##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended
    December 31, 2007.ORo

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.
  (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

94-3072450(I.R.S. Employer
    Identification No.)555 Montgomery Street,
    San Francisco, California(Address of principal
    executive offices)

94111(Zip Code)  Registrants telephone number, including area code:(415) 315-2800
  Securities registered pursuant to Section 12(b) of the
    Act:
    None
  Securities registered pursuant to Section 12(g) of the
    Act:
    Common Stock, Par Value $0.01 Per Share
    Preferred Stock Purchase Rights
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Proxy Statement for the May 22, 2008, Annual Meeting of
    Stockholders is incorporated by reference into Part III.




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##### 





UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    Table of Contents
   
 PagePART IItem 1

Business


2Item 1A

Risk Factors


14Item 1B

Unresolved Staff Comments


19Item 2

Properties


19Item 3

Legal Proceedings


19Item 4

Submission of Matters to a Vote of Security
    Holders


19PART IIItem 5

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


20Item 6

Selected Financial Data


24Item 7

Managements Discussion and Analysis of
    Financial Condition and Results of Operation


26Item 7A

Quantitative and Qualitative Disclosures About
    Market Risk


73Item 8

Financial Statements and Supplementary Data


74Item 9

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


136Item 9A

Controls and Procedures


136Item 9B

Other Information


137PART IIIItem 10

Directors and Executive Officers of the
    Registrant


138Item 11

Executive Compensation


138Item 12

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


138Item 13

Certain Relationships and Related Transactions,
    and Director Independence


138Item 14

Principal Accounting Fees and Services


138PART IVItem 15

Exhibits, Financial Statement Schedules


139Signatures


143EXHIBIT 21.0EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.0




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PART I  Forward
    Looking Statements
  This document, including information included or incorporated
    by reference in this document, contains certain forward-looking
    statements within the meaning of the Private Securities
    Litigation Reform Act of 1995. Forward-looking statements
    provide current expectations or forecasts of future events and
    include, among other things:
  
    statements with respect to UCBH Holdings, Inc. and its
    consolidated subsidiaries (collectively, the
    Company) beliefs, plans, objectives, goals,
    guidelines, expectations, anticipations, and future financial
    condition, results of operations and performance; and
    statements preceded or identified by words, such as
    expects, anticipates,
    intends, plans, believes,
    seeks, estimates, will,
    should, could, projects and
    may, might or words of similar
    import.  These forward-looking statements are based upon
    managements current beliefs and expectations and are not
    guarantees of future performance, nor should they be relied upon
    as representing managements views as of any subsequent
    date. These forward-looking statements are also inherently
    subject to significant business, economic and competitive
    uncertainties, risks and contingencies, many of which are
    difficult to predict and generally beyond managements
    control. In addition, these forward-looking statements are
    subject to assumptions with respect to future business
    strategies and decisions that are subject to change and actual
    results, performance or achievements may be materially different
    from the anticipated results, performance or achievements
    discussed, expressed or implied by these forward-looking
    statements. Factors that might cause such differences include,
    but are not limited to the following:
  
    the Companys ability to successfully execute its
    business plans and achieve its objectives;
    changes in political and economic conditions, including the
    economic effects of terrorist attacks against the United States
    and related events;
    changes in financial market conditions, either nationally,
    internationally or locally in areas in which the Company
    conducts its operations;
    further expansion into China, as well as new Asia Pacific
    market areas;
    fluctuations in the equity and fixed-income markets;
    changes in interest rates and the resultant impact on our net
    interest margin;
    asset and liability sensitivity of our balance sheet;
    acquisitions and integration of acquired businesses;
    deterioration in asset or credit quality;
    increases in the levels of losses, customer bankruptcies,
    claims and assessments;
    deposit renewals and ability to attract and retain core
    deposits;
    the availability and cost of capital;
    continuing consolidation in the financial services
    industry;
    new litigation or changes in existing litigation;
    success in gaining regulatory approvals, when required;
    changes in consumer spending and savings habits;
    increased competitive challenges and expanding product and
    pricing pressures among financial institutions, whether banks,
    investment banks, insurance companies or others, in the
    Companys markets;
    the potential effects of technological changes; 1




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
    legislation or regulatory changes, both domestically as well
    as internationally, which adversely affect the Companys
    operations and businesses;
    the Companys ability to meet regulatory requirements;
    and
    changes in accounting principles generally accepted in the
    United States of America.  You are cautioned not to place undue reliance on these
    forward-looking statements, which speak only as of the date of
    this document or the date of any document incorporated by
    reference in this document. All subsequent written and oral
    forward-looking statements concerning matters addressed in this
    document and attributable to the Company or any person acting on
    the Companys behalf are expressly qualified in their
    entirety by the cautionary statements 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.
  Item 1.
    Business  Company
    Background
             2




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high-net-worth
    and/or and/or
  Market
    Area
      Current
    Banking Services
      
    business and personal checking, savings and money market
    accounts;
    time deposits (certificates of deposit); and
    Individual Retirement Accounts (IRAs).    
    commercial real estate loans; 3




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
    construction loans, primarily to small- and medium-sized
    developers for construction of single-family homes, multifamily
    and commercial properties;
    commercial, accounts receivable and inventory loans to small-
    and medium-sized businesses with annual revenues generally
    ranging from $500,000 to $20.0 million;
    short-term trade finance facilities for terms of less than one
    year to United States importers, exporters and manufacturers;
    loans guaranteed by the United States Small Business
    Administration (SBA);
    multifamily real estate loans;
    residential mortgage loans; and
    home equity lines of credit.  and/or
  www.ibankUNITED.com.
  Subsidiaries
    of the Company and UCB
    high-net-worth
  Segment
    Disclosures
   4




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Competition
    
    commercial banks;
    savings and loan associations;
    securities and brokerage companies;
    mortgage companies;
    insurance companies;
    finance companies;
    money market funds;
    credit unions; and
    other nonbank financial services providers.      Supervision
    and Regulation
  Introduction
    Regulation
    of the Company
     5




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Riegle-Neal
        Regulation
    of UCB
  Bank Regulators.
  Safety and Soundness Standards.
    Other Regulations.
 6




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Deposit
    Insurance Assessments
      Capital
    Requirements
          Form 10-K.
 7




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Prompt
    Corrective Action
    
    Well capitalized has a total risk-based capital
    ratio of 10% or greater, a Tier 1 risk-based capital ratio
    of 6% or greater, a Tier 1 leverage ratio of 5% or greater,
    and is not subject to any written agreement, order, capital
    directive, or prompt corrective action directive.
    Adequately capitalized has a total risk-based
    capital ratio of 8% or greater, a Tier 1 risk-based capital
    ratio of 4% or greater, and a Tier 1 leverage ratio of 4%
    or greater (3% or greater if rated Composite 1 under the
    CAMELS rating system).
    Undercapitalized has a total risk-based capital
    ratio of less than 8%, a Tier 1 risk-based capital ratio of
    less than 4%, or a Tier 1 leverage ratio of less than 4%
    (3% if rated Composite 1 under the CAMELS rating
    system).
    Significantly undercapitalized has a total
    risk-based capital ratio of less than 6%, a Tier 1
    risk-based capital ratio of less than 3%, or a leverage capital
    ratio of less than 3%.
    Critically undercapitalized has a ratio of tangible
    equity to total assets that is equal to less than 2%.      Community
    Reinvestment Act
    Gramm-Leach-Bliley
    Financial Modernization Act of 1999
     8




