##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the quarterly period ended September 30, 2007.
 OR
 o
    
    Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the transition period from  to
.
 Commission File Number: 000-24947
 UCBH HOLDINGS, INC.
  Delaware
    
    94-3072450(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)555 Montgomery Street, San Francisco, California
    
    94111(Address of principal executive offices)
    
    (Zip Code)
 (415) 315-2800
 þ o
  þ o o
 o þ




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##### 



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Table of Contents
 PagePART IItem 1 Financial Statements
    
    
    1Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    22Item 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    49Item 4 Controls and Procedures
    
    
    49PART IIItem 1 Legal Proceedings
    
    
    50Item 1A Risk Factors
    
    
    50Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    50Item 3 Defaults Upon Senior Securities
    
    
    50Item 4 Submission of Matters to a Vote of Security Holders
    
    
    51Item 5 Other Information
    
    
    51Item 6 Exhibits
    
    
    52SIGNATURES
    
    
    56EXHIBIT 4.14EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.0




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
 September 30,
    
    
    December 31,2007
    
    
    2006ASSETSNoninterest bearing cash
    
    $
    91,443
    
    
    $
    112,343Interest bearing cash
    
    
    176,128
    
    
    
    92,049Federal funds sold
    
    
    144,110
    
    
    
    150,027Cash and cash equivalents
    
    
    411,681
    
    
    
    354,419Securities purchased under agreements to resell
    
    
    200,000
    
    
    
    175,000Investment and mortgage-backed securities available for sale, at fair value
    
    
    1,492,589
    
    
    
    2,149,456Investment and mortgage-backed securities held to maturity, at cost (fair value of
$277,192 and $295,446 at September 30, 2007, and December 31, 2006, respectively)
    
    
    274,547
    
    
    
    290,673Federal Home Loan Bank stock, Federal Reserve Bank stock and other equity investments
    
    
    126,393
    
    
    
    110,775Loans held for sale, net
    
    
    189,388
    
    
    
    142,861Loans held in portfolio
    
    
    7,698,531
    
    
    
    6,635,660Allowance for loan losses
    
    
    (68,540
    )
    
    
    (62,015
    )Loans held in portfolio, net
    
    
    7,629,991
    
    
    
    6,573,645Accrued interest receivable
    
    
    60,370
    
    
    
    50,803Premises and equipment, net
    
    
    145,097
    
    
    
    115,610Goodwill
    
    
    286,729
    
    
    
    226,780Core deposit intangibles, net
    
    
    23,804
    
    
    
    28,325Mortgage servicing rights, net
    
    
    12,195
    
    
    
    13,273Other assets
    
    
    228,347
    
    
    
    114,794Total assets
    
    $
    11,081,131
    
    
    $
    10,346,414LIABILITIES AND STOCKHOLDERS EQUITYNoninterest bearing deposits
    
    $
    842,958
    
    
    $
    767,714Interest bearing deposits
    
    
    6,938,137
    
    
    
    6,435,131Total deposits
    
    
    7,781,095
    
    
    
    7,202,845Securities sold under agreements to repurchase
    
    
    500,000
    
    
    
    401,600Short-term borrowings and federal funds purchased
    
    
    177,335
    
    
    
    654,636Subordinated debentures
    
    
    406,646
    
    
    
    240,549Accrued interest payable
    
    
    27,984
    
    
    
    21,018Long-term borrowings
    
    
    1,134,139
    
    
    
    906,651Other liabilities
    
    
    112,254
    
    
    
    133,044Total liabilities
    
    
    10,139,453
    
    
    
    9,560,343Commitments and contingencies (Note 15)Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 180,000,000 shares authorized at September 30, 2007, and
December 31, 2006; 103,920,862 and 99,448,181 shares issued and outstanding at September
30, 2007, and December 31, 2006, respectively
    
    
    1,039
    
    
    
    994Additional paid-in capital
    
    
    418,350
    
    
    
    341,616Retained earnings
    
    
    541,458
    
    
    
    464,616Accumulated other comprehensive loss
    
    
    (19,169
    )
    
    
    (21,155
    )Total stockholders equity
    
    
    941,678
    
    
    
    786,071Total liabilities and stockholders equity
    
    $
    11,081,131
    
    
    $
    10,346,414
  -1-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
 Three months Ended September 30,
    
    
    Nine Months Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Interest and dividend income:Loans
    
    $
    151,580
    
    
    $
    114,752
    
    
    $
    426,495
    
    
    $
    331,926Investment and mortgage-backed securities:Taxable
    
    
    20,460
    
    
    
    16,220
    
    
    
    64,631
    
    
    
    44,895Nontaxable
    
    
    3,611
    
    
    
    2,686
    
    
    
    10,212
    
    
    
    8,062FHLB Stock
    
    
    917
    
    
    
    1,313
    
    
    
    2,714
    
    
    
    2,308Federal funds sold and deposits with banks
    
    
    2,842
    
    
    
    1,682
    
    
    
    8,526
    
    
    
    3,920Securities purchased under agreements to resell
    
    
    3,341
    
    
    
    1,239
    
    
    
    7,834
    
    
    
    1,239Total interest and dividend income
    
    
    182,751
    
    
    
    137,892
    
    
    
    520,412
    
    
    
    392,350Interest expense:Deposits
    
    
    72,195
    
    
    
    56,702
    
    
    
    206,702
    
    
    
    150,797Securities sold under agreements to repurchase
    
    
    3,631
    
    
    
    1,908
    
    
    
    10,312
    
    
    
    2,829Short-term borrowings and federal funds purchased
    
    
    3,324
    
    
    
    1,523
    
    
    
    12,993
    
    
    
    8,167Subordinated debentures
    
    
    6,138
    
    
    
    3,095
    
    
    
    15,942
    
    
    
    8,845Long-term borrowings
    
    
    13,539
    
    
    
    8,540
    
    
    
    37,973
    
    
    
    23,958Total interest expense
    
    
    98,827
    
    
    
    71,768
    
    
    
    283,922
    
    
    
    194,596Net interest income
    
    
    83,924
    
    
    
    66,124
    
    
    
    236,490
    
    
    
    197,754Provision for loan losses
    
    
    3,010
    
    
    
    936
    
    
    
    6,156
    
    
    
    2,492Net interest income after provision for loan losses
    
    
    80,914
    
    
    
    65,188
    
    
    
    230,334
    
    
    
    195,262Noninterest income:Commercial banking fees
    
    
    5,188
    
    
    
    3,682
    
    
    
    15,140
    
    
    
    11,193Service charges on deposits
    
    
    1,815
    
    
    
    1,006
    
    
    
    5,061
    
    
    
    2,658Gain (loss) on sale of securities, net
    
    
    702
    
    
    
    208
    
    
    
    3,780
    
    
    
    206Gain on sale of SBA loans, net
    
    
    855
    
    
    
    704
    
    
    
    2,265
    
    
    
    2,306Gain on sale of multifamily and commercial real
estate loans, net
    
    
    1,532
    
    
    
    5,212
    
    
    
    4,954
    
    
    
    13,361Equity loss in other equity investments
    
    
    (900
    )
    
    
    (253
    )
    
    
    (2,164
    )
    
    
    (761
    )Acquisition termination fee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000Other
    
    
    1,630
    
    
    
    409
    
    
    
    4,156
    
    
    
    1,211Total noninterest income
    
    
    10,822
    
    
    
    10,968
    
    
    
    33,192
    
    
    
    35,174Noninterest expense:Personnel
    
    
    24,405
    
    
    
    19,900
    
    
    
    71,943
    
    
    
    66,372Occupancy
    
    
    5,510
    
    
    
    4,400
    
    
    
    15,535
    
    
    
    11,815Data processing
    
    
    2,009
    
    
    
    2,257
    
    
    
    6,647
    
    
    
    7,584Furniture and equipment
    
    
    2,139
    
    
    
    1,862
    
    
    
    6,530
    
    
    
    5,297Professional fees and contracted services
    
    
    1,944
    
    
    
    2,428
    
    
    
    5,615
    
    
    
    8,223Deposit insurance
    
    
    560
    
    
    
    194
    
    
    
    1,154
    
    
    
    600Communication
    
    
    796
    
    
    
    284
    
    
    
    2,298
    
    
    
    788Core deposit intangible amortization
    
    
    918
    
    
    
    668
    
    
    
    3,321
    
    
    
    1,690Gain on extinguishment of subordinated debentures
and borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (360
    )Other general and administrative
    
    
    5,297
    
    
    
    5,426
    
    
    
    17,249
    
    
    
    15,289Total noninterest expense
    
    
    43,578
    
    
    
    37,419
    
    
    
    130,292
    
    
    
    117,298Income before income tax expense
    
    
    48,158
    
    
    
    38,737
    
    
    
    133,234
    
    
    
    113,138Income tax expense
    
    
    17,337
    
    
    
    13,167
    
    
    
    47,168
    
    
    
    38,743Net income
    
    $
    30,821
    
    
    $
    25,570
    
    
    $
    86,066
    
    
    $
    74,395Earnings per share:Basic
    
    $
    0.30
    
    
    $
    0.27
    
    
    $
    0.85
    
    
    $
    0.79Diluted
    
    $
    0.29
    
    
    $
    0.26
    
    
    $
    0.82
    
    
    $
    0.76
  -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
    
    
    Income (Loss)Balance at December 31,
2005
    
    
    94,037,878
    
    
    $
    940
    
    
    $
    247,340
    
    
    $
    375,220
    
    
    $
    (19,986
    )
    
    $
    603,514Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,395
    
    
    
    
    
    
    
    74,395
    
    
    $
    74,395Other comprehensive
income, net of tax
benefit of $1,036
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,420
    )
    
    
    (1,420
    )
    
    
    (1,420
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    72,975Stock options exercised,
including related tax
benefit
    
    
    518,476
    
    
    
    6
    
    
    
    5,775
    
    
    
    
    
    
    
    
    
    
    
    5,781Stock compensation charge
    
    
    
    
    
    
    
    
    
    
    1,504
    
    
    
    
    
    
    
    
    
    
    
    1,504Cash dividend of $0.060
per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,498
    )
    
    
    
    
    
    
    (8,498
    )Balance at September
30, 2006
    
    
    94,556,354
    
    
    $
    946
    
    
    $
    254,619
    
    
    $
    441,117
    
    
    $
    (21,406
    )
    
    $
    675,276Balance at December 31,
2006
    
    
    99,448,181
    
    
    $
    994
    
    
    $
    341,616
    
    
    $
    464,616
    
    
    $
    (21,155
    )
    
    $
    786,071Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86,066
    
    
    
    
    
    
    
    86,066
    
    
    $
    86,066Other comprehensive
income, net of tax
liability of $1,304
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,986
    
    
    
    1,986
    
    
    
    1,986Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    88,052Stock options exercised,
including related tax
benefit
    
    
    761,101
    
    
    
    8
    
    
    
    8,075
    
    
    
    
    
    
    
    
    
    
    
    8,083Stock compensation charge
    
    
    
    
    
    
    
    
    
    
    2,550
    
    
    
    
    
    
    
    
    
    
    
    2,550Cash dividend of $0.09
per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,224
    )
    
    
    
    
    
    
    (9,224
    )Shares issued in
connection with
acquisition of CAB
Holding, LLC
    
    
    3,711,580
    
    
    
    37
    
    
    
    66,109
    
    
    
    
    
    
    
    
    
    
    
    66,146Balance at September 30,
2007
    
    
    103,920,862
    
    
    $
    1,039
    
    
    $
    418,350
    
    
    $
    541,458
    
    
    $
    (19,169
    )
    
    $
    941,678
 
 (1)
    
    Accumulated Other Comprehensive Loss arises solely from net unrealized losses on
investment and mortgage-backed securities available for sale, presented net of tax.  -3-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
 Nine Months Ended September 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    86,066
    
    
    $
    74,395Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    6,156
    
    
    
    2,492Amortization of net deferred loan fees, purchase premiums and discounts
    
    
    (9,293
    )
    
    
    (7,257
    )Amortization of net securities premiums and discounts
    
    
    1,613
    
    
    
    (97
    )Federal Home Loan Bank stock dividend
    
    
    (2,445
    )
    
    
    (1,605
    )Amortization of intangibles
    
    
    6,155
    
    
    
    3,738Depreciation and amortization of premises and equipment
    
    
    8,032
    
    
    
    6,677Gain on sale of loans originated in held in portfolio, securities, and other assets, net
    
    
    (8,777
    )
    
    
    (13,621
    )Lower of cost or market adjustment on loans held for sale
    
    
    101
    
    
    
    (150
    )Equity loss in other equity investments
    
    
    2,130
    
    
    
    616Stock compensation expense, net of tax benefit related to nonqualified stock option grants
    
    
    2,549
    
    
    
    1,386Excess tax benefit from stock option exercises
    
    
    (1,233
    )
    
    
    Loss on extinguishment of secured borrowings
    
    
    
    
    
    
    (360
    )Other, net
    
    
    11
    
    
    
    716Changes in operating assets and liabilities:Decrease in loans originated in held for sale
    
    
    14,469
    
    
    
    24,582Increase in accrued interest receivable
    
    
    (8,023
    )
    
    
    (7,632
    )Decrease (increase) in other assets
    
    
    11,438
    
    
    
    (16,804
    )Increase in accrued interest payable
    
    
    3,810
    
    
    
    4,508Decrease (increase) in other liabilities
    
    
    (31,301
    )
    
    
    11,235Net cash provided by operating activities
    
    
    81,458
    
    
    
    82,819Cash flows from investing activities:Net cash acquired from purchase of CAB Holding, LLC
    
    
    33,647
    
    
    
    Payment of acquisition related expenditures
    
    
    (734
    )
    
    
    (399
    )Purchase of securities purchased under agreements to resell
    
    
    (200,000
    )
    
    
    (175,000
    )Proceeds from maturity of securities purchased under agreements to resell
    
    
    175,000
    
    
    
    Investment and mortgage-backed securities, available for sale:Principal payments and maturities
    
    
    1,431,700
    
    
    
    125,739Purchases
    
    
    (1,537,665
    )
    
    
    (239,962
    )Sales
    
    
    639,321
    
    
    
    96,777Called
    
    
    92,943
    
    
    
    1,800Investment and mortgage-backed securities, held to maturity:Principal payments and maturities
    
    
    7,293
    
    
    
    12,054Purchases
    
    
    
    
    
    
    (750
    )Called
    
    
    8,895
    
    
    
    Proceeds from redemption of Federal Home Loan Bank stock
    
    
    10,483
    
    
    
    5,883Purchase of Federal Home Loan Bank stock
    
    
    (11,730
    )
    
    
    (19,150
    )Proceeds from redemption of Federal Reserve Bank stock
    
    
    1,267
    
    
    
    Funding of other equity investments
    
    
    (7,679
    )
    
    
    (2,030
    )Proceeds from the sale of loans originated in held in portfolio
    
    
    311,145
    
    
    
    634,409Proceeds from the sale of real estate owned
    
    
    238
    
    
    
    Loans originated in held in portfolio funded and purchased, net of principal collections
    
    
    (1,251,256
    )
    
    
    (826,815
    )Purchases of premises and other equipment
    
    
    (6,881
    )
    
    
    (5,863
    )Other investing activities, net
    
    
    1,076
    
    
    
    431Net cash used in investing activities
    
    
    (302,937
    )
    
    
    (392,876
    )Cash flows from financing activities:Net increase in demand deposits, NOW, money market and savings accounts
    
    
    152,895
    
    
    
    130,354Net increase (decrease) in time deposits
    
    
    112,066
    
    
    
    (13,251
    )Net decrease in short-term borrowings
    
    
    (477,301
    )
    
    
    (123,410
    )Proceeds from securities sold under agreements to repurchase
    
    
    349,267
    
    
    
    300,000Payments of securities sold under agreements to repurchase
    
    
    (250,867
    )
    
    
    Proceeds from issuance of subordinated debentures
    
    
    166,238
    
    
    
    Proceeds from long-term borrowings
    
    
    386,712
    
    
    
    79,386Principal payments of long-term borrowings
    
    
    (159,262
    )
    
    
    (48,876
    )Proceeds from stock option exercises
    
    
    6,851
    
    
    
    3,867Excess tax benefit from stock option exercises
    
    
    1,233
    
    
    
    Payment of cash dividend on common stock
    
    
    (9,091
    )
    
    
    (8,012
    )Net cash provided by financing activities
    
    
    278,741
    
    
    
    320,058Net increase in cash and cash equivalents
    
    
    57,262
    
    
    
    10,001Cash and cash equivalents at beginning of period
    
    
    354,419
    
    
    
    203,065Cash and cash equivalents at end of period
    
    $
    411,681
    
    
    $
    213,066
  -4-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 1.
    
