period
    
    
    850,000
    
    
    
    650,000Balance outstanding at end of period
    
    
    805,000
    
    
    
    650,000Weighted average interest rate during the period
    
    
    3.95
    %
    
    
    4.21
    %Weighted average interest rate at end of period
    
    
    3.72
    %
    
    
    4.04
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    7.35
    
    
    
    8.63Short-term borrowings:FHLB advances and other short-term borrowings:Average balance outstanding
    
    $
    650,811
    
    
    $
    299,713Maximum amount outstanding at any month end period
    
    
    723,789
    
    
    
    637,787Balance outstanding at end of period
    
    
    723,789
    
    
    
    414,532Weighted average interest rate during the period
    
    
    3.12
    %
    
    
    5.15
    %Weighted average interest rate at end of period
    
    
    2.57
    %
    
    
    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
    
    $
    138,000
    
    
    $
    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
    
    
    1,385,808
    
    
    
    1,372,190Weighted average interest rate during the period
    
    
    4.55
    %
    
    
    4.69
    %Weighted average interest rate at end of period
    
    
    4.54
    %
    
    
    4.57
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    4.9
    
    
    
    5.2
 
 Subordinated Debentures
  -39-




---



##### Table of Contents



RISK ELEMENTS
   
    
    Enterprise Risk Management Committee, which reviews credit, operational, market and
liquidity risk;
 
    
    Credit Risk Management Committee, which reviews credit policies, products and problem
assets risk;
 
    
    Market Risk Management Committee, which reviews securities, loans and borrowings to assess
yield, 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
    -40-




---



##### Table of Contents



March 31, 2008
    
    
    December 31, 2007Amount
    
    
    %
    
    
    Amount
    
    
    %Commercial:Secured by real estate  nonresidential
    
    $
    2,368,861
    
    
    
    28.88
    
    
    $
    2,317,501
    
    
    
    29.59Secured by real estate  multifamily
    
    
    1,208,201
    
    
    
    14.73
    
    
    
    1,186,177
    
    
    
    15.14Construction
    
    
    1,831,195
    
    
    
    22.32
    
    
    
    1,666,550
    
    
    
    21.28Business
    
    
    2,225,938
    
    
    
    27.14
    
    
    
    2,076,597
    
    
    
    26.51Total commercial
    
    
    7,634,195
    
    
    
    93.07
    
    
    
    7,246,825
    
    
    
    92.52Consumer:Residential mortgage (one-to-four family)
    
    
    501,636
    
    
    
    6.11
    
    
    
    518,674
    
    
    
    6.62Other
    
    
    67,169
    
    
    
    0.82
    
    
    
    66,651
    
    
    
    0.86Total consumer
    
    
    568,805
    
    
    
    6.93
    
    
    
    585,325
    
    
    
    7.48Loans held in portfolio (1)
    
    $
    8,203,000
    
    
    
    100.00
    
    
    $
    7,832,150
    
    
    
    100.00
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums and discounts
of $15.7 million and $17.9 million at March 31, 2008, and December 31, 2007, respectively.   Nonperforming Assets
  -41-




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##### Table of Contents



March 31,
    
    
    December 31,2008
    
    
    2007Commercial loans:Secured by real estate  nonresidential
    
    $
    51,117
    
    
    $
    18,086Secured by real estate  multifamily
    
    
    1,568
    
    
    
    4,032Construction
    
    
    112,660
    
    
    
    15,799Business
    
    
    15,670
    
    
    
    14,713Total commercial loans
    
    
    181,015
    
    
    
    52,630Consumer loans:Residential mortgage (one-to-four family)
    
    
    344
    
    
    
    349Other
    
    
    
    
    
    
    206Total consumer loans
    
    
    344
    
    
    
    555Total nonaccrual loans from loans held in portfolio
    
    
    181,359
    
    
    
    53,185Other real estate owned
    
    
    3,691
    
    
    
    3,844Total nonperforming assets (1)
    
    $
    185,050
    
    
    $
    57,029Nonperforming assets to total assets
    
    
    1.45
    %
    
    
    0.48
    %Nonaccrual loans to loans held in portfolio
    
    
    2.21
    
    
    
    0.68Nonperforming assets to loans held in portfolio and other real estate owned
    
    
    2.25
    
    
    
    0.73Loans held in portfolio
    
    $
    8,203,000
    
    
    $
    7,832,150Gross interest income recognized on impaired loans
    
    
    237
    
    
    
    139Gross interest income not recognized on nonaccrual loans
    
    
    5,459
    
    
    
    1,877Accruing loans contractually past due 90 days or more
    
    
    29,757
    
    
    
    43,820Loans classified as troubled debt restructurings and not included above
    
    
    8,401
    
    
    