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(i)
    not disclose non-public personal information of customers to
    non-affiliated third parties without notice to their customers,
    who must have an opportunity to direct that such information not
    be disclosed;(ii)
    not disclose customer account numbers except to consumer
    reporting agencies; and(iii)
    give prior disclosure of their privacy policies before
    establishing new customer relationships.  Uniting
    and Strengthening America by Providing Appropriate Tools
    Required to Intercept and Obstruct Terrorism Act of
    2001
    Sarbanes-Oxley
    Act of 2002
    (i)
    requirements for board of directors committees, including
    independence, expertise, and responsibilities;(ii)
    additional responsibilities regarding certification of the
    financial statements by the chief executive officer and chief
    financial officer of the reporting company;(iii)
    standards for auditors and regulation of audits;(iv)
    increased disclosure and reporting obligations for the reporting
    company and their directors and executive officers; and(v)
    increased civil and criminal penalties for violation of the
    securities laws.  Form 10-K,
 9




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Basel
    Committee on Banking Supervision
    1-A 1-A
  
    expand the number of risk weight categories;
    allow the use of external credit ratings to risk weight certain
    exposures;
    expand the range of recognized collateral and guarantors;
    use loan-to-value ratios to risk weight most residential
    mortgages;
    increase the credit conversion factor for certain credit
    commitments with an original maturity of one year or less;
    assess a charge for early amortizations in securitizations of
    revolving exposures; and
    remove the 50 percent on the risk weight for certain
    derivative transactions.   10




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Employees
    Website
    Access to Company Reports
  www.ucbh.com. Form 10-K, Form 10-Q, Form 8-K
  1-800-SEC-0330. www.sec.gov.
  Executive
    Officers of the Registrant
    Name

Age

Position with UCBH and UCBThomas S. Wu


49


Chairman, President and Chief Executive OfficerDennis Wu


65


Director, Executive Vice President and Chief Financial OfficerJonathan H. Downing


56


Executive Vice President and Director of Corporate Development
    and Investor RelationsDaniel M. Gautsch


60


Executive Vice President and Chief Risk and Compliance OfficerWilliam J. Laraia


72


Executive Vice President and Director of the New York RegionSylvia Loh


52


Executive Vice President and Chairman of UCB/ China Minsheng
    Banking Corporation Strategic Alliance Task ForceEbrahim Shabudin


59


Executive Vice President and Chief Operating OfficerKa Wah Tsui


54


Executive Vice President and General Manager, Greater China
    RegionDavid Yu


56


Executive Vice President and Director of the Southeast RegionJohn M. Cinderey


60


Executive Vice President and Director of Commercial BankingJohn M. Kerr


61


Executive Vice President and Chief Credit OfficerCynthia C. Blackford


43


Senior Vice President and Chief Audit ExecutiveDennis A. Lee


65


Senior Vice President, Corporate Counsel and Assistant Corporate
    SecretaryJonas B. Miller


36


Senior Vice President and TreasurerCraig S. On


55


Senior Vice President and Corporate Controller     Mr. Thomas S. Wu
 11




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Mr. Dennis Wu partner-in-charge
  Mr. Jonathan H. Downing
  Mr. Daniel M. Gautsch
  Mr. William J. Laraia
  Ms. Sylvia Loh
  Mr. Ebrahim Shabudin
 12




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Mr. Ka Wah Tsui
  Mr. David Yu
  Mr. John M. Cinderey
  Mr. John M. Kerr start-up
  Ms. Cynthia C. Blackford
  Mr. Dennis A. Lee
  Mr. Jonas B. Miller
  Mr. Craig S. On
 13




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Item 1A.
    Risk
    Factors    Our
    business strategy includes the execution of growth plans, and
    our financial condition and results of operations could be
    negatively affected if we fail to grow or fail to manage our
    growth effectively.
    Fluctuations
    in interest rates may negatively affect our consolidated
    financial condition and results of operations.
        Risks
    Relating to Use of Estimates and Valuations
     14




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Our
    business is subject to the success of the state, national and
    international economies in which we operate.
    Our
    continued pace of growth may require us to raise additional
    capital in the future, but that capital may not be available
    when it is needed.
    If we
    cannot attract deposits, our growth may be inhibited.
    Our
    wholesale funding sources may prove insufficient to replace
    deposits at their maturity and support our future
    growth.
    We may
    experience further writedowns on our financial instruments
    related to volatile and illiquid market conditions.
   15




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Intense
    competition exists for loans and deposits.
    Our
    allowance for loan losses may prove to be insufficient to absorb
    losses in our loan portfolio.
    If the
    value of real estate in our primary market areas were to decline
    materially, a significant portion of our loan portfolio could
    become under-collateralized, which could have a material adverse
    effect on us.
    The loan
    portfolio may not perform as expected.
    We are
    subject to operational risk and operational events that could
    adversely affect our business.
   16




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If we are
    unable to successfully integrate the operations of future
    acquisitions or branch expansions, the Companys
    consolidated financial condition and results of operations could
    be negatively affected.
    Unanticipated
    costs relating to the Companys recent acquisitions could
    reduce its future earnings per share.
    The
    Company may engage in further expansion through new branch
    openings or acquisitions, which could adversely affect net
    income.
    UCBH may
    issue additional capital stock in the future.
   17




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Changes
    in government regulation and monetary policy may have an
    unfavorable impact on the Company.
    We are
    subject to regulation in the jurisdictions in which we conduct
    business.
    Defaults
    by larger financial institutions could adversely affect
    financial markets in general
   18




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   19




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
      2007


2006High


Low


High


LowThree months ended March 31,

$
20.19


$
17.41


$
19.28


$
16.74Three months ended June 30,


19.11



17.50



19.60



16.06Three months ended September 30,


19.56



15.66



18.41



15.55Three months ended December 31,


20.22



13.69



18.14



16.35  20




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##### Table of Contents



21




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##### Table of Contents



Dividends
    Three Months EndedMarch 31


June 30


September 30


December 31Year ended December 31, 2007

$
0.030


$
0.030


$
0.030


$
0.030Year ended December 31, 2006

$
0.030


$
0.030


$
0.030


$
0.030     Unregistered
    Sales of Equity Securities
          lock-up
 22




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90-day and/or and/or
 23




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Item 6.
    Selected
    Financial Data  Form 10-K
  December 31,2007