    Basis of Presentation and Summary of Significant Accounting and Reporting PoliciesBasis of Presentation and Principles of ConsolidationThe unaudited interim consolidated financial statements include the accounts of UCBH Holdings, Inc.
(UCBH), the bank holding company of United Commercial Bank (UCB), and its consolidated
subsidiaries (collectively referred to as the Company, we, us and our). The consolidated
results exclude eleven special purpose trusts owned by UCBH, which were created for issuing
guaranteed preferred beneficial interests in UCBHs junior subordinated debentures. In accordance
with Financial Accounting Standards Board (the FASB) Interpretation No. (FIN) 46R,
Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, these special purpose
trusts are excluded from the consolidated results as UCBH is not considered to be the primary
beneficiary of these trusts. All significant intercompany transactions and balances have been
eliminated in consolidation. In the opinion of management, the unaudited consolidated financial
statements contain all adjustments consisting only of a normal and recurring nature, which are
considered necessary for a fair presentation of the financial condition and results of operations
for such periods. The unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and related notes included in the Companys
annual report on Form 10-K for the year ended December 31, 2006.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, 2006, consolidated balance
sheet was derived from audited financial statements, but does not include all disclosures required
by GAAP. Results as of and for the three and nine months ended September 30, 2007, are not
necessarily indicative of results that may be expected for any other interim period or the year as
a whole.The results of operations for the three and nine months ended September 30, 2007, include the
results of operations of Summit Bank Corporation, which was acquired on December 29, 2006, and The
Chinese American Bank, which was acquired on May 23, 2007.Use of Estimates in Preparation of Financial StatementsThe preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimated results.ReclassificationCertain reclassifications have been made to prior periods consolidated financial statements to
conform to the September 30, 2007, presentation.Allowance for Loan LossesThe allowance for loan losses represents our estimate of the losses that are inherent in the loans
held in portfolio. Similarly, loans held for sale are excluded from any of the information
included in Note 8, 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.
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 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. 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. 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.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 statement of financial position.2.
    
    Recent Accounting PronouncementsFair Value Option for Financial Assets and Financial LiabilitiesIn February 2007, the Financial Accounting Standards Board (the FASB) issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB
Statement No. 115. SFAS No. 159 provides entities with an option to report selected financial
assets and liabilities at fair value. Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company will adopt SFAS No. 159 effective January 1, 2008.
In connection therewith, management of the Company does not expect the adoption of SFAS No. 159 to
have a material impact on the Companys financial position or results of operations.Fair Value MeasurementsIn September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines
fair value, establishes a framework for measuring fair value and expands disclosures about fair
value measurements. SFAS No. 157 clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing an asset or liability and establishes a fair
value hierarchy that prioritizes the information used to develop those assumptions. Under the
standard, fair value measurements would be separately disclosed by level within the fair value
hierarchy. SFAS No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. The Company will adopt
SFAS. No 157 effective January 1, 2008. In connection therewith, management of the Company does
not expect the adoption of SFAS No. 157 to have a material impact on the Companys financial
position or results of operations. The Company is, however, in the process of evaluating the
various valuation models and methodologies that the Company will need to implement, in order to
comply with the disclosure requirements of SFAS No. 157.Accounting for Uncertainty in Income TaxesIn July 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes, an interpretation
of FASB Statement No. 109. FIN 48 clarifies the accounting for income tax uncertainties that have
been recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be taken in
a tax return. FIN 48 requires that the Company recognize in the financial statements the impact of
a tax position, if that position is more likely than not of being sustained on audit, based on
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 the technical merits of the position. FIN 48 also provides additional guidance on accounting for
tax uncertainties, including derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. The provisions of FIN 48 are effective for fiscal years
beginning after December 15, 2006, with the cumulative effect of the change in accounting principle
recorded as an adjustment to opening retained earnings. The Company adopted the provisions of FIN
48 effective January 1, 2007. The impact of adopting FIN 48 resulted in a cumulative effect
adjustment of $3.0 million with a $2.6 million decrease in goodwill, and an offsetting $2.6 million
decrease in current taxes payable. There were no cumulative effect adjustments to the Companys
opening retained earnings as of January 1, 2007. Additionally, in connection with the adoption of
FIN 48, the Company will continue to classify interest and penalties related to unrecognized tax
positions as components of interest expense.Accounting for Servicing of Financial AssetsIn March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an
amendment of FASB Statement No. 140. SFAS No. 156 permits entities to choose either to measure loan
servicing rights subsequent to initial valuation at fair value and report changes in fair value in
earnings or to amortize the servicing rights in proportion to and over the estimated net servicing
income or loss and assess the loan servicing rights for impairment or the need for an increased
obligation. SFAS No. 156 also clarifies when a servicer should separately recognize servicing
assets and liabilities, requires that all separately recognized assets and liabilities be initially
measured at fair value, if practicable, permits a one-time reclassification of available for sales
securities to trading securities by an entity with recognized servicing rights and requires
additional disclosures for all separately recognized servicing assets and liabilities. SFAS No. 156
is effective as of the beginning of an entitys fiscal year that begins after September 15, 2006.
In accordance with SFAS No. 156, the Company has initially measured mortgage servicing rights at
fair value and will continue to subsequently amortize its mortgage servicing rights based on
estimated future net servicing income, with quarterly assessments for impairment. The Company
adopted the provisions of SFAS No. 156 effective January 1, 2007. The adoption did not have a
material impact on the Companys financial position or results of operations.Accounting for Certain Hybrid Financial InstrumentsIn February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and 140. SFAS No. 155 permits fair value
remeasurement for any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips
are not subject to the requirements of SFAS No. 133; establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are freestanding derivatives
or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation;
clarifies that concentrations of credit risk in the form of subordination are not embedded
derivatives; and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. The new standard is effective for all financial
instruments acquired or issued after the beginning of the Companys first fiscal year that begins
after September 15, 2006. The adoption of SFAS No. 155 did not have a material impact on the
Companys financial position or results of operations.3.
    
    Business CombinationsCAB Holding, LLCUCBH and CAB Holding, LLC (CAB), the holding company of The Chinese American Bank, a New York
state-chartered bank, entered into an Agreement and Plan of Merger dated as of January 10, 2007.
On May 23, 2007, UCBH completed its acquisition of CAB for a total consideration of approximately
$132.6 million consisting of 3,711,580 shares of UCBHs common stock valued at $66.1 million and
$66.5 million in cash, which includes direct
acquisition costs of $1.5 million. The results of CABs operations have been included in the
consolidated financial statements since that date.
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 The purchase price, including direct acquisition costs, has been allocated to the assets acquired
and liabilities assumed based on fair values at the acquisition date. The allocation of purchase
price at the date of acquisition was as follows (dollars in thousands):
 Cash and due from banks
    
    $
    21,372Federal funds sold
    
    
    78,700Investment and mortgage-backed securities available for sale
    
    
    64,882Federal Home Loan Bank stock, Federal Reserve Bank stock
and other equity investments
    
    
    1,128Loans held in portfolio, net
    
    
    167,838Premises and equipment
    
    
    31,701Goodwill
    
    
    63,565Core deposit intangibles
    
    
    6,600Other assets
    
    
    17,667Total assets acquired
    
    
    453,453Deposits
    
    
    311,669Other liabilities
    
    
    9,213Total liabilities assumed
    
    
    320,882Total allocation of purchase price
    
    $
    132,571
 The purchase price allocation reflected above is preliminary and subject to final determination of
valuation of the fair value of assets acquired and liabilities assumed. The Company expects to
finalize the valuation in the fourth quarter of 2007 and does not expect this to have a material
impact on the Companys financial position or results of operations.Business Development Bank Ltd.On March 26, 2007, UCB entered into two agreements to purchase the Business Development Bank Ltd.
(BDB), a wholly foreign owned enterprise established and existing under the laws of the Peoples
Republic of China, for a total consideration of $205.0 million in cash. The parties to the
agreements may terminate the transaction for various reasons prior to the consummation of the
acquisition. This acquisition will provide the Company with bank branches in Shanghai and Shantou,
China and representative offices in Beijing and Guangzhou, China, which will in turn accelerate the
implementation of the Companys Greater China expansion strategy. The transaction is subject to
both U.S. regulatory and China Banking Regulatory Commission approvals and is anticipated to close
in the fourth quarter of 2007. BDB had total assets of $242.8 million, total loans of $214.2
million and total deposits of $20.1 million as of September 30, 2007.4.
    
    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% (calculated on a post closing basis) of the outstanding shares of
UCBH common stock in two phases, with a mutual option to increase Minshengs ownership to 20.0%
(calculated on a post closing basis).
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 In the first phase, which is anticipated to close in the fourth quarter of 2007, UCBH will issue
approximately 5.4 million shares of its common stock to Minsheng at a price per share of $17.79,
representing the 90-day average
UCBH closing price as of the close on September 28, 2007. In the second phase, which is anticipated
to close in 2008, Minsheng will increase its ownership to 9.9% 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% through, at the discretion of UCBH, a combination of the purchase of
secondary shares and/or the issuance of primary shares.5.
    
    Cash and Due from BanksUCB is required to maintain cash reserves in a noninterest-bearing account at the 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
September 30, 2007, and December 31, 2006, the reserve requirement was $12.2 million and $7.6
million, respectively.6.
    
    Securities Purchased Under Agreements to ResellInformation regarding outstanding securities purchased under agreements to resell (the Resell
Agreements) as of and for the nine months ended September 30, 2007, and as of and for the year
ended December 31, 2006, were as follows (dollars in thousands):
 September 30,
    
    December 31,2007
    
    2006Average balance outstanding
    
    $
    157,967
    
    
    $
    62,740Maximum amount outstanding at any month end period
    
    
    200,000
    
    
    
    175,000Balance outstanding at end of period
    
    
    200,000
    
    
    
    175,000Weighted average interest rate during the period
    
    
    6.61
    %
    
    
    7.41
    %Weighted average interest rate at end of period
    
    
    6.77
    %
    
    
    7.37
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    9.6
    
    
    
    9.6
 7.
    
    Investment and Mortgage-Backed SecuritiesAt the end of each month, UCB adjusts the carrying value of its Available for Sale (AFS)
Investment Securities Portfolio to reflect the current fair value of each security. The Held to
Maturity (HTM) Investment Securities Portfolio is carried at amortized cost. At the time a
security is purchased, UCB classifies the security as either AFS or HTM. Securities are classified
as HTM if management has the positive intent and ability to hold such securities to maturity.
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 The amortized cost and approximate market value of investment and mortgage-backed securities
classified as AFS and HTM, along with the portions of the portfolio with unrealized loss positions
at September 30, 2007, were as follows (dollars in thousands):
 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
    
    $
    18,516
    
    
    $
    
    
    
    $
    (801
    )
    
    $
    17,715
    
    
    $
    17,715
    
    
    $
    (801
    )
    
    $
    
    
    
    $
    
    
    
    $
    17,715
    
    
    $
    (801
    )Collateralized debt
obligations
    
    
    33,481
    
    
    
    
    
    
    
    (3,924
    )
    
    
    29,557
    
    
    
    21,267
    
    
    
    (3,714
    )
    
    
    8,290
    
    
    
    (210
    )
    
    
    29,557
    
    
    
    (3,924
    )U.S. Government
sponsored enterprises
notes
    
    
    487,968
    
    
    
    1,289
    
    
    
    (1,986
    )
    
    
    487,271
    
    
    
    
    
    
    
    
    
    
    
    108,938
    
    
    
    (1,986
    )
    
    
    108,938
    
    
    
    (1,986
    )Municipals
    
    
    61,952
    
    
    
    23
    
    
    
    (1,711
    )
    
    
    60,264
    
    
    
    56,399
    
    
    
    (1,711
    )
    
    
    
    
    
    
    
    
    
    
    56,399
    
    
    
    (1,711
    )Other
    
    
    10,000
    
    
    
    
    
    
    
    (419
    )
    
    
    9,581
    
    
    
    9,581
    
    
    
    (419
    )
    
    
    
    
    
    
    
    
    
    
    9,581
    
    
    
    (419
    )Total investment
securities available for
sale
    
    
    611,917
    
    
    
    1,312
    
    
    
    (8,841
    )
    
    
    604,388
    
    
    
    104,962
    
    
    
    (6,645
    )
    
    
    117,228
    
    
    
    (2,196
    )
    
    
    222,190
    
    
    
    (8,841
    )Mortgage-backed
securities available for
sale:FNMA
    
    
    394,124
    
    
    
    3
    
    
    
    (11,596
    )
    
    
    382,531
    
    
    
    25,625
    
    
    
    (228
    )
    
    
    356,302
    
    
    
    (11,368
    )
    
    
    381,927
    
    
    
    (11,596
    )GNMA
    
    
    78,549
    
    
    
    16
    
    
    
    (2,931
    )
    
    
    75,634
    
    
    
    
    
    
    
    
    
    
    
    75,147
    
    
    
    (2,931
    )
    
    
    75,147
    
    
    
    (2,931
    )FHLMC
    
    
    246,929
    
    
    
    31
    
    
    
    (8,011
    )
    
    
    238,949
    
    
    
    
    
    
    
    
    
    
    
    234,065
    
    
    
    (8,011
    )
    
    
    234,065
    
    
    
    (8,011
    )Other
    
    
    194,364
    
    
    
    446
    
    
    
    (3,724
    )
    
    
    191,086
    
    
    
    24,237
    
    
    
    (10
    )
    
    
    153,407
    
    
    
    (3,714
    )
    
    
    177,644
    
    
    
    (3,724
    )Total mortgage-backed
securities available for
sale
    
    
    913,966
    
    
    
    496
    
    
    
    (26,262
    )
    
    
    888,200
    
    
    
    49,862
    
    
    
    (238
    )
    
    
    818,921
    
    
    
    (26,024
    )
    
    
    868,783
    
    
    
    (26,262
    )Total investment and
mortgage-backed
securities available for
sale
    
    
    1,525,883
    
    
    
    1,808
    
    
    
    (35,103
    )
    
    
    1,492,588
    
    
    
    154,824
    
    
    
    (6,883
    )
    
    
    936,149
    
    
    
    (28,220
    )
    
    
    1,090,973
    
    
    
    (35,103
    )Investment securities
held to maturity:Municipal securities
    
    
    213,877
    
    
    
    5,010
    
    
    
    (113
    )
    
    
    218,774
    
    
    
    11,325
    
    
    
    (107
    )
    
    
    415
    
    
    
    (6
    )
    
    
    11,740
    
    
    
    (113
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    4,138
    
    
    
    
    
    
    