    8,466
 
 (1)
    
    Nonperforming assets exclude loans held for sale and loans contractually past
due 90 days or more but still accruing.     -42-




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##### Table of Contents



Allowances for Credit Losses
 Allowance for Loan Losses
 2008
    
    
    2007Balance at beginning of period:Allowance for loan losses
    
    $
    80,584
    
    
    $
    62,015Allowance for losses  unfunded commitments
    
    
    4,793
    
    
    
    6,833Total allowance for losses at beginning of year
    
    
    85,377
    
    
    
    68,848Provision for loan losses
    
    
    35,069
    
    
    
    1,048Charge-offs:Commercial:Construction
    
    
    (8,586
    )
    
    
    Business
    
    
    (2,617
    )
    
    
    (1,772
    )Secured by real estate  nonresidential
    
    
    (683
    )
    
    
    Secured by real estate  multifamily
    
    
    (189
    )
    
    
    Total commercial
    
    
    (12,075
    )
    
    
    (1,772
    )Consumer:Other
    
    
    (280
    )
    
    
    Total charge-offs
    
    
    (12,355
    )
    
    
    (1,772
    )Recoveries:Commercial:Secured by real estate  nonresidential
    
    
    5
    
    
    
    2Business
    
    
    5
    
    
    
    12Total commercial
    
    
    10
    
    
    
    14Consumer:Other
    
    
    1
    
    
    
    2Total recoveries
    
    
    11
    
    
    
    16Net charge-offs
    
    
    (12,344
    )
    
    
    (1,756
    )Total allowance for losses at end of period
    
    $
    108,102
    
    
    $
    68,140Allowance for loan losses
    
    $
    102,839
    
    
    $
    62,804Allowance for losses  unfunded commitments
    
    
    5,263
    
    
    
    5,336Total allowance for losses at end of year
    
    $
    108,102
    
    
    $
    68,140Allowance for loan losses to loans held in portfolio
    
    
    1.25
    %
    
    
    0.91
    %Net charge-offs to average loans held in portfolio
    
    
    0.62
    
    
    
    0.10
  -43-




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##### Table of Contents



Allowance for Unfunded Commitments
 Market Risk Management
       -44-




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##### Table of Contents



Accounting for Derivative
Instruments and Hedging Activities
  Operational Risk Management
    Liquidity Risk
 Liquidity Management
   -45-




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##### Table of Contents



CAPITAL MANAGEMENT
   -46-




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##### Table of Contents



March 31,
    
    December 31,2008
    
    2007United Commercial Bank:Tier 1 leverage
    
    
    7.33
    %
    
    
    7.42
    %Tier 1 risk-based capital
    
    
    8.82
    
    
    
    8.55Total risk-based capital
    
    
    11.20
    
    
    
    10.80UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage
    
    
    7.62
    %
    
    
    7.39
    %Tier 1 risk-based capital
    
    
    9.17
    
    
    
    8.51Total risk-based capital
    
    
    11.55
    
    
    
    10.76
     -47-




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  -48-




---



##### Table of Contents



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




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##### Table of Contents



Item 6. Exhibits
 Index to ExhibitsExhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith2.1
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCBH Merger Sub, Inc., a wholly owned
subsidiary of Buyer, and Pacifica
Bancorp, Inc. dated May 23, 2005
    
    10-Q
    
    000-24947
    
    
    2.1
    
    
    August 9, 20052.2
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly
owned subsidiary of Buyer, and Asian
American Bank & Trust Company dated
August 2, 2005
    
    10-Q
    
    000-24947
    
    
    2.2
    
    
    November 9, 20052.3
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly
owned subsidiary of Buyer, and Great
Eastern Bank dated October 13, 2005
    
    S-4
    
    000-24947
    
    
    2.1
    
    
    December 12, 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
 -50-




---



##### Table of Contents



Index to ExhibitsExhibit
    
    
    
    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
    
    
    2.2
    
    
    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
 -51-




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##### Table of Contents



Index to ExhibitsExhibit
    
    
    
    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, 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
 -52-




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##### Table of Contents



Index to ExhibitsExhibit
    
    
    
    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, 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 Jonathan H. Downing
    
    
    
    
    
    
    
    
    
    
    

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 Jonathan H. Downing
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
 
 (1)
    
    Furnished herewith -53-




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##### Table of Contents



SIGNATURES
  UCBH HOLDINGS, INC.Date: May 9, 2008
    /s/ Thomas S. WuThomas S. WuChairman, President and
Chief Executive Officer
(Principal Executive Officer)Date: May 9, 2008
    /s/ Jonathan H. DowningJonathan H. DowningExecutive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) -54-