2006


2005


2004


2003Financial Condition and Other Data:Loans held in portfolio, net

$
7,757,502


$
6,573,645


$
5,774,118


$
3,994,269


$
3,713,255Securities purchased under agreements to resell


150,000



175,000











Securities available for sale


2,188,355



2,149,456



1,117,724



1,169,140



1,221,070Securities held to maturity


271,485



290,673



308,608



325,202



284,712Total assets


11,803,566



10,346,414



7,965,637



6,319,891



5,592,137Deposits


7,781,240



7,202,845



6,264,169



5,215,862



4,483,521Securities sold under agreements to repurchase


650,000



401,600











Subordinated debentures


406,615



240,549



150,520



140,210



140,210Short-term borrowings


414,532



654,636



279,425



72,310



234,134Long-term borrowings


1,372,190



906,651



562,033



334,952



271,408Total liabilities


10,836,463



9,560,343



7,362,123



5,835,879



5,177,671Stockholders
    equity(1)


967,103



786,071



603,514



484,012



414,466Nonperforming
    assets(2)


57,029



15,198



19,133



12,574



5,857Ratio of stockholders equity to total assets


8.19
%


7.60
%


7.58
%


7.66
%


7.41
%Asset Quality Data:Loan delinquency ratio


1.45
%


0.84
%


0.48
%


0.90
%


0.87
%Nonperforming assets to total
    assets(2)


0.48



0.15



0.24



0.20



0.10Nonperforming loans to loans held in
    portfolio(2)


0.68



0.19



0.33



0.31



0.16Allowance for loan losses to loans held in portfolio


1.03



0.93



1.11



1.39



1.54Allowance for loan losses to nonperforming loans


151.52



503.73



337.33



449.12



992.42Total loan to deposit
    ratio(7)


102.93



94.11



95.71



83.91



84.57Regulatory Capital Ratios:United Commercial Bank and subsidiaries:Tier 1 risk-based capital


8.55
%


9.67
%


9.91
%


11.42
%


10.92
%Total risk-based capital


10.80



10.53



10.98



12.67



12.18Tier 1 leverage


7.42



9.30



8.26



8.49



7.86UCBH Holdings, Inc. and subsidiaries:Tier 1 risk-based capital


8.51



9.86



10.26



11.98



11.69Total risk-based capital


10.76



10.72



11.33



13.23



12.94Tier 1 leverage ratio


7.39



9.50



8.56



8.92



8.42   24




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Year Ended December 31,2007


2006


2005


2004


2003Operating Data:Interest and dividend income

$
706,348


$
535,013


$
402,400


$
300,064


$
260,262Interest expense


(383,760
)


(271,080
)


(161,910
)


(92,583
)


(91,714
)Net interest income


322,588



263,933



240,490



207,481



168,548Provision for loan losses


(20,181
)


(3,842
)


(6,091
)


(4,201
)


(9,967
)Net interest income after provision for loan losses


302,407



260,091



234,399



203,280



158,581Noninterest income


30,669



47,143



26,684



30,877



23,203Noninterest expense


(177,820
)


(155,420
)


(116,913
)


(99,153
)


(80,208
)Income before income tax expense


155,256



151,814



144,170



135,004



101,576Income tax expense


(52,948
)


(50,937
)


(46,344
)


(49,401
)


(36,938
)Net income

$
102,308


$
100,877


$
97,826


$
85,603


$
64,638Per Share Data:Basic earnings per
    share(1)(3)

$
1.00


$
1.07


$
1.06


$
0.95


$
0.74Diluted earnings per
    share(1)(3)


0.97



1.03



1.02



0.90



0.71Dividends declared per
    share(3)


0.12



0.12



0.10



0.08



0.06Operating Ratios and Other Data:Return on average assets


0.97
%


1.23
%


1.40
%


1.44
%


1.26
%Return on average equity


11.55



15.59



18.42



18.92



18.84Efficiency
    ratio(4)


50.34



49.96



43.76



41.60



41.83Noninterest expense to average assets


1.69



1.89



1.68



1.67



1.56Average equity to average assets


8.41



7.88



7.61



7.62



6.66Dividend payout
    ratio(5)


12.37



11.65



9.80



8.89



8.51Net loan charge-offs to average loans held in portfolio


0.13



0.17



0.03



0.11



0.06Interest rate
    spread(6)


2.81



2.91



3.25



3.42



3.21Net interest
    margin(6)


3.28



3.37



3.58



3.63



3.41     (1)
    
    In conjunction with the
    acquisitions of CAB Holding, LLC on May 23, 2007, Summit
    Bank Corporation on December 29, 2006, Asian American
    Bank & Trust Company on November 28, 2005,
    Pacifica Bancorp, Inc. on October 31, 2005, and First
    Continental Bank on July 11, 2003, UCBH issued
    3.7 million, 4.8 million, 878,000, 1.2 million,
    and 2.3 million shares of common stock, respectively.(2)
    
    Nonperforming assets exclude loans
    held for sale and loans contractually past due 90 days or
    more but still accruing.(3)
    
    UCBH completed a two-for-one stock
    split during the years ended December 31, 2005 and 2003.
    Accordingly, for the years ended December 31, 2004 and
    2003, basic earnings per share, diluted earnings per share and
    dividends per share have been adjusted to reflect the effect of
    the stock splits.(4)
    
    Represents noninterest expense
    divided by the total of our net interest income before provision
    for loan losses and our noninterest income.(5)
    
    Dividends declared per share as a
    percentage of diluted earnings per share.(6)
    
    Calculated on a nontax equivalent
    basis.(7)
    
    Total loan includes loans held for
    sale and loans held in portfolio. 25




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operation  EXECUTIVE
    SUMMARY
      
    To be the best performing commercial bank primarily serving
    Asian communities in the United States by continuing to expand
    our franchise in areas of high growth opportunities.
    To further differentiate ourselves from our competitors by
    providing seamless service to customers doing business across
    the Pacific Rim by establishing offices in strategic locations
    in Asia.  Services
    to Asians
    Asia
    Locations
      Keys
    to Success
    
    continued enhancement of UCBs business development
    capabilities, in terms of both diversification in the
    development of products and services and in developing new ways
    to differentiate UCB in the marketplace; 26




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
    continued development of a strong trade finance platform, which
    will enable UCB to take advantage of the opportunities as they
    continue to develop in the Pacific Rim;
    continued maintenance of credit quality at the highest level;
    continued focus on attracting and retaining core deposits;
    continued focus on maintaining and enhancing our risk and
    compliance management infrastructures;
    continued attention to the design and development of our
    existing unique delivery networks to ensure that UCB products
    and services are easily available to its customers;
    continued concentration on maintaining a senior management team
    with the financial services expertise required by our operations
    and goals; and
    continued development of UCBs information systems
    infrastructure to support our planned growth.    
    trilingual branch staff, lending/relationship officers,
    marketing team and phone banking service;
    automated teller machines in both Chinese and English;
    product brochures in both Chinese and English;
    seven-days a
    week banking in selected locations;
    e-business
    services in both Chinese and English; and
    products other than just loans and deposits, including
    investment management products and services.  MANAGEMENTS
    OVERVIEW OF 2007 PERFORMANCE
           27