    (182
    )
    
    
    3,956
    
    
    
    
    
    
    
    
    
    
    
    3,956
    
    
    
    (182
    )
    
    
    3,956
    
    
    
    (182
    )GNMA
    
    
    56,106
    
    
    
    
    
    
    
    (2,050
    )
    
    
    54,056
    
    
    
    
    
    
    
    
    
    
    
    54,056
    
    
    
    (2,050
    )
    
    
    54,056
    
    
    
    (2,050
    )FHLMC
    
    
    425
    
    
    
    
    
    
    
    (19
    )
    
    
    406
    
    
    
    
    
    
    
    
    
    
    
    406
    
    
    
    (19
    )
    
    
    406
    
    
    
    (19
    )Total mortgage-backed
securities held to
maturity
    
    
    60,669
    
    
    
    
    
    
    
    (2,251
    )
    
    
    58,418
    
    
    
    
    
    
    
    
    
    
    
    58,418
    
    
    
    (2,251
    )
    
    
    58,418
    
    
    
    (2,251
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    274,546
    
    
    
    5,010
    
    
    
    (2,364
    )
    
    
    277,192
    
    
    
    11,325
    
    
    
    (107
    )
    
    
    58,833
    
    
    
    (2,257
    )
    
    
    70,158
    
    
    
    (2,364
    )Total securities
    
    $
    1,800,429
    
    
    $
    6,818
    
    
    $
    (37,467
    )
    
    $
    1,769,780
    
    
    $
    166,149
    
    
    $
    (6,990
    )
    
    $
    994,982
    
    
    $
    (30,477
    )
    
    $
    1,161,131
    
    
    $
    (37,467
    )
 As of September 30, 2007, the net unrealized loss on securities was $30.6 million. The net
unrealized loss on securities that are available for sale was $33.3 million. Net of a tax benefit
of $14.1 million, the unrealized $19.2 million loss is included in other comprehensive loss as a
reduction to stockholders equity. The $2.6 million net unrealized gain between the carrying value
and market value of securities that are held to maturity has not been recognized in the
consolidated financial statements for the three and nine months ended September 30, 2007.
Additionally, certain securities that UCB holds have unrealized losses that extend for periods in
excess of twelve months. These securities are comprised primarily of U.S. Government sponsored
enterprise notes, mortgage-backed securities and municipal securities. Mortgage-backed securities
consist primarily of securities guaranteed by FNMA, GMNA and FHLMC, as well as certain
collateralized mortgage obligations. These securities are collateralized by residential mortgage
loans and may be prepaid at par prior to maturity. The unrealized losses on the mortgage-backed
securities resulted from rising interest rates subsequent to purchase. The unrealized losses will
decline as interest rates fall to the purchase yield and as the securities approach contractual or
expected maturity. Management does not believe that there have been any deteriorations of credit
quality that would contribute to any impairment of these securities.
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 The Companys investments in CDOs are backed by trust preferred securities issued by banks,
insurance companies, and REITs. Of those investments, two CDO investments totaling $20.0 million
are backed primarily by the trust preferred securities of REITs and have an unrealized loss of $3.6
million. Both investments are AA rated and have not been downgraded by any rating agency, and
management believes the credit support in the deal structures is adequate to protect contractual
interest and principal payments.The municipal securities are issued by states and their political subdivisions in the U.S. These
securities either have bond insurance or guarantees that provide investment grade ratings of AAA,
AA or A. Although certain securities were downgraded during the quarter ended September 30, 2007,
management has performed additional analysis on a security by security basis and has concluded that
there is no other than temporary impairment associated with these securities. The unrealized losses
will decline as interest rates fall to the purchase yield and as the securities approach
contractual or expected maturity.Since UCB has the intent and ability to hold its available-for-sale securities until recovery of
the par amount, which could be at maturity, UCB has concluded that the decline in value on these
securities is temporary.
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 The amortized cost and approximate market value of investment and mortgage-backed securities
classified as AFS and HTM, along with the portions of the portfolio with unrealized loss positions
at December 31, 2006, were as follows (dollars in thousands):
 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
    
    $
    38,445
    
    
    $
    5
    
    
    $
    (316
    )
    
    $
    38,134
    
    
    $
    14,888
    
    
    $
    (113
    )
    
    $
    8,296
    
    
    $
    (203
    )
    
    $
    23,184
    
    
    $
    (316
    )U.S. Government
sponsored
enterprises notes
    
    
    588,621
    
    
    
    120
    
    
    
    (5,701
    )
    
    
    583,040
    
    
    
    263,885
    
    
    
    (1,566
    )
    
    
    125,194
    
    
    
    (4,135
    )
    
    
    389,079
    
    
    
    (5,701
    )U.S. Government
sponsored
enterprises
discount notes
    
    
    249,024
    
    
    
    61
    
    
    
    
    
    
    
    249,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    U.S. Treasury Bills
    
    
    73,183
    
    
    
    17
    
    
    
    
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Municipals
    
    
    58,325
    
    
    
    
    
    
    
    
    
    
    
    58,325
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial paper
    
    
    49,952
    
    
    
    
    
    
    
    
    
    
    
    49,952
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    10,000
    
    
    
    
    
    
    
    (125
    )
    
    
    9,875
    
    
    
    9,875
    
    
    
    (125
    )
    
    
    
    
    
    
    
    
    
    
    9,875
    
    
    
    (125
    )Total investment
securities available
for sale
    
    
    1,067,550
    
    
    
    203
    
    
    
    (6,142
    )
    
    
    1,061,611
    
    
    
    288,648
    
    
    
    (1,804
    )
    
    
    133,490
    
    
    
    (4,338
    )
    
    
    422,138
    
    
    
    (6,142
    )Mortgage-backed
securities available
for sale:FNMA
    
    
    515,711
    
    
    
    391
    
    
    
    (13,405
    )
    
    
    502,697
    
    
    
    148,236
    
    
    
    (3,025
    )
    
    
    284,506
    
    
    
    (10,380
    )
    
    
    432,742
    
    
    
    (13,405
    )GNMA
    
    
    87,866
    
    
    
    
    
    
    
    (3,261
    )
    
    
    84,605
    
    
    
    
    
    
    
    
    
    
    
    78,742
    
    
    
    (3,261
    )
    
    
    78,742
    
    
    
    (3,261
    )FHLMC
    
    
    313,991
    
    
    
    140
    
    
    
    (9,847
    )
    
    
    304,284
    
    
    
    7,424
    
    
    
    (32
    )
    
    
    255,779
    
    
    
    (9,815
    )
    
    
    263,203
    
    
    
    (9,847
    )Other
    
    
    200,832
    
    
    
    16
    
    
    
    (4,589
    )
    
    
    196,259
    
    
    
    
    
    
    
    
    
    
    
    171,423
    
    
    
    (4,589
    )
    
    
    171,423
    
    
    
    (4,589
    )Total
mortgage-backed securities available
for sale
    
    
    1,118,400
    
    
    
    547
    
    
    
    (31,102
    )
    
    
    1,087,845
    
    
    
    155,660
    
    
    
    (3,057
    )
    
    
    790,450
    
    
    
    (28,045
    )
    
    
    946,110
    
    
    
    (31,102
    )Total investment and
mortgage-backed
securities available
for sale
    
    
    2,185,950
    
    
    
    750
    
    
    
    (37,244
    )
    
    
    2,149,456
    
    
    
    444,308
    
    
    
    (4,861
    )
    
    
    923,940
    
    
    
    (32,383
    )
    
    
    1,368,248
    
    
    
    (37,244
    )Investment
securities held to maturity:Municipal securities
    
    
    222,638
    
    
    
    6,750
    
    
    
    (30
    )
    
    
    229,358
    
    
    
    4,531
    
    
    
    (24
    )
    
    
    416
    
    
    
    (6
    )
    
    
    4,947
    
    
    
    (30
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    4,372
    
    
    
    
    
    
    
    (172
    )
    
    
    4,200
    
    
    
    
    
    
    
    
    
    
    
    4,200
    
    
    
    (172
    )
    
    
    4,200
    
    
    
    (172
    )GNMA
    
    
    63,122
    
    
    
    
    
    
    
    (1,755
    )
    
    
    61,367
    
    
    
    
    
    
    
    
    
    
    
    61,367
    
    
    
    (1,755
    )
    
    
    61,367
    
    
    
    (1,755
    )FHLMC
    
    
    541
    
    
    
    
    
    
    
    (20
    )
    
    
    521
    
    
    
    
    
    
    
    
    
    
    
    521
    
    
    
    (20
    )
    
    
    521
    
    
    
    (20
    )Total mortgage-backed
securities held to
maturity
    
    
    68,035
    
    
    
    
    
    
    
    (1,947
    )
    
    
    66,088
    
    
    
    
    
    
    
    
    
    
    
    66,088
    
    
    
    (1,947
    )
    
    
    66,088
    
    
    
    (1,947
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    290,673
    
    
    
    6,750
    
    
    
    (1,977
    )
    
    
    295,446
    
    
    
    4,531
    
    
    
    (24
    )
    
    
    66,504
    
    
    
    (1,953
    )
    
    
    71,035
    
    
    
    (1,977
    )Total securities
    
    $
    2,476,623
    
    
    $
    7,500
    
    
    $
    (39,221
    )
    
    $
    2,444,902
    
    
    $
    448,839
    
    
    $
    (4,885
    )
    
    $
    990,444
    
    
    $
    (34,336
    )
    
    $
    1,439,283
    
    
    $
    (39,221
    )
 As of December 31, 2006, the net unrealized loss on securities was $31.7 million. The net
unrealized loss on securities that are available for sale was $36.5 million. Net of a tax benefit
of $15.3 million, the unrealized $21.2 million loss is included in other comprehensive loss as a
reduction to stockholders equity. The $4.8 million net unrealized gain between the carrying value
and market value of securities that are held to maturity has not been recognized in the
consolidated financial statements for the year ended December 31, 2006.
 -12-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 8.
    
    Loans Held for SaleThe components of loans held for sale as of September 30, 2007, and December 31, 2006, were as
follows (dollars in thousands):
 September 30,
    
    
    December 31,2007
    
    
    2006Commercial:Secured by real estate  nonresidential
    
    $
    187,863
    
    
    $
    141,348Business
    
    
    1,135
    
    
    
    1,203Total commercial loans
    
    
    188,998
    
    
    
    142,551Consumer:Residential mortgage (one to four family)
    
    
    390
    
    
    
    310Loans held for sale (1)
    
    $
    189,388
    
    
    $
    142,861
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase
premiums and discounts of $371,000 and $213,000 at September 30, 2007, and
December 31, 2006, respectively. 9.
    
    Loans Held in Portfolio and Allowance for Loan LossesThe components of loans held in portfolio as of September 30, 2007, and December 31, 2006, were as
follows (dollars in thousands):
 September 30,
    
    
    December 31,2007
    
    
    2006Commercial:Secured by real estate  nonresidential
    
    $
    2,619,291
    
    
    $
    2,341,572Secured by real estate  multifamily
    
    
    1,341,407
    
    
    
    1,275,594Construction
    
    
    1,486,581
    
    
    
    1,054,302Business
    
    
    1,689,750
    
    
    
    1,461,322Total commercial loans
    
    
    7,137,029
    
    
    
    6,132,790Consumer:Residential mortgage (one-to-four family)
    
    
    496,934
    
    
    
    448,895Other (1)
    
    
    64,568
    
    
    
    53,975Total consumer loans
    
    
    561,502
    
    
    
    502,870Loans held in portfolio (2)
    
    
    7,698,531
    
    
    
    6,635,660Allowance for loan losses
    
    
    (68,540
    )
    
    
    (62,015
    )Net loans held in portfolio
    
    $
    7,629,991
    
    
    $
    6,573,645
 
 (1)
    
    Amount includes deposit overdrafts of $8.5 million and $999,000 at
September 30, 2007, and December 31, 2006, respectively.(2)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums
and discounts of $21.7 million and $25.8 million at September 30, 2007, and
December 31, 2006, respectively. -13-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 The activity in the allowance for loan losses and allowance for losses related to unfunded
commitments for the three and nine months ended September 30, 2007 and 2006, were as follows
(dollars in thousands):
 Three Months Ended September 30, 2007
    
    
    Three Months Ended September 30, 2006Allowance for
    
    
    
    
    
    
    
    
    
    
    Allowance forLosses 
    
    
    Total
    
    
    
    
    
    
    Losses 
    
    
    TotalAllowance for
    
    
    Unfunded
    
    
    Allowance for
    
    
    Allowance for
    
    
    Unfunded
    
    
    Allowance forLoan Losses
    
    
    Commitments
    
    
    Losses
    
    
    Loan Losses
    
    
    Commitments
    
    
    LossesBalance at beginning of period
    
    $
    67,739
    
    
    $
    4,968
    
    
    $
    72,707
    
    
    $
    59,035
    
    
    $
    5,224
    
    
    $
    64,259Provision for losses
    
    
    3,094
    
    
    
    (84
    )
    
    
    3,010
    
    
    
    (68
    )
    
    
    1,004
    
    
    
    936Loans charged off
    
    
    (3,100
    )
    
    
    
    
    
    
    (3,100
    )
    
    
    (2,507
    )
    
    
    
    
    
    
    (2,507
    )Recoveries of loans previously charged off
    
    
    807
    
    
    
    
    
    
    
    807
    
    
    
    170
    
    
    
    
    
    
    
    170Adjustment  acquired through business
combinations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at end of period
    
    $
    68,540
    
    
    $
    4,884
    
    
    $
    73,424
    
    
    $
    56,630
    
    
    $
    6,228
    
    
    $
    62,858
 Nine Months Ended September 30, 2007
    
    
    Nine Months Ended September 30, 2006Allowance for
    
    
    
    
    
    
    
    
    
    
    Allowance forLosses 
    
    
    Total
    
    
    
    
    
    
    Losses 
    
    
    TotalAllowance for
    
    
    Unfunded
    
    
    Allowance for
    
    
    Allowance for
    
    
    Unfunded
    
    
    Allowance forLoan Losses
    
    
    Commitments
    
    
    Losses
    
    
    Loan Losses
    
    
    Commitments
    
    
    LossesBalance at beginning of period
    
    $
    62,015
    
    
    $
    6,833
    
    
    $
    68,848
    
    
    $
    64,542
    
    
    $
    3,402
    
    
    $
    67,944Provision for losses
    
    
    8,105
    
    
    
    (1,949
    )
    
    
    6,156
    
    
    
    (334
    )
    
    
    2,826
    
    
    
    2,492Loans charged off
    
    
    (6,474
    )
    
    
    
    
    
    
    (6,474
    )
    
    
    (7,990
    )
    
    
    
    
    
    
    (7,990
    )Recoveries of loans previously charged off
    
    
    1,069
    
    
    
    
    
    
    
    1,069
    
    
    
    412
    
    
    
    
    
    
    
    412Adjustment  acquired through business
combinations
    
    
    3,825
    
    
    
    
    
    
    
    3,825
    
    
    
    
    
    
    
    
    
    
    
    Balance at end of period
    
    $
    68,540
    
    
    $
    4,884
    
    
    $
    73,424
    
    
    $
    56,630
    
    
    $
    6,228
    
    
    $
    62,858
 During the nine months ended September 30, 2007, the allowance for loan losses increased $6.5
million from the balance at December 31, 2006. The increase is due to $3.8 million of allowance
for loan losses acquired in connection with the purchase of CAB, an increase in specific valuation
allowances associated with impaired loans, and growth in the Companys loan portfolio. These
increases were offset by a $6.4 million reduction from changes in loss factors, improved risk
ratings on certain classified loans, and a $5.4 million reduction attributable to net loan
charge-offs.The reserve for unfunded commitments, which is included in other liabilities on the balance sheet,
decreased $1.9 million from December 31, 2006. The decrease was primarily a result of the change in
the loss factor of $3.7 million.
 -14-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 10.
    