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Loan
    and Deposit Growth
    2007


2006


2005


2004


2003Loans held in portfolio, net

$
7,751,566


$
6,573,645


$
5,774,118


$
3,994,269


$
3,713,255Deposits


7,781,240



7,202,845



6,264,169



5,215,862



4,483,521       Credit
    Quality
      2007


2006


2005


2004


2003Average loans held in portfolio

$
7,235,389


$
5,889,301


$
4,823,671


$
4,070,168


$
3,380,121Total loan charge-offs


10,677



10,694



1,614



4,798



3,349Nonperforming loans to loans held in portfolio


0.68
%


0.19
%


0.33
%


0.31
%


0.16
%Allowance for loan losses to loans held in portfolio


1.03



0.93



1.11



1.39



1.54Net loan charge-offs to average loans held in portfolio


0.13



0.17



0.03



0.11



0.06     Net
    Interest Margin
   28




---



##### Table of Contents



2007


2006


2005


2004


2003Net interest margin  nontax equivalent basis


3.28
%


3.37
%


3.58
%


3.63
%


3.41
%Average federal funds rate


5.05



4.96



3.19



1.36



1.12   Expense
    Control
    Capital
    Adequacy
    2007


2006


2005


2004


2003United Commercial Bank:Tier 1 leverage


7.42
%


9.30
%


8.26
%


8.49
%


7.86
%Tier 1 risk-based capital


8.55



9.67



9.91



11.42



10.92Total risk-based capital


10.80



10.53



10.98



12.67



12.18UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage


7.39



9.50



8.56



8.92



8.42Tier 1 risk-based capital


8.51



9.86



10.26



11.98



11.69Total risk-based capital


10.76



10.72



11.33



13.23



12.94    29




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Form 10-K.
  Allowance
    for Loan Losses
               30




---



##### Table of Contents



Loan
    Sales, Loan Securitizations and Mortgage Servicing
    Rights
        Accounting for Transfers and
    Servicing of Financial Assets and Extinguishments of
    Liabilities, a Replacement of FASB Statement No. 125 Consolidation of
    Variable Interest Entities (revised December 2003) 
    an interpretation of ARB No. 51,
   31




---



##### Table of Contents



Goodwill
           32




---



##### Table of Contents



Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation
  Accounting for Stock
    Issued to Employees Accounting for
    Stock-Based Compensation  Transition and
    Disclosure
    2007


2006


2005Dividend yield


0.58
%


0.61
%


0.60
%Volatility


29.21
%


29.88
%


29.03
%Risk-free interest rate


4.76
%


4.72
%


4.22
%Expected lives (years)


7.87



7.47



7.50    33




---



##### Table of Contents



Income
    Taxes
        Asset
    Valuation
    Available for Sale Securities.
 34




---



##### Table of Contents



Loans Held For Sale.
      Core Deposit Intangibles.
  Recent
    Accounting Pronouncements
  Accounting
    for Fair Value Measurements
  Fair Value Measurements
  The Fair Value Option for
    Financial Assets and Financial Liabilities contract-by-contract
 35




---



##### Table of Contents



Accounting
    for Business Combinations
  Business Combinations Business Combinations. purchase
    method
  Accounting
    for Noncontrolling Interests in Consolidated Financial
    Statements
  Noncontrolling Interests in
    Consolidated Financial Statements  an amendment of
    ARB No. 51
  Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106 and 132(R)
  Considering
    the Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements
  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
 36




---



##### Table of Contents



Accounting
    for Uncertainty in Income Taxes
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
  Accounting for Contingencies
        Accounting
    for Servicing of Financial Assets
  Accounting for Servicing of Financial Assets, an amendment of
    FASB Statement No. 140
 37




---



##### Table of Contents



Accounting
    for Certain Hybrid Financial Instruments
  Accounting for Certain Hybrid Financial Instruments, an
    amendment of FASB Statements No. 133 and 140
 38




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Financial
    Highlights (Dollars
    in Thousands, Except Per Share Data)
  Year Ended December 31,


Year Ended December 31,Increase (Decrease)








Increase (Decrease)2007


2006


Amount


%


2006


2005


Amount


%Operating Data:Interest & dividend income:Loans

$
575,805


$
448,650


$
127,155



28.34


$
448,650


$
333,159


$
115,491



34.67Investment & mortgage-backed securities:Taxable


88,043



62,418



25,625



41.05



62,418



55,369



7,049



12.73Tax-exempt


14,907



10,717



4,190



39.10



10,717



10,617



100



0.94FHLB stock


3,825



3,006



819



27.25



3,006



1,134



1,872



165.08Funds sold


2,781



522



2,259



432.76



522



377



145



38.46Due from bank


10,354



5,185



5,169



99.69



5,185



1,744



3,441



197.31Securities purchased under agreements to resell


10,633



4,515



6,118







4,515







4,515



Total interest & dividend income


706,348



535,013



171,335



32.02



535,013



402,400



132,613



32.96Interest expense:Deposits


276,331



210,059



66,272



31.55



210,059



123,317



86,742



70.34Securities sold under agreements to repurchase


15,308



5,313



9,995



188.12



5,313







5,313



Short-term borrowings and federal funds purchased


16,557



10,178



6,379



62.67



10,178



10,605



(427
)


(4.03
)Subordinated debentures


23,333



12,106



11,227



92.74



12,106



9,353



2,753



29.43Long-term borrowings


52,231



33,424



18,807



56.27



33,424



18,635



14,789



79.36Total interest expense


383,760



271,080



112,680



41.57



271,080



161,910



109,170



67.43Net interest income


322,588



263,933



58,655



22.22



263,933



240,490



23,443



9.75Provision for loan losses


20,181



3,842



16,339



425.27



3,842



6,091



(2,249
)


(36.92
)Net interest income after provision for loan losses


302,407



260,091



42,316



16.27



260,091



234,399



25,692



10.96Noninterest income:Commercial banking fees


19,972



15,444



4,528



29.32



15,444



10,607



4,837



45.60Service charges on deposits


6,969



3,722



3,247



87.24



3,722



3,038



684



22.51Gain (loss) on sale of securities, net


5,321



206



5,115



2,483.01



206



(5
)


211



4,220.00Gain on sale of SBA loans, net


2,500



2,930



(430
)


(14.68
)


2,930



3,356



(426
)


(12.69
)Gain on sale of commercial & multifamily real estate
    loans, net


5,702



17,812



(12,110
)


(67.99
)


17,812



12,207



5,605



45.92Lower of cost or market adjustment on loans held for sale, net


(303
)


76



(379
)


(498.68
)


76



(1,152
)


1,228



106.60Impairment on available for sale securities, net


(11,593
)






(11,593
)


















Equity loss in other equity investments, net


(3,023
)


(1,106
)


(1,917
)


(173.33
)