    BorrowingsSecurities Sold Under Agreements to RepurchaseInformation regarding outstanding securities sold under agreements to repurchase (the Repurchase
Agreements) as of and for the nine months ended September 30, 2007, and as of and for the year
ended December 31, 2006, were as follows (dollars in thousands):
 September 30,
    
    December 31,2007
    
    2006Average balance outstanding
    
    $
    336,902
    
    
    $
    162,124Maximum amount outstanding at any month end period
    
    
    500,000
    
    
    
    401,600Balance outstanding at end of period
    
    
    500,000
    
    
    
    401,600Weighted average interest rate during the period
    
    
    4.13
    %
    
    
    3.56
    %Weighted average interest rate at end of period
    
    
    3.92
    %
    
    
    3.71
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    8.5
    
    
    
    6.1
 During January 2007, the five Repurchase Agreements amounting to $101.6 million assumed by UCB in
connection with the Summit Bank Corporation acquisition matured.Long-Term and Short-Term BorrowingsInformation regarding outstanding long-term and short-term borrowings as of and for the nine months
ended September 30, 2007, and as of and for the year ended December 31, 2006, were as follows
(dollars in thousands):
 September 30,
    
    December 31,2007
    
    2006Short-term borrowings:Federal Home Loan Bank advances and other short-term borrowings:Average balance outstanding
    
    $
    307,908
    
    
    $
    224,234Maximum amount outstanding at any month end period
    
    
    637,787
    
    
    
    654,636Balance outstanding at end of period
    
    
    147,335
    
    
    
    654,636Weighted average interest rate during the period
    
    
    5.45
    %
    
    
    4.52
    %Weighted average interest rate at end of period
    
    
    5.29
    %
    
    
    5.21
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    0.03
    
    
    
    Long-term borrowings:Federal Home Loan Bank advances:Average balance outstanding
    
    $
    1,078,786
    
    
    $
    683,978Maximum amount outstanding at any month end period
    
    
    1,181,142
    
    
    
    906,651Balance outstanding at end of period
    
    
    1,134,139
    
    
    
    906,651Weighted average interest rate during the period
    
    
    4.69
    %
    
    
    4.89
    %Weighted average interest rate at end of period
    
    
    4.62
    %
    
    
    4.72
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    6.13
    
    
    
    5.4
 UCB maintains a secured credit facility with the FHLB against which UCB may take advances. The
terms of this credit facility requires UCB to maintain in safekeeping with the FHLB eligible
collateral of at least 100% of outstanding advances. Short-term borrowings with the FHLB totaled
$90.0 million at September 30, 2007, and $534.2 million at December 31, 2006. At September 30,
2007, the advances were secured with $18.2 million of securities and $4.16 billion of loans, and at
December 31, 2006, $41.6 million of securities and $3.34 billion of loans secured the advances. At
September 30, 2007, credit availability under this facility was approximately $1.37 billion.
 -15-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 11.
    
    Earnings Per ShareThe antidilutive outstanding stock options of UCBH common stock that were excluded from the
computation of diluted earnings per share for the three months ended September 30, 2007 and 2006,
were 7,324,096 shares and 7,067,105 shares, respectively, and for the nine months ended September
30, 2007 and 2006, were 7,484,231 shares and 6,744,105 shares, respectively. The stock options of
UCBH common stock are considered antidilutive if assumed proceeds per share exceed the average
market price of UCBHs common stock during the relevant periods. Assumed proceeds include proceeds
from the exercise of stock options of UCBH common stock, as well as unearned compensation and
certain deferred tax benefits related to stock options.The reconciliation of the numerators and denominators of basic and diluted earnings per share for
the three and nine months ended September 30, 2007 and 2006, is as follows (dollars in thousands,
except shares and per share amounts):
 Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountThree Months Ended September 30, 2007
    
    
    Three Months Ended September 30, 2006Net income  basic
    
    $
    30,821
    
    
    
    103,834,048
    
    
    $
    0.30
    
    
    $
    25,570
    
    
    
    94,523,317
    
    
    $
    0.27Effect of stock options
    
    
    
    
    
    
    2,926,270
    
    
    
    
    
    
    
    
    
    
    
    3,455,335Net income  diluted
    
    $
    30,821
    
    
    
    106,760,318
    
    
    $
    0.29
    
    
    $
    25,570
    
    
    
    97,978,652
    
    
    $
    0.26
 Nine Months Ended September 30, 2007
    
    
    Nine Months Ended September 30, 2006Net income  basic
    
    $
    86,066
    
    
    
    101,709,167
    
    
    $
    0.85
    
    
    $
    74,395
    
    
    
    94,357,245
    
    
    $
    0.79Effect of stock options
    
    
    
    
    
    
    3,097,833
    
    
    
    
    
    
    
    
    
    
    
    3,617,184Net income  diluted
    
    $
    86,066
    
    
    
    104,807,000
    
    
    $
    0.82
    
    
    $
    74,395
    
    
    
    97,974,429
    
    
    $
    0.76
 12.
    
    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 options awards provide for accelerated vesting if there is a change in control,
as defined in the Plan. As of September 30, 2007, the Company had 3,508,450 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. 123R. Awards granted
after January 1, 2006 are valued at fair value in accordance with provisions of SFAS No. 123R 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. 123R and the results for prior periods have not been restated. The Company estimated
forfeiture rates for the first nine months of 2007 based on its historical experience.
 -16-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 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.Options outstanding under the Companys stock option plan as of September 30, 2007 and changes
during the three and nine months ended September 30, 2007 were as follows (dollars in thousands,
except weighted average exercise price):
 Weighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedWeighted
    
    Average
    
    
    
    
    
    
    
    
    
    Weighted
    
    AverageAverage
    
    Remaining
    
    Aggregate
    
    
    
    
    
    Average
    
    Remaining
    
    AggregateNumber of
    
    Exercise
    
    Contractual
    
    Intrinsic
    
    Number of
    
    Exercise
    
    Contractual
    
    IntrinsicShares
    
    Price
    
    Term
    
    Value
    
    Shares
    
    Price
    
    Term
    
    ValueThree Months Ended September 30, 2007
    
    Nine Months Ended September 30, 2007Options
outstanding,
beginning of period
    
    
    14,527,320
    
    
    $
    12.93
    
    
    
    
    
    
    
    
    
    
    
    14,834,395
    
    
    $
    12.78Granted
    
    
    119,000
    
    
    
    16.66
    
    
    
    
    
    
    
    
    
    
    
    695,400
    
    
    
    17.55Exercised
    
    
    (176,624
    )
    
    
    5.20
    
    
    
    
    
    
    
    
    
    
    
    (761,101
    )
    
    
    9.00Canceled
    
    
    (18,000
    )
    
    
    19.21
    
    
    
    
    
    
    
    
    
    
    
    (212,200
    )
    
    
    21.43Forfeited
    
    
    (17,433
    )
    
    
    17.74
    
    
    
    
    
    
    
    
    
    
    
    (122,231
    )
    
    
    17.83Options
outstanding, end of
period
    
    
    14,434,263
    
    
    $
    13.04
    
    
    
    5.52
    
    
    $
    73,400
    
    
    
    14,434,263
    
    
    $
    13.04
    
    
    
    5.52
    
    
    $
    73,400Shares exercisable
end of period
    
    
    13,029,968
    
    
    $
    12.55
    
    
    
    5.15
    
    
    $
    73,106
    
    
    
    13,029,968
    
    
    $
    12.55
    
    
    
    5.15
    
    
    $
    73,106
 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that
would have been received by all the option holders had all option holders exercised their
respective options on September 30, 2007. The amount of aggregate intrinsic value will change based
on the fair market value of the Companys common stock.The aggregate intrinsic value of options exercised during the three months ended September 30, 2007
and 2006 was $2.2 million and $785,000, respectively and $7.2 million and $5.6 million during the
nine months ended September 30, 2007 and 2006, respectively. Cash received from option exercises
for the nine months ended September 30, 2007 and 2006 was $6.9 million and $3.9 million,
respectively. The tax benefit realized for the tax deductions from option exercises for the nine
months ended September 30, 2007 and 2006 totaled $1.2 million and $1.9 million, respectively.
 -17-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 The range of exercise prices for options outstanding at September 30, 2007 is as follows:
 Weighted
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    Average
    
    
    
    
    
    AverageOptions
    
    Exercise
    
    Remaining
    
    Options
    
    ExerciseExercise Price
    
    Outstanding
    
    Price
    
    Life
    
    Exercisable
    
    Price$1.88-$1.99
    
    
    1,278,392
    
    
    $
    1.88
    
    
    
    1.34
    
    
    
    1,278,392
    
    
    $
    1.88$2.00-$5.99
    
    
    121,824
    
    
    
    2.91
    
    
    
    2.50
    
    
    
    121,824
    
    
    
    2.91$6.00-$6.99
    
    
    3,698,206
    
    
    
    6.15
    
    
    
    3.57
    
    
    
    3,698,206
    
    
    
    6.15$7.00-$8.99
    
    
    263,308
    
    
    
    7.21
    
    
    
    4.26
    
    
    
    263,308
    
    
    
    7.21$9.00-$10.99
    
    
    518,334
    
    
    
    10.11
    
    
    
    5.11
    
    
    
    518,334
    
    
    
    10.11$11.00-$12.99
    
    
    298,233
    
    
    
    12.38
    
    
    
    5.57
    
    
    
    298,233
    
    
    
    12.38$13.00-$15.99
    
    
    480,164
    
    
    
    15.00
    
    
    
    6.42
    
    
    
    421,166
    
    
    
    14.89$16.00-$18.09
    
    
    1,992,268
    
    
    
    17.33
    
    
    
    8.30
    
    
    
    857,535
    
    
    
    17.15$18.10-$19.99
    
    
    5,227,734
    
    
    
    18.84
    
    
    
    6.76
    
    
    
    5,017,170
    
    
    
    18.84$20.00-$21.99
    
    
    555,800
    
    
    
    21.04
    
    
    
    7.32
    
    
    
    555,800
    
    
    
    21.04Total/Average
    
    
    14,434,263
    
    
    
    13.04
    
    
    
    5.52
    
    
    
    13,029,968
    
    
    
    12.55
 As of September 30, 2007, there was $8.0 million of total unrecognized compensation cost, net of
estimated forfeitures, related to nonvested options under the Plan. Such cost is expected to be
recognized in less than three years. The total fair value of options that vested was $229,000 and
$2.3 million during the three and nine months ended September 30, 2007, respectively. No options
vested during the three and nine months ended September 30, 2006.13.
    
    Income Tax ExpenseThe Company adopted the provisions of FIN 48 on January 1, 2007. The impact of adopting FIN 48 was
a cumulative effect adjustment of $3.0 million with a $2.6 million decrease in goodwill, and an
offsetting $2.6 million decrease in current taxes payable. There were no cumulative effect
adjustments to the Companys opening retained earnings as of January 1, 2007. The Company accrued
$459,000 in interest expense and no liability for penalties as of September 30, 2007. Additionally,
in connection with the adoption of FIN 48, the Company will continue to classify interest and
penalties related to unrecognized tax positions as components of interest expense.The fiscal years 2004 through 2006 remain open for Internal Revenue Service audit purposes, the
years 2003 through 2006 remain open for California Franchise Tax Board purposes and the years 2004
through 2006 remain open for New York State, New York City and Massachusetts purposes.14.
    
    Related Party TransactionsSeveral members of the Board of Directors and executive officers of the Company have deposits with
UCB that are made in the ordinary course of business with the same terms and conditions, including
interest rates, as those prevailing at the same time for comparable transactions with other
customers. The total deposits for these related parties were $3.5 million and $6.7 million at
September 30, 2007, and December 31, 2006, respectively. Additionally, UCB has adopted a policy
that prohibits loans or extensions of credit to members of the Board of Directors and affiliated
persons of the Company, and their related interests.
 -18-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 15.
    
    Derivative Financial Instruments and Financial Instruments with Off-Balance Sheet RiskThe contractual or notional amounts of derivative financial instruments and financial instruments
with off-balance sheet risk as of September 30, 2007, and December 31, 2006, were as follows
(dollars in thousands):
 September 30,
    
    
    December 31,2007
    
    
    2006Commitments to extend credit:Consumer (including residential mortgage)
    
    $
    87,916
    
    
    $
    88,648Commercial (excluding construction)
    
    
    1,406,188
    
    
    
    1,150,599Construction
    
    
    1,067,347
    
    
    
    889,294Letters of credit
    
    
    155,028
    
    
    
    140,684Foreign exchange contracts receivable
    
    
    (674,734
    )
    
    
    (385,301
    )Foreign exchange contracts payable
    
    
    675,659
    
    
    
    220,515Put options to buy
    
    
    5,128
    
    
    
    5,329Put options to sell
    
    
    (5,128
    )
    
    
    (5,329
    )Interest rate swap contract
    
    
    
    
    
    
    25,000Interest rate floor contract
    
    
    25,000
    
    
    
    25,000Unfunded CRA investment commitments
    
    
    6,480
    
    
    
    3,623Total
    
    $
    2,748,884
    
    
    $
    2,158,062
 16.
    
    Contingent LiabilitiesThe Company is subject to pending or threatened actions and proceedings arising in the normal
course of business. The Company has recorded accruals for losses related to those matters that it
considers to be probable and that can be reasonably estimated. Although the ultimate amount of
liability that may result from those matters for which the Company has recorded accruals is not
ascertainable in advance, the Company believes that any amounts exceeding the Companys recorded
accruals should not materially affect the Companys financial position or results of operations.17.
    
    Supplemental Cash Flow InformationThe supplemental cash flow information for the nine months ended September 30, 2007 and 2006, was
as follows (dollars in thousands):
 2007
    
    2006Cash paid during the period for:Interest
    
    $
    281,399
    
    
    $
    190,087Income taxes
    
    
    51,974
    
    
    
    48,552Noncash investing and financing activities:Stock warrants acquired with issuance of commercial loans
    
    $
    
    
    
    $
    (129
    )Income tax benefit from stock options exercised
    
    
    
    
    
    
    1,914Transfer of loans from held for sale to held in portfolio
    
    
    56,719
    
    
    
    80,469Transfer of loans to held for sale from held in portfolio
    
    
    159,218
    
    
    
    381,757Transfer of other real estate owned to other assets from loans held in portfolio
    
    
    1,604
    
    
    
    Loan securitization:Loans originated in held in portfolio sold
    
    
    
    
    
    
    176,143Mortgage-backed securities acquired
    
    
    
    
    
    
    (174,721
    )Mortgage servicing rights acquired
    
    
    
    
    
    
    (1,422
    )
 -19-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 The acquisition of CAB involved the recording of certain noncash activities. See Note 3 for a
breakdown of CAB assets and liabilities acquired.18.
    
    Segment InformationThe Company designates the internal organization that is used by management for making operating
decisions and assessing performance as the source of its reportable segments. The Company has
determined that its reportable segments are those that are based on the Companys method of
internal reporting. The Company has determined that it has two reportable segments, Domestic
Banking and Other. Other segment consists of the Companys Hong Kong operations, UCB
Investment Services, Inc., UCB Securities Corporation and UCB Asset Management, Inc. The UCBH
Holdings, Inc. column consists of UCBH, which reflects the holding company activities. The
intersegment column consists of the UCBH and UCB elimination units, which reflects the elimination
of intersegment transactions. Substantially all interest income was earned in the United States
and in Hong Kong, China.The following is segment information for the three and nine months ended September 30, 2007 and
2006 (dollars in thousands):
 UCBHDomestic
    
    
    
    
    
    
    Total
    
    
    Holdings,Banking
    
    
    Other
    
    
    Segments
    
    
    Inc.
    