(1,106
)


(2,296
)


1,190



51.83Acquisition termination fee






5,000



(5,000
)


(100.00
)


5,000







5,000



Other fees


5,124



3,059



2,065



67.51



3,059



929



2,130



229.28Total noninterest income


30,669



47,143



(16,474
)


(34.94
)


47,143



26,684



20,459



76.67Noninterest expense:Personnel


98,048



88,616



9,432



10.64



88,616



60,152



28,464



47.32Occupancy


21,209



16,189



5,020



31.01



16,189



12,238



3,951



32.28Data processing


9,173



9,890



(717
)


(7.25
)


9,890



6,847



3,043



44.44Furniture & equipment


8,644



7,100



1,544



21.75



7,100



6,534



566



8.66Professional fees & contracted services


7,369



9,855



(2,486
)


(25.23
)


9,855



10,763



(908
)


(8.44
)Deposit insurance


1,800



784



1,016



129.59



784



742



42



5.66Communication


3,074



1,071



2,003



187.02



1,071



955



116



12.15Core deposit intangible amortization


4,566



2,342



2,224



94.96



2,342



1,345



997



74.13Loss (gain) on extinguishment of subordinated
    debentures & borrowings






(360
)


360



(100.00
)


(360
)


1,246



(1,606
)


(128.89
)Other general & administrative


23,937



19,933



4,004



20.09



19,933



16,091



3,842



23.88Total noninterest expense


177,820



155,420



22,400



14.41



155,420



116,913



38,507



32.94Income before income tax expense


155,256



151,814



3,442



2.27



151,814



144,170



7,644



5.30Income tax expense


52,948



50,937



2,011



3.95



50,937



46,344



4,593



9.91Net income

$
102,308


$
100,877


$
1,431



1.42


$
100,877


$
97,826


$
3,051



3.12Per Share Data:Basic earnings per share

$
1.00


$
1.07


$
(0.07
)


(6.54
)

$
1.07


$
1.06


$
0.01



0.94Diluted earnings per share


0.97



1.03



(0.06
)


(5.83
)


1.03



1.02



0.01



0.98Dividends declared per share


0.12



0.120











0.120



0.100



0.020



20.00 39




---



##### Table of Contents



Year Ended December 31,


Year Ended December 31,Increase (Decrease)








Increase (Decrease)2007


2006


Amount


%


2006


2005


Amount


%Operating Ratios and Other Data:Return on average assets


0.97
%


1.23
%


(22
)bp*


(18.02
)


1.23
%


1.40
%


(17
)bp*


(12.14
)Return on average equity


11.55



15.59



(360
)


(23.08
)


15.59



18.42



(283
)


(15.36
)Efficiency ratio(1)


50.34



49.96



20



0.40



49.96



43.76



620



14.17Noninterest expense to average assets


1.69



1.89



(21
)


(10.97
)


1.89



1.68



21



12.50Average equity to average assets


8.41



7.88



53



6.73



7.88



7.61



27



3.55Dividend payout ratio(2)


12.37



11.65



72



6.18



11.65



9.80



185



18.88Net loan charge-offs to average loans held in portfolio


0.13



0.17



(4
)


(24.71
)


0.17



0.03



14



466.67Interest rate spread(3)


2.89



2.98



(9
)


(3.02
)


2.98



3.33



(35
)


(10.51
)Net interest margin(3)


3.36



3.45



(9
)


(2.61
)


3.45



3.66



(21
)


(5.74
)     (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 $22.9 million,
    $16.5 million and $15.8 million for the years ended
    December 31, 2007, 2006 and 2005, respectively.*
    
    Basis point  Year
    Ended December 31, 2007, Compared to Year Ended
    December 31, 2006
    Net Interest Income and Net Interest
    Margin.
 40




---



##### Table of Contents



2007


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)

$
7,363,435


$
575,805



7.82
%

$
6,079,574


$
448,650



7.38
%Taxable securities(3)


1,727,075



88,043



5.10



1,296,231



62,418



4.82Tax-exempt securities(3)


304,342



14,907



4.90



224,295



10,717



4.78FHLB Stock


72,820



3,825



5.25



48,645



3,006



6.18Securities purchased under agreements to resell


159,657



10,633



6.66



60,822



4,515



7.42Other


214,651



13,135



6.12



117,096



5,707



4.87Total interest-earning assets


9,841,980



706,348



7.18



7,826,663



535,013



6.84Noninterest-earning assets


688,180











382,187



Total assets

$
10,530,160


$
706,348






$
8,208,850


$
535,013Interest-bearing liabilities:Deposits:NOW, checking and money market accounts

$
1,531,449


$
51,535



3.37


$
1,300,150


$
41,282



3.18Savings accounts


726,168



7,117



0.98



713,068



9,527



1.34Time deposits


4,380,809



217,679



4.97



3,677,491



159,250



4.33Total interest-bearing deposits


6,638,426



276,331



4.16



5,690,709



210,059



3.69Securities sold under agreements to repurchase


400,614



15,308



3.82



152,059



5,313



3.49Short-term borrowings and federal funds purchased


324,962



16,557



5.10



224,883



10,178



4.53Long- term borrowings


1,113,881



52,231



4.69



683,978



33,424



4.89Subordinated debentures


312,889



23,333



7.46



152,136



12,106



7.96Total interest-bearing liabilities


8,790,772



383,760



4.37



6,903,765



271,080



3.93Noninterest-bearing deposits


767,641











544,910



Other noninterest-bearing liabilities


86,316











113,089



Stockholders equity


885,431











647,086



Total liabilities and stockholders equity

$
10,530,160


$
383,760






$
8,208,850


$
271,080Net interest-earning assets/net interest income/net interest
    rate spread(4)

$
1,051,208


$
322,588



2.81
%

$
922,898


$
263,933



2.91
%Net interest margin(5)










3.28
%










3.37
%Ratio of interest-earning assets to interest-bearing liabilities


1.12
x










1.13
xTax equivalent basis:Total interest-earning assets(6)

$
9,841,980


$
714,374



7.26
%

$
7,826,663


$
540,784



6.91
%Total interest-bearing liabilities


8,790,772



383,760



4.37



6,903,765



271,080



3.93Net interest-earning assets/net interest income/net interest
    rate spread(4)

$
1,051,208


$
330,614



2.89
%

$
922,898


$
269,704



2.98
%Net interest margin(5)










3.36
%










3.45
%Average cost of deposits:Total interest-bearing deposits

$
6,638,426


$
276,331



4.16
%

$
5,690,709


$
210,059



3.69
%Noninterest-bearing deposits


767,641











544,910



Total deposits

$
7,406,067


$
276,331



3.73
%

$
6,235,619


$
210,059



3.37
%     (1)
    
    Nonaccrual loans are included in
    the table for computation purposes; however, interest for such
    loans is recognized on a cash basis. 41