    
    Intersegment
    
    
    ConsolidatedThree months ended September 30,
2007:Total interest and dividend income
    
    $
    168,386
    
    
    $
    22,245
    
    
    $
    190,631
    
    
    $
    
    
    
    $
    (7,880
    )
    
    $
    182,751Net interest income (expense)
    
    
    85,018
    
    
    
    4,234
    
    
    
    89,252
    
    
    
    (5,384
    )
    
    
    56
    
    
    
    83,924Net income (loss)
    
    
    33,748
    
    
    
    1,668
    
    
    
    35,416
    
    
    
    30,765
    
    
    
    (35,360
    )
    
    
    30,821Three months ended September 30,
2006:Total interest and dividend income
    
    $
    133,871
    
    
    $
    6,774
    
    
    $
    140,645
    
    
    $
    
    
    
    $
    (2,753
    )
    
    $
    137,892Net interest income (expense)
    
    
    67,065
    
    
    
    2,178
    
    
    
    69,243
    
    
    
    (3,119
    )
    
    
    
    
    
    
    66,124Net income (loss)
    
    
    27,650
    
    
    
    1,235
    
    
    
    28,885
    
    
    
    25,570
    
    
    
    (28,885
    )
    
    
    25,570Nine months ended September 30,
2007:Total interest and dividend income
    
    $
    501,118
    
    
    $
    39,321
    
    
    $
    540,439
    
    
    $
    3
    
    
    $
    (20,030
    )
    
    $
    520,412Net interest income (expense)
    
    
    241,586
    
    
    
    9,942
    
    
    
    251,528
    
    
    
    (15,094
    )
    
    
    56
    
    
    
    236,490Net income (loss)
    
    
    95,960
    
    
    
    2,794
    
    
    
    98,754
    
    
    
    86,012
    
    
    
    (98,700
    )
    
    
    86,066Nine months ended September 30,
2006:Total interest and dividend income
    
    $
    381,453
    
    
    $
    17,468
    
    
    $
    398,921
    
    
    $
    
    
    
    $
    (6,571
    )
    
    $
    392,350Net interest income (expense)
    
    
    201,436
    
    
    
    5,229
    
    
    
    206,665
    
    
    
    (8,911
    )
    
    
    
    
    
    
    197,754Net income (loss)
    
    
    82,756
    
    
    
    (658
    )
    
    
    82,098
    
    
    
    74,395
    
    
    
    (82,098
    )
    
    
    74,395
 19.
    
    Subsequent EventsOn July 26, 2007, UCBHs Board of Directors declared a quarterly cash dividend of $0.030 per share
of common stock. The dividend will be paid on October 12, 2007, to stockholders of record as of
September 30, 2007. Also, on October 25, 2007, UCBHs Board of Directors declared a quarterly cash
dividend of $0.030 per share of common stock. The dividend will be paid on January 11, 2008, to
stockholders of record as of December 31, 2007.In October 2007, UCBH securitized $402 million in commercial real estate mortgages in a private
label guaranteed mortgage securitization issued through United Commercial Mortgage Securities, LLC.
UCBH has retained all of the resulting securities from the securitization transaction and has
classified such securities as AFS. The securitization
 -20-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements-Continued
(Unaudited)
 was executed to allow us to more effectively manage our regulatory capital levels, as well as our
credit concentration and loan to deposit relationship. UCBH does not intend to sell any of these
securities in the foreseeable future.
 -21-




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 FORWARD LOOKING STATEMENTS
 This document, including information included or incorporated by reference in this document,
contains certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future
events and include, among 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;
 
    
    expansion into new market areas;
 
    
    fluctuations in the equity and fixed-income markets;
 
    
    changes in interest rates and the effects on the Companys net interest margin;
 
    
    loan growth rates;
 
    
    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;
 
    
    tax rates and the related estimated tax credits;
 
    
    changes in the availability 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;
 
    
    technological changes;
 
    
    demographic changes;
 
    
    legislation or regulatory changes which adversely affect the Companys operations and
businesses;
 
    
    the Companys ability to meet regulatory requirements; and
 
    
    critical accounting policies and estimates and the impact of changes in accounting
principles generally accepted in the United States of America.
 -22-




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##### Table of Contents



You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date of this document or the date of any document incorporated by reference in this
document. All subsequent written and oral forward-looking statements concerning matters addressed
in this document and attributable to the Company or any person acting on the Companys behalf are
expressly qualified in their entirety by the cautionary statements contained or referred to in this
section. Except to the extent required by applicable law or regulation, the Company undertakes no
obligation to update these forward-looking statements to reflect events, developments or
circumstances after the date of this document or to reflect the occurrence of future events.
 MANAGEMENT OVERVIEW
    CORPORATE DEVELOPMENTS
 Acquisition of CAB Holding, LLC.
 -23-




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##### Table of Contents



Cash and due from banks
    
    $
    21,372Federal funds sold
    
    
    78,700Investment and mortgage-backed securities available for sale
    
    
    64,882Federal Home Loan Bank stock, Federal Reserve Bank stock
and other equity investments
    
    
    1,128Loans held in portfolio, net
    
    
    167,838Premises and equipment
    
    
    31,701Goodwill
    
    
    63,565Core deposit intangibles
    
    
    6,600Other assets
    
    
    17,667Total assets acquired
    
    
    453,453Deposits
    
    
    311,669Other liabilities
    
    
    9,213Total liabilities assumed
    
    
    320,882Total allocation of purchase price
    
    $
    132,571
  Acquisition of Business Development Bank Ltd.
 Investment Agreement with China Minsheng Banking Corp., Ltd.
 
 -24-




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Allowance for Loan Losses
         -25-




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##### Table of Contents



Income Taxes
     Recent Accounting Pronouncements
 Fair Value Option for Financial Assets and Financial Liabilities
 The
Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB
Statement No. 115
 -26-




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##### Table of Contents



Fair Value Measurements
 Fair Value Measurements
 Accounting for Uncertainty in Income Taxes
 Accounting for Uncertainty in Income Taxes, an interpretation
of FASB Statement No. 109 Accounting
for Income Taxe
 Accounting for Servicing of Financial Assets
 Accounting for Servicing of Financial Assets, an
amendment of FASB Statement No. 140
 -27-




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##### Table of Contents



Accounting for Certain Hybrid Financial Instruments
 Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and 140
 -28-




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##### Table of Contents



RESULTS OF OPERATIONS
 Financial Highlights
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,Increase (Decrease)
    
    
    
    
    
    
    
    
    
    
    Increase (Decrease)2007
    
    
    2006
    
    
    Amount
    
    
    %
    
    
    2007
    
    
    2006
    
    
    Amount
    
    
    %Operating Data:Total interest and dividend income
    
    $
    182,751
    
    
    $
    137,892
    
    
    $
    44,859
    
    
    
    32.53
    %
    
    $
    520,412
    
    
    $
    392,350
    
    
    $
    128,062
    
    
    
    32.64
    %Total interest expense
    
    
    98,827
    
    
    
    71,768
    
    
    
    27,059
    
    
    
    37.70
    
    
    
    283,922
    
    
    
    194,596
    
    
    
    89,326
    
    
    
    45.90Net interest income
    
    
    83,924
    
    
    
    66,124
    
    
    
    17,800
    
    
    
    26.92
    
    
    
    236,490
    
    
    
    197,754
    
    
    
    38,736
    
    
    
    19.59Provision for loan losses
    
    
    3,010
    
    
    
    936
    
    
    
    2,074
    
    
    
    221.58
    
    
    
    6,156
    
    
    
    2,492
    
    
    
    3,664
    
    
    
    147.03Net interest income after provision
for loan losses
    
    
    80,914
    
    
    
    65,188
    
    
    
    15,726
    
    
    
    24.12
    
    
    
    230,334
    
    
    
    195,262
    
    
    
    35,072
    
    
    
    17.96Total noninterest income
    
    
    10,822
    
    
    
    10,968
    
    
    
    (146
    )
    
    
    (1.33
    )
    
    
    33,192
    
    
    
    35,174
    
    
    
    (1,982
    )
    
    
    (5.63
    )Total noninterest expense
    
    
    43,578
    
    
    
    37,419
    
    
    
    6,159
    
    
    
    16.46
    
    
    
    130,292
    
    
    
    117,298
    
    
    
    12,994
    
    
    
    11.08Income before income tax expense
    
    
    48,158
    
    
    
    38,737
    
    
    
    9,421
    
    
    
    24.32
    
    
    
    133,234
    
    
    
    113,138
    
    
    
    20,096
    
    
    
    17.76Income tax expense
    
    
    17,337
    
    
    
    13,167
    
    
    
    4,170
    
    
    
    31.67
    
    
    
    47,168
    
    
    
    38,743
    
    
    
    8,425
    
    
    
    21.75Net income
    
    $
    30,821
    
    
    $
    25,570
    
    
    $
    5,251
    
    
    
    20.54
    
    
    $
    86,066
    
    
    $
    74,395
    
    
    $
    11,671
    
    
    
    15.69Per Share Data:Basic earnings per share
    
    $
    0.30
    
    
    $
    0.27
    
    
    $
    0.03
    
    
    
    11.11
    %
    
    $
    0.85
    
    
    $
    0.79
    
    
    $
    0.06
    
    
    
    7.59
    %Diluted earnings per share
    
    
    0.29
    
    
    
    0.26
    
    
    
    0.03
    
    
    
    11.54
    
    
    
    0.82
    
    
    
    0.76
    
    
    
    0.06
    
    
    
    7.89Dividends declared per share
    
    
    0.030
    
    
    
    0.030
    
    
    
    
    
    
    
    
    
    
    
    0.090
    
    
    
    0.090
    
    
    
    
    
    
    
    Select Operating Ratios:Return on average assets
    
    
    1.15
    %
    
    
    1.24
    %
    
    
    (9)
    *
    
    
    (7.26
    )%
    
    
    1.11
    %
    
    
    1.22
    %
    
    
    (11)
    *
    
    
    (9.02
    )%Return on average equity
    
    
    13.37
    
    
    
    15.51
    
    
    
    (214
    )
    
    
    (13.80
    )
    
    
    13.30
    
    
    
    15.68
    
    
    
    (238
    )
    
    
    (15.18
    )Efficiency ratio (1)
    
    
    45.99
    
    
    
    48.54
    
    
    
    (255
    )
    
    
    (5.25
    )
    
    
    48.31
    
    
    
    50.36
    
    
    
    (205
    )
    
    
    (4.07
    )Noninterest expense to average assets
    
    
    1.63
    
    
    
    1.81
    
    
    
    (18
    )
    
    
    (9.94
    )
    
    
    1.69
    
    
    
    1.93
    
    
    
    (24
    )
    
    
    (12.44
    )Average equity to average assets
    
    
    8.60
    
    
    
    7.96
    
    
    
    64
    
    
    
    8.04
    
    
    
    8.38
    
    
    
    7.80
    
    
    
    58
    
    
    
    7.44Dividend payout ratio (2)
    
    
    10.34
    
    
    
    11.54
    
    
    
    (120
    )
    
    
    (10.40
    )
    
    
    10.98
    
    
    
    11.84
    
    
    
    (86
    )
    
    
    (7.26
    )Net loan charge-offs to average
loans held in portfolio
    
    
    0.12
    
    
    
    0.16
    
    
    
    (4
    )
    
    
    (25.00
    )
    
    
    0.10
    
    
    
    0.17
    
    
    
    (7
    )
    
    
    (41.18
    )Interest rate spread (3)
    
    
    2.96
    
    
    
    2.94
    
    
    
    2
    
    
    
    0.68
    
    
    
    2.86
    
    
    
    3.04
    
    
    
    (18
    )
    
    
    (5.92
    )Net interest margin (3)
    
    
    3.44
    
    
    
    3.43
    
    
    
    1
    
    
    
    0.29
    
    
    
    3.35
    
    
    
    3.49
    
    
    
    (14
    )
    
    
    (4.01
    )
 September 30,
    
    
    December 31,
    
    
    Increase (Decrease)2007
    
    
    2006
    
    
    Amount
    
    
    %Financial Condition and Other Data:Loans held in portfolio, net
    
    $
    7,629,991
    
    
    $
    6,573,645
    
    
    $
    1,056,346
    
    
    
    16.07
    %Securities purchased under agreements to resell
    
    
    200,00
    
    
    
    175,000
    
    
    
    25,000
    
    
    
    14.29Securities available for sale
    
    
    1,492,589
    
    
    
    2,149,456
    
    
    
    (656,867
    )
    
    
    (30.56
    )Securities held to maturity
    
    
    274,547
    
    
    
    290,673
    
    
    
    (16,126
    )
    
    
    (5.55
    )Total assets
    
    
    11,081,131
    
    
    
    10,346,414
    
    
    
    734,717
    
    
    
    7.10Deposits
    
    
    7,781,095
    
    
    
    7,202,845
    
    
    
    578,250
    
    
    
    8.03Securities sold under agreements to repurchase
    
    
    500,000
    
    
    
    401,600
    
    
    
    98,400
    
    
    
    24.50Subordinated debentures
    
    
    406,646
    
    
    
    240,549
    
    
    
    166,097
    
    
    
    69.05Short-term borrowings and federal funds
purchased
    
    
    177,335
    
    
    
    654,636
    
    
    
    (477,301
    )
    
    
    (72.91
    )Long-term borrowings
    
    
    1,134,139
    
    
    
    906,651
    
    
    
    227,488
    
    
    
    25.09Total liabilities
    
    
    10,139,453
    
    
    
    9,560,343
    
    
    
    579,110
    
    
    
    6.06Stockholders equity
    
    
    941,678
    
    
    
    786,071
    
    
    
    155,607
    
    
    
    19.80Nonperforming assets
    
    
    36,858
    
    
    
    15,198
    
    
    
    21,660
    
    
    
    142.52Ratio of stockholders equity to total assets
    
    
    8.50
    %
    
    
    7.60
    %
    
    
    90
    *
    
    
    11.84Asset Quality Data:Loan delinquency ratio
    
    
    1.06
    %
    
    
    0.84
    %
    
    
    22
    *
    
    
    26.19
    %Nonperforming assets to total assets
    
    
    0.33
    
    
    
    0.15
    
    
    
    18
    
    
    
    120.00Nonperforming loans to loans held in portfolio
    
    
    0.42
    
    
    
    0.19
    
    
    
    23
    
    
    
    121.05Allowance for loan losses to loans held in
portfolio
    
    
    0.89
    
    
    
    0.93
    
    
    
    (4
    )
    
    
    (4.30
    )Allowance for loan losses to nonperforming
loans
    
    
    210.73
    
    
    
    503.73
    
    
    
    (293
    )
    
    
    (58.17
    )Total loan to deposit ratio
    
    
    101.37
    
    
    
    94.11
    
    
    
    726
    
    
    
    7.71Regulatory Capital Ratios:United Commercial Bank and subsidiaries:Tier 1 risk-based capital
    
    
    9.72
    %
    
    
    9.67
    %
    
    
    5
    *
    
    
    0.52
    %Total risk-based capital
    
    
    11.88
    
    
    
    10.53
    
    
    
    135
    
    
    
    12.82Tier 1 leverage
    
    
    8.59
    
    
    
    9.30
    
    
    
    (71
    )
    
    
    (7.63
    )UCBH Holdings, Inc. and subsidiaries:Tier 1 risk-based capital
    
    
    10.03
    
    
    
    9.86
    
    
    
    17
    
    
    
    1.72Total risk-based capital
    
    
    12.19
    
    
    
    10.72
    
    
    
    147
    
    
    
    13.71Tier 1 leverage ratio
    
    
    8.86
    
    
    
    9.50
    
    
    
    (64
    )
    
    
    (6.74
    )
 
 (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 $5.6 million and $4.1 million for the
three months ended September 30, 2007 and 2006, respectively.*
    
    Basis point -29-




---



##### Table of Contents



Three Months Ended September 30, 2007, Compared to Three Months Ended September 30, 2006
  -30-




---



##### Table of Contents



Net Interest Income and Net Interest Margin
 Three Months Ended September 30, 2007
    
    
    Three Months Ended September 30, 2006Average
    
    
    
    
    
    
    
    
    
    
    AverageInterest
    
    
    Yields
    
    
    
    
    
    
    Interest
    
    
    YieldsAverage
    
    
    Income/
    
    
    Earned/
    
    
    Average
    
    
    Income/
    
    
    Earned/Balance
    
    
    Expense
    
    
    Rates Paid
    
    
    Balance
    
    
    Expense
    
    
    Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans (1)(2)
    
    $
    7,644,342
    
    
    $
    151,580
    
    
    
    7.93
    %
    
    $
    6,082,253
    
    
    $
    114,752
    
    
    
    7.55
    %Taxable securities (3)
    
    
    1,617,076
    
    
    
    20,460
    
    
    
    5.06
    
    
    
    1,326,243
    
    
    
    16,220
    
    
    
    4.89Tax exempt securities (3)
    
    
    275,532
    
    
    
    3,611
    
    
    
    5.24
    
    
    
    224,155
    
    
    
    2,686
    
    
    
    4.79FHLB Stock
    
    
    71,995
    
    
    
    917
    
    
    
    5.09
    
    
    
    53,780
    
    
    
    1,313
    
    
    
    9.77Securities purchased under agreements to resell
    
    
    184,239
    
    
    
    3,341
    
    
    
    7.25
    
    
    
    66,304
    
    
    
    1,239
    
    
    
    7.47Other
    
    
    193,961
    
    
    
    2,842
    
    
    
    5.86
    
    
    
    134,479
    
    
    
    1,682
    
    
    
    5.00Total interest-earning assets
    
    
    9,987,145
    
    
    
    182,751
    
    
    
    7.32
    
    
    
    7,887,214
    
    
    
    137,892
    
    
    
    6.99Noninterest-earning assets
    
    
    726,893
    
    
    
    
    
    
    
    
    
    
    
    393,819
    
    
    
    Total assets
    
    $
    10,714,038
    
    
    $
    182,751
    
    
    
    
    
    
    $
    8,281,033
    
    
    $
    137,892Interest-bearing liabilities:Deposits:NOW, checking and money market accounts
    
    $
    1,561,262
    
    
    $
    13,640
    
    
    
    3.49
    
    
    $
    1,375,736
    
    
    $
    12,055
    
    
    
    3.51Savings accounts
    
    
    741,573
    
    
    
    1,750
    
    
    
    0.94
    
    
    
    687,193
    
    
    
    2,376
    
    
    
    1.38Time deposits
    
    
    4,492,421
    
    
    
    56,804
    
    
    
    5.06
    
    
    
    3,700,199
    
    
    
    42,271
    
    
    
    4.57Total interest-bearing deposits
    
    
    6,795,256
    
    
    
    72,194
    
    
    
    4.25
    
    
    
    5,763,128
    
    
    
    56,702
    
    
    
    3.94Securities sold under agreements to repurchase
    
    
    371,556
    
    
    
    3,631
    
    
    
    3.91
    
    
    
    214,130
    
    
    
    1,908
    
    
    
    3.56Short-term borrowings and federal funds
purchased
    
    
    257,645
    
    
    
    3,324
    
    
    
    5.16
    
    
    
    123,595
    
    
    
    1,523
    
    
    
    4.93Long- term borrowings
    
    
    1,151,958
    
    
    
    13,539
    
    
    
    4.70
    
    
    
    696,942
    
    
    
    8,540
    
    
    
    4.90Subordinated debentures
    
    
    334,123
    
    
    
    6,138
    
    
    
    7.35
    
    
    
    150,520
    
    
    
    3,095
    
    
    
    8.22Total interest-bearing liabilities
    
    
    8,910,538
    
    
    
    98,826
    
    
    
    4.44
    
    
    
    6,948,315
    
    
    
    71,768
    
    
    
    4.13Noninterest-bearing deposits
    
    
    810,440
    
    
    
    
    
    
    
    
    
    
    
    558,512
    
    
    
    Other noninterest-bearing liabilities
    
    
    71,259
    
    
    
    
    
    
    
    
    
    
    
    114,831
    
    
    
    Stockholders equity
    
    
    921,801
    
    
    
    
    
    
    
    
    
    
    
    659,375
    
    
    
    Total liabilities and stockholders equity
    
    $
    10,714,038
    
    
    $
    98,826
    
    
    
    
    
    
    $
    8,281,033
    
    
    $
    71,768Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,076,607
    
    
    $
    83,925
    
    
    
    2.88
    %
    
    $
    938,899
    
    
    $
    66,124
    
    
    
    2.86
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.36
    %
    
    
    
    
    
    
    
    
    
    
    3.35
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    1.12
    x
    
    
    
    
    
    
    
    
    
    
    1.14
    xTax equivalent basis:Total interest-earning assets (6)
    
    $
    9,987,145
    
    
    $
    184,696
    
    
    
    7.40
    %
    
    $
    7,887,214
    
    
    $
    139,338
    
    
    
    7.07
    %Total interest-bearing liabilities
    
    
    8,910,538
    
    
    
    98,826
    
    
    
    4.44
    
    
    
    6,948,315
    
    
    
    71,768
    
    
    
    4.13Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,076,607
    
    
    $
    85,870
    
    
    
    2.96
    %
    
    $
    938,899
    
    
    $
    67,570
    
    
    
    2.94
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.44
    %
    
    
    
    
    
    
    
    
    
    
    3.43
    %Average cost of deposits:Total interest-bearing deposits
    
    $
    6,795,256
    
    
    $
    72,194
    
    
    
    4.25
    %
    
    $
    5,763,128
    
    
    $
    56,702
    
    
    
    3.94
    %Noninterest-bearing deposits
    
    
    810,440
    
    
    
    
    
    
    
    
    
    
    
    558,512
    
    
    
    Total deposits
    
    $
    7,605,696
    
    
    $
    72,194
    
    
    
    3.80
    %
    
    $
    6,321,640
    
    
    $
    56,702
    
    
    
    3.59
    %
 
 (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 $5.6 million and $4.1 million
for the three months ended September 30, 2007 and 2006, respectively. -31-




---



##### Table of Contents



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




---



##### Table of Contents



Nine Months Ended September 30, 2007, Compared to Nine Months Ended September 30, 2006
  -33-




---



##### Table of Contents



Net Interest Income and Net Interest Margin
 Nine Months Ended September 30, 2007
    
    
    Nine Months Ended September 30, 2006Average
    
    
    
    
    
    
    
    
    
    
    AverageInterest
    
    
    Yields
    
    
    
    
    
    
    Interest
    
    
    YieldsAverage
    
    
    Income/
    
    
    Earned/
    
    
    Average
    
    
    Income/
    
    
    Earned/Balance
    
    
    Expense
    
    
    Rates Paid
    
    
    Balance
    
    
    Expense
    
    
    Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans (1)(2)
    
    $
    7,246,407
    
    
    $
    426,495
    
    
    
    7.85
    %
    
    $
    6,077,145
    
    
    $
    331,926
    
    
    
    7.28
    %Taxable securities (3)
    
    
    1,708,250
    
    
    
    64,631
    
    
    
    5.04
    
    
    
    1,247,969
    
    
    
    44,895
    
    
    
    4.80Tax exempt securities (3)
    
    
    274,657
    
    
    
    10,212
    
    
    
    4.96
    
    
    
    224,898
    
    
    
    8,062
    
    
    
    4.78FHLB Stock
    
    
    71,281
    
    
    
    2,714
    
    
    
    5.08
    
    
    
    48,765
    
    
    
    2,308
    
    
    
    6.31Securities purchased under agreements to resell
    
    
    157,418
    
    
    
    7,834
    
    
    
    6.64
    
    
    
    22,344
    
    
    
    1,239
    
    
    
    7.39Other
    
    
    181,524
    
    
    
    8,526
    
    
    
    6.26
    
    
    
    110,620
    
    
    
    3,920
    
    
    
    4.72Total interest-earning assets
    
    
    9,639,537
    
    
    
    520,412
    
    
    
    7.20
    
    
    
    7,731,741
    
    
    
    392,350
    
    
    
    6.77Noninterest-earning assets
    
    
    658,425
    
    
    
    
    
    
    
    
    
    
    
    377,070
    
    
    
    Total assets
    
    $
    10,297,962
    
    
    $
    520,412
    
    
    
    
    
    
    $
    8,108,811
    
    
    $
    392,350Interest-bearing liabilities:Deposits:NOW, checking and money market accounts
    
    $
    1,517,049
    
    
    $
    38,994
    
    
    
    3.43
    
    
    $
    1,297,232
    
    
    $
    29,748
    
    
    
    3.06Savings accounts
    
    
    716,378
    
    
    
    5,484
    
    
    
    1.02
    
    
    
    720,637
    
    
    
    6,767
    
    
    
    1.25Time deposits
    
    
    4,347,191
    
    
    
    162,224
    
    
    
    4.98
    
    
    
    3,658,284
    
    
    
    114,282
    
    
    
    4.17Total interest-bearing deposits
    
    
    6,580,618
    
    
    
    206,702
    
    
    
    4.19
    
    
    
    5,676,153
    
    
    
    150,797
    
    
    
    3.54Securities sold under agreements to repurchase
    
    
    336,902
    
    
    
    10,312
    
    
    
    4.08
    
    
    
    101,831
    
    
    
    2,829
    
    
    
    3.70Short-term borrowings and federal funds
purchased
    
    
    314,047
    
    
    
    12,993
    
    
    
    5.52
    
    
    
    246,143
    
    
    
    8,167
    
    
    
    4.42Long- term borrowings
    
    
    1,078,786
    
    
    
    37,973
    
    
    
    4.69
    
    
    
    654,684
    
    
    
    23,958
    
    
    
    4.88Subordinated debentures
    
    
    281,299
    
    
    
    15,942
    
    
    
    7.56
    
    
    
    149,046
    
    
    
    8,845
    
    
    
    7.91Total interest-bearing liabilities
    
    
    8,591,652
    
    
    
    283,922
    
    
    
    4.41
    
    
    
    6,827,857
    
    
    
    194,596
    
    
    
    3.80Noninterest-bearing deposits
    
    
    747,186
    
    
    
    
    
    
    
    
    
    
    
    533,698
    
    
    
    Other noninterest-bearing liabilities
    
    
    96,431
    
    
    
    
    
    
    
    
    
    
    
    114,485
    
    
    
    Stockholders equity
    
    
    862,693
    
    
    
    
    
    
    
    
    
    
    
    632,771
    
    
    
    Total liabilities and stockholders equity
    
    $
    10,297,962
    
    
    $
    283,922
    
    
    
    
    
    
    $
    8,108,811
    
    
    $
    194,596Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,047,885
    
    
    $
    236,490
    
    
    
    2.79
    %
    
    $
    903,884
    
    
    $
    197,754
    
    
    
    2.97
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.27
    %
    
    
    
    
    
    
    
    
    
    
    3.41
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    1.12
    x
    
    
    
    
    
    
    
    
    
    
    1.13
    xTax equivalent basis:Total interest-earning assets (6)
    
    $
    9,639,537
    
    
    $
    525,911
    
    
    
    7.27
    %
    
    $
    7,731,741
    
    
    $
    396,691
    
    
    
    6.84
    %Total interest-bearing liabilities
    
    
    8,591,652
    
    
    
    283,922
    
    
    
    4.41
    
    
    
    6,827,857
    
    
    
    194,596
    
    
    
    3.80Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    1,047,885
    
    
    $
    241,989
    
    
    
    2.86
    %
    
    $
    903,884
    
    
    $
    202,095
    
    
    
    3.04
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.35
    %
    
    
    
    
    
    
    
    
    
    
    3.49
    %Average cost of deposits:Total interest-bearing deposits
    
    $
    6,580,618
    
    
    $
    206,702
    
    
    
    4.19
    %
    
    $
    5,676,153
    
    
    $
    150,797
    
    
    
    3.54
    %Noninterest-bearing deposits
    
    
    747,186
    
    
    
    
    
    
    
    
    
    
    
    533,698
    
    
    
    Total deposits
    
    $
    7,327,804
    
    
    $
    206,702
    
    
    
    3.76
    %
    
    $
    6,209,851
    
    
    $
    150,797
    
    
    
    3.24
    %
 
 (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 $15.7 million and $12.4 million
for the nine months ended September 30, 2007 and 2006, respectively. -34-




---



##### Table of Contents



Provision for Loan Losses
 Noninterest Income
  Noninterest Expense
  -35-




---



##### Table of Contents



Income Tax Expense
 BALANCE SHEET ANALYSIS
 Investment Securities
   Gross
    
    
    Gross
    
    
    
    
    
    
    Less Than 12 Months
    
    
    12 Months or More
    
    
    TotalAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Market
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedDescription
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Value
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesInvestment securities
available for sale:Agency Preferred Stock
    
    $
    18,516
    
    
    $
    
    
    
    $
    (801
    )
    
    $
    17,715
    
    
    $
    17,715
    
    
    $
    (801
    )
    
    $
    
    
    
    $
    
    
    
    $
    17,715
    
    
    $
    (801
    )Collateralized debt
obligations
    
    
    33,481
    
    
    
    
    
    
    
    (3,924
    )
    
    
    29,557
    
    
    
    21,267
    
    
    
    (3,714
    )
    
    
    8,290
    
    
    
    (210
    )
    
    
    29,557
    
    
    
    (3,924
    )U.S. Government
sponsored enterprises
notes
    
    
    487,968
    
    
    
    1,289
    
    
    
    (1,986
    )
    
    
    487,271
    
    
    
    
    
    
    
    
    
    
    
    108,938
    
    
    
    (1,986
    )
    
    
    108,938
    
    
    
    (1,986
    )Municipals
    
    
    61,952
    
    
    
    23
    
    
    
    (1,711
    )
    
    
    60,264
    
    
    
    56,399
    
    
    
    (1,711
    )
    
    
    
    
    
    
    
    
    
    
    56,399
    
    
    
    (1,711
    )Other
    
    
    10,000
    
    
    
    
    
    
    
    (419
    )
    
    
    9,581
    
    
    
    9,581
    
    
    
    (419
    )
    
    
    
    
    
    
    
    
    
    
    9,581
    
    
    
    (419
    )Total investment
securities available for
sale
    
    
    611,917
    
    
    
    1,312
    
    
    
    (8,841
    )
    
    
    604,388
    
    
    
    104,962
    
    
    
    (6,645
    )
    
    
    117,228
    
    
    
    (2,196
    )
    
    
    222,190
    
    
    
    (8,841
    )Mortgage-backed
securities available for
sale:FNMA
    
    
    394,124
    
    
    
    3
    
    
    
    (11,596
    )
    
    
    382,531
    
    
    
    25,625
    
    
    
    (228
    )
    
    
    356,302
    
    
    
    (11,368
    )
    
    
    381,927
    
    
    
    (11,596
    )GNMA
    
    
    78,549
    
    
    
    16
    
    
    