---



##### Table of Contents



(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 tax-exempt
    securities has been adjusted to a tax equivalent basis using a
    statutory federal income tax rate of 35.0%. Interest income from
    tax-exempt investment securities calculated on a tax equivalent
    basis was $22.9 million and $16.5 million for the
    years ended December 31, 2007 and 2006, respectively.           42




---



##### Table of Contents



Year Ended December 31, 2007Compared to 2006Changes due toVolume


Rate


TotalInterest income:Loans

$
94,744


$
32,411


$
127,155Taxable securities


20,747



4,878



25,625Tax-exempt securities


3,825



365



4,190FHLB stock


1,494



(675
)


819Securities purchased under agreements to resell


7,337



(1,219
)


6,118Other


4,755



2,673



7,428Total interest income on interest-earning assets


132,902



38,433



171,335Interest expense:Deposits:NOW, checking, and money market accounts


7,344



2,909



10,253Savings accounts


175



(2,585
)


(2,410
)Time deposits


30,456



27,973



58,429Securities sold under agreements to repurchase


8,685



1,310



9,995Short-term borrowings and federal funds purchased


4,529



1,850



6,379Long-term borrowings


21,008



(2,201
)


18,807Subordinated debentures


12,792



(1,565
)


11,227Total interest expense on interest-bearing liabilities


84,989



27,691



112,680Increase (decrease) in net interest income

$
47,913


$
10,742


$
58,655   Provision for Loan Losses.
      Noninterest Income.
 43




---



##### Table of Contents



Noninterest Expense.
  Income Tax Expense.
  Year
    Ended December 31, 2006, Compared to Year Ended
    December 31, 2005
    Net Interest Income and Net Interest
    Margin.
 44




---



##### Table of Contents



2006


2005Average








AverageInterest


Yields





Interest


YieldsAverage


Income/


Earned/


Average


Income/


Earned/Balance


Expense


Rates Paid


Balance


Expense


Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans(1)(2)

$
6,079,574


$
448,650



7.38
%

$
5,148,952


$
333,159



6.47
%Taxable
    securities(3)


1,296,231



62,418



4.82



1,220,897



55,369



4.54Tax-exempt
    securities(3)


224,295



10,717



4.78



222,196



10,617



4.78FHLB Stock


48,645



3,006



6.18



67,611



1,134



1.68Securities purchased under agreements to resell


60,822



4,515



7.42











Other


117,096



5,707



4.87



56,179



2,121



3.78Total interest-earning assets


7,826,663



535,013



6.84



6,715,835



402,400



5.99Noninterest-earning assets


382,187











259,142



Total assets

$
8,208,850


$
535,013






$
6,974,977


$
402,400Interest-bearing liabilities:Deposits:NOW, checking and money market accounts

$
1,300,150


$
41,282



3.18


$
1,095,964


$
20,572



1.88Savings accounts


713,068



9,527



1.34



841,271



9,336



1.11Time deposits


3,677,491



159,250



4.33



3,169,956



93,409



2.95Total interest-bearing deposits


5,690,709



210,059



3.69



5,107,191



123,317



2.41Securities sold under agreements to repurchase


152,059



5,313



3.49











Short-term borrowings and federal funds purchased


224,883



10,178



4.53



304,251



10,605



3.49Long- term borrowings


683,978



33,424



4.89



361,411



18,635



5.16Subordinated debentures


152,136



12,106



7.96



131,901



9,353



7.09Total interest-bearing liabilities


6,903,765



271,080



3.93



5,904,754



161,910



2.74Noninterest-bearing deposits


544,910











448,301



Other noninterest-bearing liabilities


113,089











90,800



Stockholders equity


647,086











531,122



Total liabilities and stockholders equity

$
8,208,850


$
271,080






$
6,974,977


$
161,910Net interest-earning assets/net interest income/net interest
    rate
    spread(4)

$
922,898


$
263,933



2.91
%

$
811,081


$
240,490



3.25
%Net interest
    margin(5)










3.37
%










3.58
%Ratio of interest-earning assets to interest-bearing liabilities


1.13
x










1.14
xTax equivalent basis:Total interest-earning
    assets(6)

$
7,826,663


$
540,784



6.91
%

$
6,715,835


$
407,562



6.07
%Total interest-bearing liabilities


6,903,765



271,080



3.93



5,904,754



161,910



2.74Net interest-earning assets/net interest income/net interest
    rate
    spread(4)

$
922,898


$
269,704



2.98
%

$
811,081


$
245,652



3.33
%Net interest
    margin(5)










3.45
%










3.66
%Average cost of deposits:Total interest-bearing deposits

$
5,690,709


$
210,059



3.69
%

$
5,107,191


$
123,317



2.41
%Noninterest-bearing deposits


544,910











448,301



Total deposits

$
6,235,619


$
210,059



3.37
%

$
5,555,492


$
123,317



2.22
%  45




---



##### Table of Contents



(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 tax-exempt
    securities has been adjusted to a tax equivalent basis using a
    statutory federal income tax rate of 35.0%. Interest income from
    tax-exempt investment securities calculated on a tax equivalent
    basis was $16.5 million and $15.8 million for the
    years ended December 31, 2006 and 2005, respectively.           46




---



##### Table of Contents



Year Ended December 31, 2006Compared to 2005Changes due toVolume


Rate


TotalInterest income:Loans

$
60,215


$
55,276


$
115,491Taxable securities


3,416



3,633



7,049Tax-exempt securities


100







100FHLB stock


(318
)


2,190



1,872Securities purchased under agreements to resell






4,515



4,515Other


2,300



1,286



3,586Total interest income on interest-earning assets


65,713



66,900



132,613Interest expense:Deposits:NOW, checking, and money market accounts


3,833



16,877



20,710Savings accounts


(1,423
)


1,614



191Time deposits


14,956



50,885



65,841Securities sold under agreements to repurchase






5,313



5,313Short-term borrowings and federal funds purchased


(2,766
)


2,339



(427
)Long-term borrowings


16,632



(1,843
)


14,789Subordinated debentures


1,435



1,318



2,753Total interest expense on interest-bearing liabilities


32,667



76,503



109,170Increase (decrease) in net interest income

$
33,046


$
(9,603
)

$
23,443   Provision for Loan Losses.
  Noninterest Income.
  Noninterest Expense.
 47




---



##### Table of Contents



Income Tax Expense.
  BUSINESS
    SEGMENT RESULTS
    BALANCE
    SHEET ANALYSIS
  Investment
    Securities
     48