    (2,931
    )
    
    
    75,634
    
    
    
    
    
    
    
    
    
    
    
    75,147
    
    
    
    (2,931
    )
    
    
    75,147
    
    
    
    (2,931
    )FHLMC
    
    
    246,929
    
    
    
    31
    
    
    
    (8,011
    )
    
    
    238,949
    
    
    
    
    
    
    
    
    
    
    
    234,065
    
    
    
    (8,011
    )
    
    
    234,065
    
    
    
    (8,011
    )Other
    
    
    194,364
    
    
    
    446
    
    
    
    (3,724
    )
    
    
    191,086
    
    
    
    24,237
    
    
    
    (10
    )
    
    
    153,407
    
    
    
    (3,714
    )
    
    
    177,644
    
    
    
    (3,724
    )Total mortgage-backed
securities available for
sale
    
    
    913,966
    
    
    
    496
    
    
    
    (26,262
    )
    
    
    888,200
    
    
    
    49,862
    
    
    
    (238
    )
    
    
    818,921
    
    
    
    (26,024
    )
    
    
    868,783
    
    
    
    (26,262
    )Total investment and
mortgage-backed
securities available for
sale
    
    
    1,525,883
    
    
    
    1,808
    
    
    
    (35,103
    )
    
    
    1,492,588
    
    
    
    154,824
    
    
    
    (6,883
    )
    
    
    936,149
    
    
    
    (28,220
    )
    
    
    1,090,973
    
    
    
    (35,103
    )Investment securities
held to maturity:Municipal securities
    
    
    213,877
    
    
    
    5,010
    
    
    
    (113
    )
    
    
    218,774
    
    
    
    11,325
    
    
    
    (107
    )
    
    
    415
    
    
    
    (6
    )
    
    
    11,740
    
    
    
    (113
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    4,138
    
    
    
    
    
    
    
    (182
    )
    
    
    3,956
    
    
    
    
    
    
    
    
    
    
    
    3,956
    
    
    
    (182
    )
    
    
    3,956
    
    
    
    (182
    )GNMA
    
    
    56,106
    
    
    
    
    
    
    
    (2,050
    )
    
    
    54,056
    
    
    
    
    
    
    
    
    
    
    
    54,056
    
    
    
    (2,050
    )
    
    
    54,056
    
    
    
    (2,050
    )FHLMC
    
    
    425
    
    
    
    
    
    
    
    (19
    )
    
    
    406
    
    
    
    
    
    
    
    
    
    
    
    406
    
    
    
    (19
    )
    
    
    406
    
    
    
    (19
    )Total mortgage-backed
securities held to
maturity
    
    
    60,669
    
    
    
    
    
    
    
    (2,251
    )
    
    
    58,418
    
    
    
    
    
    
    
    
    
    
    
    58,418
    
    
    
    (2,251
    )
    
    
    58,418
    
    
    
    (2,251
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    274,546
    
    
    
    5,010
    
    
    
    (2,364
    )
    
    
    277,192
    
    
    
    11,325
    
    
    
    (107
    )
    
    
    58,833
    
    
    
    (2,257
    )
    
    
    70,158
    
    
    
    (2,364
    )Total securities
    
    $
    1,800,429
    
    
    $
    6,818
    
    
    $
    (37,467
    )
    
    $
    1,769,780
    
    
    $
    166,149
    
    
    $
    (6,990
    )
    
    $
    994,982
    
    
    $
    (30,477
    )
    
    $
    1,161,131
    
    
    $
    (37,467
    )
  -36-




---



##### 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:Collateralized debt
obligations
    
    $
    38,445
    
    
    $
    5
    
    
    $
    (316
    )
    
    $
    38,134
    
    
    $
    14,888
    
    
    $
    (113
    )
    
    $
    8,296
    
    
    $
    (203
    )
    
    $
    23,184
    
    
    $
    (316
    )U.S. Government
sponsored
enterprises notes
    
    
    588,621
    
    
    
    120
    
    
    
    (5,701
    )
    
    
    583,040
    
    
    
    263,885
    
    
    
    (1,566
    )
    
    
    125,194
    
    
    
    (4,135
    )
    
    
    389,079
    
    
    
    (5,701
    )U.S. Government
sponsored
enterprises
discount notes
    
    
    249,024
    
    
    
    61
    
    
    
    
    
    
    
    249,085
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    U.S. Treasury Bills
    
    
    73,183
    
    
    
    17
    
    
    
    
    
    
    
    73,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Municipals
    
    
    58,325
    
    
    
    
    
    
    
    
    
    
    
    58,325
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial paper
    
    
    49,952
    
    
    
    
    
    
    
    
    
    
    
    49,952
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    10,000
    
    
    
    
    
    
    
    (125
    )
    
    
    9,875
    
    
    
    9,875
    
    
    
    (125
    )
    
    
    
    
    
    
    
    
    
    
    9,875
    
    
    
    (125
    )Total investment
securities available
for sale
    
    
    1,067,550
    
    
    
    203
    
    
    
    (6,142
    )
    
    
    1,061,611
    
    
    
    288,648
    
    
    
    (1,804
    )
    
    
    133,490
    
    
    
    (4,338
    )
    
    
    422,138
    
    
    
    (6,142
    )Mortgage-backed
securities available
for sale:FNMA
    
    
    515,711
    
    
    
    391
    
    
    
    (13,405
    )
    
    
    502,697
    
    
    
    148,236
    
    
    
    (3,025
    )
    
    
    284,506
    
    
    
    (10,380
    )
    
    
    432,742
    
    
    
    (13,405
    )GNMA
    
    
    87,866
    
    
    
    
    
    
    
    (3,261
    )
    
    
    84,605
    
    
    
    
    
    
    
    
    
    
    
    78,742
    
    
    
    (3,261
    )
    
    
    78,742
    
    
    
    (3,261
    )FHLMC
    
    
    313,991
    
    
    
    140
    
    
    
    (9,847
    )
    
    
    304,284
    
    
    
    7,424
    
    
    
    (32
    )
    
    
    255,779
    
    
    
    (9,815
    )
    
    
    263,203
    
    
    
    (9,847
    )Other
    
    
    200,832
    
    
    
    16
    
    
    
    (4,589
    )
    
    
    196,259
    
    
    
    
    
    
    
    
    
    
    
    171,423
    
    
    
    (4,589
    )
    
    
    171,423
    
    
    
    (4,589
    )Total mortgage-backed
securities available
for sale
    
    
    1,118,400
    
    
    
    547
    
    
    
    (31,102
    )
    
    
    1,087,845
    
    
    
    155,660
    
    
    
    (3,057
    )
    
    
    790,450
    
    
    
    (28,045
    )
    
    
    946,110
    
    
    
    (31,102
    )Total investment and
mortgage-backed
securities available
for sale
    
    
    2,185,950
    
    
    
    750
    
    
    
    (37,244
    )
    
    
    2,149,456
    
    
    
    444,308
    
    
    
    (4,861
    )
    
    
    923,940
    
    
    
    (32,383
    )
    
    
    1,368,248
    
    
    
    (37,244
    )Investment securities
held to maturity:Municipal securities
    
    
    222,638
    
    
    
    6,750
    
    
    
    (30
    )
    
    
    229,358
    
    
    
    4,531
    
    
    
    (24
    )
    
    
    416
    
    
    
    (6
    )
    
    
    4,947
    
    
    
    (30
    )Mortgage-backed
securities held to
maturity:FNMA
    
    
    4,372
    
    
    
    
    
    
    
    (172
    )
    
    
    4,200
    
    
    
    
    
    
    
    
    
    
    
    4,200
    
    
    
    (172
    )
    
    
    4,200
    
    
    
    (172
    )GNMA
    
    
    63,122
    
    
    
    
    
    
    
    (1,755
    )
    
    
    61,367
    
    
    
    
    
    
    
    
    
    
    
    61,367
    
    
    
    (1,755
    )
    
    
    61,367
    
    
    
    (1,755
    )FHLMC
    
    
    541
    
    
    
    
    
    
    
    (20
    )
    
    
    521
    
    
    
    
    
    
    
    
    
    
    
    521
    
    
    
    (20
    )
    
    
    521
    
    
    
    (20
    )Total mortgage-backed
securities held to
maturity
    
    
    68,035
    
    
    
    
    
    
    
    (1,947
    )
    
    
    66,088
    
    
    
    
    
    
    
    
    
    
    
    66,088
    
    
    
    (1,947
    )
    
    
    66,088
    
    
    
    (1,947
    )Total investment and
mortgage-backed
securities held to
maturity
    
    
    290,673
    
    
    
    6,750
    
    
    
    (1,977
    )
    
    
    295,446
    
    
    
    4,531
    
    
    
    (24
    )
    
    
    66,504
    
    
    
    (1,953
    )
    
    
    71,035
    
    
    
    (1,977
    )Total securities
    
    $
    2,476,623
    
    
    $
    7,500
    
    
    $
    (39,221
    )
    
    $
    2,444,902
    
    
    $
    448,839
    
    
    $
    (4,885
    )
    
    $
    990,444
    
    
    $
    (34,336
    )
    
    $
    1,439,283
    
    
    $
    (39,221
    )
 -37-




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##### Table of Contents



Loans
  September 30,
    
    
    December 31,2007
    
    
    2006Commercial:Secured by real estate  nonresidential
    
    $
    2,619,291
    
    
    $
    2,341,572Secured by real estate  multifamily
    
    
    1,341,407
    
    
    
    1,275,594Construction
    
    
    1,486,581
    
    
    
    1,054,302Business
    
    
    1,689,750
    
    
    
    1,461,322Total commercial
    
    
    7,137,029
    
    
    
    6,132,790Consumer:Residential mortgage (one-to-four family)
    
    
    496,934
    
    
    
    448,895Other
    
    
    64,568
    
    
    
    53,975Total consumer
    
    
    561,502
    
    
    
    502,870Loans held in portfolio (1)
    
    
    7,698,531
    
    
    
    6,635,660Allowance for loan losses
    
    
    (68,540
    )
    
    
    (62,015
    )Loans held in portfolio, net
    
    $
    7,629,991
    
    
    $
    6,573,645
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums and discounts
of $21.7 million and $25.8 million at September 30, 2007, and December 31, 2006, respectively.    -38-




---



##### Table of Contents



September 30,
    
    
    December 31,2007
    
    
    2006Commercial:Secured by real estate  nonresidential
    
    $
    187,863
    
    
    $
    141,348Business
    
    
    1,135
    
    
    
    1,203Total commercial
    
    
    188,998
    
    
    
    142,551Consumer:Residential mortgage (one-to-four family)
    
    
    390
    
    
    
    310Loans held for sale (1)
    
    $
    189,388
    
    
    $
    142,861
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees of $371,000 and $213,000 at
September 30, 2007, and December 31, 2006, respectively.   Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Loans held for sale:Commercial:Secured by real estate  nonresidential
    
    $
    12,535
    
    
    $
    6,263
    
    
    $
    36,433
    
    
    $
    39,188Consumer:Residential mortgage (one-to-four family)
    
    
    278
    
    
    
    1,846
    
    
    
    1,956
    
    
    
    3,097Total loans held for sale commitments (1)
    
    
    12,813
    
    
    
    8,109
    
    
    
    38,389
    
    
    
    42,285Loans held in portfolio:Commercial:Secured by real estate  nonresidential
    
    
    287,020
    
    
    
    211,040
    
    
    
    820,479
    
    
    
    583,092Secured by real estate  multifamily
    
    
    80,655
    
    
    
    30,204
    
    
    
    304,176
    
    
    
    164,440Construction
    
    
    276,102
    
    
    
    301,446
    
    
    
    955,765
    
    
    
    787,304Business
    
    
    258,712
    
    
    
    325,799
    
    
    
    826,273
    
    
    
    888,564Total commercial loans
    
    
    902,489
    
    
    
    868,489
    
    
    
    2,906,693
    
    
    
    2,423,400Consumer:Residential mortgage (one-to-four family)
    
    
    47,823
    
    
    
    24,457
    
    
    
    125,289
    
    
    
    70,817Other
    
    
    12,040
    
    
    
    7,832
    
    
    
    30,072
    
    
    
    24,377Total consumer loans
    
    
    59,863
    
    
    
    32,289
    
    
    
    155,361
    
    
    
    95,194Total loans held in portfolio commitments (1)
    
    
    962,352
    
    
    
    900,778
    
    
    
    3,062,054
    
    
    
    2,518,594Total loan commitments (1)
    
    $
    975,165
    
    
    $
    908,887
    
    
    $
    3,100,443
    
    
    $
    2,560,879
 
 (1)
    
    Amounts do not reflect commitments related to loan participations.  -39-




---



##### Table of Contents



IntermediateAdjustable
    
    
    Fixed
    
    
    Fixed
    
    
    TotalCommercial:Secured by real estate  nonresidential
    
    $
    943,261
    
    
    $
    437,028
    
    
    $
    1,256,337
    
    
    $
    2,636,626Secured by real estate  multifamily
    
    
    373,720
    
    
    
    832,479
    
    
    
    132,165
    
    
    
    1,338,364Construction
    
    
    1,384,312
    
    
    
    
    
    
    
    108,995
    
    
    
    1,493,307Business
    
    
    1,545,400
    
    
    
    5,112
    
    
    
    139,364
    
    
    
    1,689,876Total commercial
    
    
    4,246,693
    
    
    
    1,274,619
    
    
    
    1,636,861
    
    
    
    7,158,173Consumer:Residential mortgage (one-to-four family)
    
    
    59,543
    
    
    
    233,658
    
    
    
    204,203
    
    
    
    497,404Other
    
    
    60,513
    
    
    
    
    
    
    
    4,181
    
    
    
    64,694Total consumer
    
    
    120,056
    
    
    
    233,658
    
    
    
    208,384
    
    
    
    562,098Gross loans held in portfolio (1)
    
    $
    4,366,749
    
    
    $
    1,508,277
    
    
    $
    1,845,245
    
    
    $
    7,720,271
 
 (1)
    
    Amounts do not reflect net deferred loan fees, purchase premiums and discounts of
$21.7 million at September 30, 2007.  Deposits
  September 30, 2007
    
    
    December 31, 2006Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageAmount
    
    
    Rate
    
    
    Amount
    
    
    RateNOW, checking and money market accounts
    
    $
    2,444,064
    
    
    
    2.08
    %
    
    $
    2,194,176
    
    
    
    2.18
    %Savings accounts
    
    
    988,721
    
    
    
    2.20
    
    
    
    942,672
    
    
    
    2.14Time deposits:Less than $100,000
    
    
    1,476,320
    
    
    
    4.61
    
    
    
    1,410,162
    
    
    
    4.60$100,000 or greater
    
    
    2,871,990
    
    
    
    4.98
    
    
    
    2,655,835
    
    
    
    4.91Total time deposits
    
    
    4,348,310
    
    
    
    4.86
    
    
    
    4,065,997
    
    
    
    4.80Total deposits
    
    $
    7,781,095
    
    
    
    3.65
    %
    
    $
    7,202,845
    
    
    
    3.66
    %
   -40-




---



##### Table of Contents



Borrowings
  September 30,
    
    December 31,2007
    
    2006Securities sold under agreements to repurchase:Average balance outstanding
    
    $
    336,902
    
    
    $
    162,124Maximum amount outstanding at any month end period
    
    
    500,000
    
    
    
    401,600Balance outstanding at end of period
    
    
    500,000
    
    
    
    401,600Weighted average interest rate during the period
    
    
    3.66
    %
    
    
    3.56
    %Weighted average interest rate at end of period
    
    
    3.92
    %
    
    
    3.71
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    8.5
    
    
    
    6.1Short-term borrowings:FHLB advances and other short-term borrowings:Average balance outstanding
    
    $
    307,908
    
    
    $
    224,234Maximum amount outstanding at any month end period
    
    
    637,787
    
    
    
    654,636Balance outstanding at end of period
    
    
    147,335
    
    
    
    654,636Weighted average interest rate during the period
    
    
    5.45
    %
    
    
    4.52
    %Weighted average interest rate at end of period
    
    
    5.29
    %
    
    
    5.21
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    0.03
    
    
    
    Long-term borrowings:FHLB advances:Average balance outstanding
    
    $
    1,078,786
    
    
    $
    683,978Maximum amount outstanding at any month end period
    
    
    1,181,142
    
    
    
    906,651Balance outstanding at end of period
    
    
    1,134,139
    
    
    
    906,651Weighted average interest rate during the period
    
    
    4.69
    %
    
    
    4.89
    %Weighted average interest rate at end of period
    
    
    4.62
    %
    
    
    4.72
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    6.13
    
    
    
    5.4
 Offsetting of Amounts Related to Certain Repurchase and Reverse Repurchase
Agreementsan interpretation of APB Opinion No. 10 and a modification of FASB Interpretation No.
39
  Subordinated Debentures
  -41-




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##### Table of Contents



Junior Subordinated Debentures
   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
   -42-




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##### Table of Contents



September 30, 2007
    
    
    December 31, 2006Amount
    
    
    %
    
    
    Amount
    
    
    %Commercial:Secured by real estate  nonresidential
    
    $
    2,619,291
    
    
    
    34.02
    
    
    $
    2,341,572
    
    
    
    35.29Secured by real estate  multifamily
    
    
    1,341,407
    
    
    
    17.42
    
    
    
    1,275,594
    
    
    
    19.22Construction
    
    
    1,486,581
    
    
    
    19.31
    
    
    
    1,054,302
    
    
    
    15.89Business
    
    
    1,689,750
    
    
    
    21.95
    
    
    
    1,461,322
    
    
    
    22.02Total commercial
    
    
    7,137,029
    
    
    
    92.70
    
    
    
    6,132,790
    
    
    
    92.42Consumer:Residential mortgage (one-to-four family)
    
    
    496,934
    
    
    
    6.45
    
    
    
    448,895
    
    
    
    6.76Other
    
    
    64,568
    
    
    
    0.85
    
    
    
    53,975
    
    
    
    0.82Total consumer
    
    
    561,502
    
    
    
    7.30
    
    
    
    502,870
    
    
    
    7.58Loans held in portfolio (1)
    
    $
    7,698,531
    
    
    
    100.00
    
    
    $
    6,635,660
    
    
    
    100.00
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees, purchase premiums and discounts
of $21.7 million and $25.8 million at September 30, 2007, and December 31, 2006, respectively.   Nonperforming Assets
  -43-




---



##### Table of Contents



September 30,
    
    
    December 31,2007
    
    
    2006Commercial loans:Secured by
real estate  nonresidential
    
    $
    6,592
    
    
    $
    5,604Secured by real estate  multifamily
    
    
    2,247
    
    
    
    Construction
    
    
    9,221
    
    
    
    Business
    
    
    14,063
    
    
    
    6,339Total commercial loans
    
    
    32,123
    
    
    
    11,943Consumer loans:Residential mortgage (one-to-four family)
    
    
    354
    
    
    
    368Other
    
    
    48
    
    
    
    Total consumer loans
    
    
    402
    
    
    
    368Total nonaccrual loans from loans held in portfolio
    
    
    32,525
    
    
    
    12,311Other real estate owned
    
    
    4,333
    
    
    
    2,887Total nonperforming assets
    
    $
    36,858
    
    
    $
    15,198Nonperforming assets to total assets
    
    
    0.33
    %
    
    
    0.15
    %Nonaccrual loans to loans held in portfolio
    
    
    0.42
    
    
    
    0.19Nonperforming assets to loans held in portfolio and other real estate owned
    
    
    0.48
    
    
    
    0.23Loans held in portfolio
    
    $
    7,698,531
    
    
    $
    6,635,660Gross interest income recognized on impaired loans
    
    
    84
    
    
    
    80Gross interest income not recognized on nonaccrual loans
    
    
    1,126
    
    
    
    676Accruing loans contractually past due 90 days or more
    
    
    17,456
    
    
    
    4,339Loans classified as troubled debt restructurings and not included above
    
    
    8,489
    
    
    
    8,614
     -44-




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##### Table of Contents



Allowances for Credit Losses
 Allowance for Loan Losses
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Balance at beginning of period:Allowance for loan losses
    
    $
    67,739
    
    
    $
    59,035
    
    
    $
    62,015
    
    
    $
    64,542Allowance for losses  unfunded commitments
    
    
    4,968
    
    
    
    5,224
    
    
    
    6,833
    
    
    
    3,402Total allowance for losses at beginning of period
    
    
    72,707
    
    
    
    64,259
    
    
    
    68,848
    
    
    
    67,944Acquired allowance for loan losses
    
    
    
    
    
    
    
    
    
    
    3,825
    
    
    
    Provision for loan losses
    
    
    3,010
    
    
    
    936
    
    
    
    6,156
    
    
    
    2,492Charge-offs:Commercial:Secured by real estate  nonresidential
    
    
    (50
    )
    
    
    (340
    )
    
    
    (66
    )
    
    
    (792
    )Secured by real estate  multifamily
    
    
    (59
    )
    
    
    
    
    
    
    (59
    )
    
    
    Business
    
    
    (2,991
    )
    
    
    (2,162
    )
    
    
    (6,340
    )
    
    
    (7,143
    )Total commercial
    
    
    (3,100
    )
    
    
    (2,502
    )
    
    
    (6,465
    )
    
    
    (7,935
    )Consumer:Other
    
    
    
    
    
    
    (5
    )
    
    
    (9
    )
    
    
    (55
    )Total charge-offs
    
    
    (3,100
    )
    
    
    (2,507
    )
    
    
    (6,474
    )
    
    
    (7,990
    )Recoveries:Commercial:Secured by real estate  nonresidential
    
    
    943
    
    
    
    
    
    
    
    954
    
    
    
    128Business
    
    
    (136
    )
    
    
    152
    
    
    
    112
    
    
    
    252Total commercial
    
    
    807
    
    
    
    152
    
    
    
    1,066
    
    
    
    380Consumer:Other
    
    
    
    
    
    
    18
    
    
    
    3
    
    
    
    32Total recoveries
    
    
    807
    
    
    
    170
    
    
    
    1,069
    
    
    
    412Net charge-offs
    
    
    (2,293
    )
    
    
    (2,337
    )
    
    
    (5,405
    )
    
    
    (7,578
    )Total allowance for losses at end of period
    
    
    73,424
    
    
    
    62,858
    
    
    
    73,424
    
    
    
    62,858Allowance for loan losses
    
    
    68,540
    
    
    
    56,630
    
    
    
    68,540
    
    
    
    56,630Allowance for losses  unfunded commitments
    
    
    4,884
    
    
    
    6,228
    
    
    
    4,884
    
    
    
    6,228Total allowance for losses at end of period
    
    $
    73,424
    
    
    $
    62,858
    
    
    $
    73,424
    
    
    $
    62,858Allowance for loan losses to loans held in portfolio
    
    
    0.89
    %
    
    
    0.97
    %
    
    
    0.89
    %
    
    
    0.97
    %Net charge-offs to average loans held in portfolio
    
    
    0.12
    
    
    
    0.16
    
    
    
    0.10
    
    
    
    0.17
   -45-




---



##### Table of Contents



Allowance for Unfunded Commitments
 Market Risk Management
       -46-




---



##### Table of Contents



Operational Risk Management
    Liquidity Risk
 Liquidity Management
     -47-




---



##### Table of Contents



CAPITAL MANAGEMENT
    -48-




---



##### Table of Contents



September 30,
    
    December 31,2007
    
    2006United Commercial Bank:Tier 1 leverage
    
    
    8.59
    %
    
    
    9.30
    %Tier 1 risk-based capital
    
    
    9.72
    
    
    
    9.67Total risk-based capital
    
    
    11.88
    
    
    
    10.53UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage
    
    
    8.86
    %
    
    
    9.50
    %Tier 1 risk-based capital
    
    
    10.03
    
    
    
    9.86Total risk-based capital
    
    
    12.19
    
    
    
    10.72
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  -49-




---



##### 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
  -50-




---



##### Table of Contents



Item 4. Submission of Matters to a Vote of Security Holders
  Votes
    
    Votes
    
    Votes
    
    BrokersDescription of Proposal
    
    For
    
    Against
    
    Abstained
    
    Non-Votes1. Election of Directors:Pin Pin Chau
    
    
    90,959,451
    
    
    
    1,201,241
    
    
    
    2,211
    
    
    
    Dr. Godwin Wong
    
    
    90,746,021
    
    
    
    1,058,770
    
    
    
    358,113
    
    
    
    Thomas S. Wu
    
    
    89,735,679
    
    
    
    2,070,085
    
    
    
    357,137
    
    
    
    2. Approval of the
amendments to the UCBH
Holdings, Inc. Amended
and Restated 2006
Equity Incentive Plan
(formerly known as the
UCBH Holdings, Inc.
1998 Stock Option plan)
    
    
    59,223,317
    
    
    
    23,794,057
    
    
    
    472,909
    
    
    
    8,672,7213. Approval of the
stockholder proposal
relating to the
declassification of the
Board of Directors of
UCBH Holdings, Inc. of
terms of its Board of
Directors to require
that all Directors
stand for election
annually
    
    
    74,577,276
    
    
    
    8,428,985
    
    
    
    484,022
    
    
    
    8,672,7214. Ratification of the
selection of
PricewaterhouseCoopers
LLP as the independent
registered public
accounting firm of the
Company
    
    
    91,743,430
    
    
    
    139,175
    
    
    
    280,299
    
    
    
    
 
 Item 5. Other Information
  -51-




---



##### Table of Contents



Item 6. Exhibits
 
 Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith2.1
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCBH Merger Sub, Inc., a wholly owned
subsidiary of Buyer, and Pacifica
Bancorp, Inc. dated May 23, 2005
    
    10-Q
    
    000-24947
    
    
    2.1
    
    
    August 9, 20052.2
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly
owned subsidiary of Buyer, and Asian
American Bank & Trust Company dated
August 2, 2005
    
    10-Q
    
    000-24947
    
    
    2.2
    
    
    November 9, 20052.3
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly
owned subsidiary of Buyer, and Great
Eastern Bank dated October 13, 2005
    
    S-4
    
    000-24947
    
    
    2.1
    
    
    December 12, 20052.4
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCB Merger, LLC, a wholly owned
subsidiary of Buyer, and Summit Bank
Corporation dated September 18, 2006
    
    10-Q
    
    000-24947
    
    
    2.4
    
    
    November 14, 20062.5
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCB Merger II, LLC, a wholly owned
subsidiary of Buyer, CAB Holding,
LLC, CAB International Holding
Limited, and Dr. Paul Shi H. Huang
dated January 10, 2007
    
    10-Q
    
    000-24947
    
    
    2.5
    
    
    May 10, 20072.6
    
    Sale and Purchase Agreement among
United Commercial Bank, Charoen
Pokphand Group Co., Ltd., M. Thai
Group Limited and DEG  Deutsche
Investitions und
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
 -52-




---



##### Table of Contents



Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith3.3
    
    Certificate of Designation,
Preferences and Rights of Series A
Participating Preferred Stock (filed
as Exhibit A to Exhibit 4.7 hereto)
    
    8-K
    
    000-24947
    
    
    1
    
    
    January 29, 20034.0
    
    Form of Stock Certificate of UCBH
Holdings, Inc.
    
    S-1
    
    333-58325
    
    
    4.0
    
    
    July 1, 19984.1
    
    Indenture of UCBH Holdings, Inc.,
dated April 17, 1998, between UCBH
Holdings, Inc. and Wilmington Trust
Company, as trustee
    
    S-4
    
    333-58335
    
    
    4.1
    
    
    July 1, 19984.2
    
    Form of Certificate of Series B
Junior Subordinated Debenture
    
    S-4
    
    333-58335
    
    
    4.2
    
    
    July 1, 19984.3
    
    Certificate of Trust of UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.3
    
    
    July 1, 19984.4
    
    Amended and Restated Declaration of
Trust of UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.4
    
    
    July 1, 19984.5
    
    Form of Series B Capital Security
Certificate for UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.5
    
    
    July 1, 19984.6
    
    Form of Series B Guarantee of the
Company relating to the Series B
Capital Securities
    
    S-4
    
    333-58335
    
    
    4.6
    
    
    July 1, 19984.7
    
    Rights Agreement dated as of January
28, 2003
    
    8-K
    
    000-24947
    
    
    1
    
    
    January 29, 20034.8
    
    Indenture of UCBH Holdings, Inc.,
dated September 22, 2005, between
UCBH Holdings, Inc. and Wilmington
Trust Company, as trustee
    
    10-Q
    
    000-24947
    
    
    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, 20074.14
    
    Subordinated Debenture Purchase Agreement between USB Capital Funding Corp. and United Commercial Bank, dated as of September 28, 2007
    
    
    
    
    
    
    
    
    
    
    
    ü
 -53-




---



##### Table of Contents



Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.1
    
    Employment Agreement between UCBH
Holdings, Inc., United Commercial
Bank and Thomas S. Wu
    
    10-Q
    
    000-24947
    
    
    10.1
    
    
    November 9, 200410.2
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Jonathan H.
Downing
    
    8-K
    
    000-24947
    
    
    10.2
    
    
    June 13, 200510.3
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Sylvia Loh as
well as certain other Executive Vice
Presidents of UCBH Holdings, Inc. or
United Commercial Bank
    
    10-Q
    
    000-24947
    
    
    10.3
    
    
    November 9, 200410.4
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Ka Wah (Tony)
Tsui as well as certain other Senior
Vice Presidents of UCBH Holdings,
Inc. or United Commercial Bank
    
    10-Q
    
    000-24947
    
    
    10.4
    
    
    November 9, 200410.5
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Daniel Gautsch
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    June 8, 200510.6
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Dennis Wu
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    June 13, 200510.7
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and certain Senior
Vice Presidents of UCBH Holdings,
Inc. or United Commercial Bank
    
    10-Q
    
    000-24947
    
    
    10.1
    
    
    April 27, 200610.8
    
    UCBH Holdings, Inc. 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
    
    
    10.1
    
    
    May 17, 200710.11
    
    Form of Indemnification Agreement of
United Commercial Bank
    
    8-K
    
    000-24947
    
    
    10.2
    
    
    May 17, 200710.12
    
    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, 2007
 -54-




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##### Table of Contents



Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith14.1
    
    Code of Conduct, as amended on August
14, 2004
    
    8-K
    
    000-24947
    
    
    14.1
    
    
    September 1, 200421.0
    
    Subsidiaries of UCBH Holdings, Inc.
    
    10-K
    
    000-24947
    
    
    21.0
    
    
    March 1, 200731.1
    
    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 Dennis Wu
    
    
    
    
    
    
    
    
    
    
    
    ü32.0
    
    Certificate pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002, signed and dated by Thomas
S. Wu and Dennis Wu
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
 
 (1)
    
    Furnished herewith -55-




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##### Table of Contents



SIGNATURES
  UCBH HOLDINGS, INC.Date:  November 9, 2007
    /s/ Thomas S. WuThomas S. WuChairman, President and Chief Executive Officer
(Principal Executive Officer)Date:  November 9, 2007
    /s/ Dennis WuDennis WuDirector, Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) -56-