---



##### Table of Contents



2007


2006


2005Amortized


Market


Amortized


Market


Amortized


MarketCost


Value


Cost


Value


Cost


ValueInvestment securities available for sale:Agency preferred stock

$
23,466


$
20,149


$



$



$



$
Collateralized debt obligations


31,433



28,731



38,445



38,134







Trust preferred securities


















33,443



32,946U.S. Government sponsored enterprises notes


446,916



447,227



588,621



583,040



159,655



155,185U.S. Government sponsored enterprises discount notes










249,024



249,085







U.S. Treasury Bill










73,183



73,200







Municipals


246,632



244,409



58,325



58,325







Commercial paper










49,952



49,952







Other


10,000



8,950



10,000



9,875



11,012



10,911Total investment securities available for sale


758,447



749,466



1,067,550



1,061,611



204,110



199,042Mortgage-backed securities available for sale:FNMA


559,979



556,138



515,711



502,697



355,135



344,190GNMA


77,478



75,733



87,866



84,605



88,184



85,033FHLMC


241,243



235,874



313,991



304,284



302,540



292,316CMBS


390,112



385,448















Other


188,006



185,696



200,832



196,259



202,264



197,143Total mortgage-backed securities available for sale


1,456,818



1,438,889



1,118,400



1,087,845



948,123



918,682Total investment and mortgage-backed securities available for
    sale


2,215,265



2,188,355



2,185,950



2,149,456



1,152,233



1,117,724Investment securities held to maturity:Municipals


212,647



218,631



222,638



229,358



225,573



232,279 49




---



##### Table of Contents



2007


2006


2005Amortized


Market


Amortized


Market


Amortized


MarketCost


Value


Cost


Value


Cost


ValueMortgage-backed securities held to maturity:FNMA


4,090



3,989



4,372



4,200



5,112



4,923GNMA


54,326



53,255



63,122



61,367



77,261



76,133FHLMC


422



411



541



521



662



639Total mortgage-backed securities held to maturity


58,838



57,655



68,035



66,088



83,035



81,695Total investment and mortgage-backed securities held to maturity


271,485



276,286



290,673



295,446



308,608



313,974Total investment and mortgage-backed securities

$
2,486,750


$
2,464,641


$
2,476,623


$
2,444,902


$
1,460,841


$
1,431,698            50




---



##### Table of Contents



After One Year


After Five YearsWithin One Year


Through Five Years


Through Ten Years


After Ten Years


TotalWeighted





Weighted





Weighted





Weighted





WeightedCarrying


Average


Carrying


Average


Carrying


Average


Carrying


Average


Carrying


AverageValue


Yield


Value


Yield


Value


Yield


Value


Yield


Value


YieldInvestment securities available for sale:Agency preferred stock

$





%

$





%

$





%

$
20,149



7.22
%

$
20,149



7.22
%Collateralized debt obligations


























28,731



6.44
%


28,731



6.44U.S. Government sponsored enterprises notes


3,972



3.35



47,839



4.11



345,562



5.04



49,854



5.20



447,227



4.94Municipals


310



4.80











2,972



4.04



241,127



4.56



244,409



4.55Other


























8,950



5.87



8,950



5.87Total investment securities available for sale


4,282



3.46



47,839



4.11



348,534



5.03



348,811



5.03



749,466



4.96Mortgage-backed securities available for sale:FNMA










4,262



3.91



180,148



5.72



371,728



4.82



556,138



5.11GNMA


























75,733



4.38



75,733



4.38FHLMC










4,572



3.50



29,177



4.69



202,125



4.53



235,874



4.53CMBS


























385,448



4.99



385,448



4.99Other


























185,696



5.31



185,696



5.31Total mortgage-backed securities available for sale










8,834



3.69



209,325



5.58



1,220,730



4.87



1,438,889



4.97Total investment and mortgage-backed securities available for
    sale


4,282



3.46



56,673



4.05



557,859



5.24



1,569,541



4.91



2,188,355



4.97Investment securities held to maturity:Municipals(1)


















6,783



4.12



205,864



4.75



212,647



4.73Mortgage-backed securities held to maturity:FNMA


























4,090



4.75



4,090



4.75GNMA


























54,326



4.94



54,326



4.94FHLMC


























422



4.50



422



4.50Total mortgage-backed securities held to maturity


























58,838



4.93



58,838



4.93Total investment and mortgage-backed securities held to maturity


















6,783



4.12



264,702



4.79



271,485



4.77Total investment and mortgage-backed securities

$
4,282



3.46
%

$
56,673



4.05
%

$
564,642



5.22
%

$
1,834,243



4.89
%

$
2,459,840



4.94
%     (1)
    
    Weighted average yield is
    calculated on a nontax equivalent basis. 51




---



##### Table of Contents



Loans
    2007


2006


2005


2004


2003Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Commercial:Secured by real estate  nonresidential

$
2,317,501



29.59


$
2,341,572



35.29


$
2,307,381



39.52


$
1,943,868



47.99


$
1,704,138



45.18Secured by real estate  multifamily


1,186,177



15.14



1,275,594



19.22



1,506,848



25.81



866,079



21.38



1,161,512



30.80Construction


1,666,550



21.28



1,054,302



15.89



494,841



8.47



289,936



7.16



292,563



7.76Business


2,076,597



26.51



1,461,322



22.02



863,935



14.80



468,128



11.56



296,026



7.85Total commercial


7,246,825



92.52



6,132,790



92.42



5,173,005



88.60



3,568,011



88.09



3,454,239



91.59Consumer:Residential mortgage (one-to-four family)


518,674



6.62



448,895



6.76



613,988



10.52



434,423



10.72



273,431



7.25Other


66,651



0.86



53,975



0.82



51,667



0.88



48,307



1.19



43,711



1.16Total consumer


585,325



7.48



502,870



7.58



665,655



11.40



482,730



11.91



317,142



8.41Loans held in
    portfolio(1)


7,832,150



100.00



6,635,660



100.00



5,838,660



100.00



4,050,741



100.00



3,771,381



100.00Allowance for loan losses


(80,584
)






(62,015
)






(64,542
)






(56,472
)






(58,126
)Net loans held in portfolio

$
7,751,566






$
6,573,645






$
5,774,118






$
3,994,269






$
3,713,255     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $17.9 million, $25.8 million, $7.4 million,
    $7.3 million and $8.6 million at December 31,
    2007, 2006, 2005, 2004 and 2003, respectively.     52




---



##### Table of Contents



2007


2006


2005


2004Amount


%


Amount


%


Amount


%


Amount


%Commercial:Secured by real estate  nonresidential

$
175,101



98.85


$
141,348



98.94


$
154,087



98.31


$
26,882



8.25Secured by real estate  multifamily


























295,788



90.73Business


1,109



0.63



1,203



0.84



2,653



1.69



3,337



1.02Total commercial


176,210



99.48



142,551



99.78



156,740



100.00



326,007



100.00Consumer:Residential mortgage (one-to-four family)


927



0.52



310



0.22















Loans held for
    sale(1)

$
177,137



100.00


$
142,861



100.00


$
156,740



100.00


$
326,007



100.00     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of $322,000,
    $213,000 and $372,000 at December 31, 2007, 2006 and 2005,
    respectively, and net unamortized deferred loan costs of
    $535,000 at December 31, 2004.        2007


2006


2005


2004


2003Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Adjustable-rate loans

$
5,000,318



63.70


$
3,749,132



56.28


$
2,951,945



50.50


$
2,603,889



64.17


$
2,679,428



70.88Hybrid rate loans


1,280,340



16.31



1,444,072



21.68



1,711,915



29.28



881,744



21.73



563,570



14.91Fixed-rate loans


1,569,427



19.99



1,468,275



22.04



1,182,198



20.22



572,419



14.10



537,027



14.21Gross loans held in
    portfolio(1)

$
7,850,085



100.00


$
6,661,479



100.00


$
5,846,058



100.00


$
4,058,052



100.00


$
3,780,025



100.00     (1)
    
    Amounts do not reflect net deferred
    loan fees, purchase premiums and discounts of
    $17.9 million, $25.8 million, $7.4 million,
    $7.3 million, and $8.6 million at December 31,
    2007, 2006, 2005, 2004, and 2003, respectively. 53




---



##### Table of Contents



Adjustable


Hybrid


Fixed


TotalCommercial:Secured by real estate  nonresidential

$
963,116


$
365,919


$
1,001,411


$
2,330,446Secured by real estate  multifamily


421,672



667,331



94,451



1,183,454Construction


1,620,910







52,525



1,673,435Business


1,864,266



6,522



206,015



2,076,803Total commercial


4,869,964



1,039,772



1,354,402



7,264,138Consumer:Residential mortgage (one-to-four family)


67,078



240,568



211,552



519,198Other


63,276







3,473



66,749Total consumer


130,354



240,568



215,025



585,947Gross loans held in
    portfolio(1)

$
5,000,318


$
1,280,340


$
1,569,427


$
7,850,085     (1)
    
    Amounts do not reflect net deferred
    loan fees, purchase premiums and discounts of $17.9 million
    at December 31, 2007.      After One


After Three


After Five


After TenYear


Years


Years


Years


AfterWithin


Through


Through


Through


Through


TwentyOne Year


Three Years


Five Years


Ten Years


Twenty Years


Years


TotalCommercial:Secured by real estate   nonresidential

$
1,048,008


$
321,107


$
302,630


$
79,155


$
42,506


$
537,040


$
2,330,446Secured by real estate  multifamily


423,339



287,957



351,901



89,148



31,109







1,183,454Construction


1,643,098



30,337



















1,673,435Business


1,975,429



30,032



32,586



8,234



7,788



22,734



2,076,803Total commercial


5,089,874



669,433



687,117



176,537



81,403



559,774



7,264,138Consumer:Residential mortgage (one-to-four family)


67,610



103,731



78,354



71,069



101,061



97,373



519,198Other


65,309



551



391











498



66,749Total consumer


132,919



104,282



78,745



71,069



101,061



97,871



585,947Gross loans held in portfolio

$
5,222,793


$
773,715


$
765,862


$
247,606


$
182,464


$
657,645


$
7,850,085Net deferred loan fees, purchase premiums and discounts


























(17,935
)Loans held in portfolio


























7,832,150Allowance for loan losses


























(80,584
)Net loans held in portfolio

























$
7,751,566  54




---



##### Table of Contents



After One


After Three


After Five


After TenYear


Years


Years


Years


AfterWithin


Through


Through


Through


Through


TwentyOne Year


Three Years


Five Years


Ten Years


Twenty Years


Years


TotalCommercial:Secured by real estate  nonresidential

$
415,544


$
328,113


$
169,488


$
196,537


$
136,541


$
1,084,223


$
2,330,446Secured by real estate  multifamily


11,174



7,731



9,380



1,039,669



72,814



42,686



1,183,454Construction


1,298,747



347,132



4,585



22,971











1,673,435Business


1,698,352



169,584



93,340



69,449



19,255



26,823



2,076,803Total commercial


3,423,817



852,560



276,793



1,328,626



228,610



1,153,732



7,264,138Consumer:Residential mortgage (one-to-four family)


307



1,558



1,121



18,197



114,977



383,038



519,198Other


15,400



809



2,471



1,982



7,323



38,764



66,749Total consumer


15,707



2,367



3,592



20,179



122,300



421,802



585,947Gross loans held in portfolio

$
3,439,524


$
854,927


$
280,385


$
1,348,805


$
350,910


$
1,575,534


$
7,850,085Net deferred loan fees, purchase premium and discounts


























(17,935
)Loans held in portfolio


























7,832,150Allowance for loan losses


























(80,584
)Net loans held in portfolio

























$
7,751,566         After One


After Three


After Five


After TenYear


Years


Years


Years


AfterWithin


Through


Through


Through


Through


TwentyOne Year


Three Years


Five Years


Ten Years


Twenty Years


Years


TotalAdjustable-rate loans

$
3,217,048


$
650,171


$
120,476


$
527,325


$
121,359


$
363,939


$
5,000,318Hybrid rate loans






3,123



7,403



667,537



47,786



554,491



1,280,340Fixed-rate loans


222,476



201,633



152,206



153,943



181,765



657,104



1,569,427Gross loans held in portfolio

$
3,439,524


$
854,927


$
280,385


$
1,348,805


$
350,910


$
1,575,534


$
7,850,085Net deferred loan fees, purchase premium and discounts


























(17,935
)Loans held in portfolio


























7,832,150Allowance for loan losses


























(80,584
)Net loans held in portfolio

























$
7,751,566      55




---



##### Table of Contents



2007


2006


2005Loans held for sale:Commercial:Secured by real estate  nonresidential

$
55,047


$
45,602


$
62,027Secured by real estate  multifamily










489,968Total commercial loans


55,047



45,602



551,995Consumer:Residential mortgage (one-to-four family)


2,504



3,904



325Total loans held for sale
    commitments(1)


57,551



49,506



552,320Loans held in portfolio:Commercial:Secured by real estate  nonresidential


998,831



857,735



1,080,502Secured by real estate  multifamily


380,287



241,067



591,449Construction


1,292,327



1,064,113



694,472Business


1,186,963



1,176,155



763,701Total commercial loans


3,858,408



3,339,070



3,130,124Consumer:Residential mortgage (one-to-four family)


156,596



90,914



188,309Other


42,714



33,768



40,376Total consumer loans


199,310



124,682



228,685Total loans held in portfolio
    commitments(1)


4,057,718



3,463,752



3,358,809Total loan
    commitments(1)

$
4,115,269


$
3,513,258


$
3,911,129     (1)
    
    Amounts do not reflect commitments
    related to loan participations.  Foreign
    Outstandings
    Banks andGovernments


Other


Commercial








% ofand Official


Financial


and


Other





TotalInstitutions


Institutions


Industrial


Loans


Total


AssetsChina:December 31, 2007

$
10,885


$
50,470


$
791,457


$
12,578


$
865,390



7.33December 31, 2006


6,510



16,111



470,847



19,052



512,520



4.95December 31, 2005


14,446



15,304



277,698



12,822



320,270



4.02  56




---



##### Table of Contents



Deposits
    2007


2006


2005Weighted





Weighted





WeightedAverage





Average





AverageAmount


Rate


Amount


Rate


Amount


RateNOW, checking and money market accounts

$
2,417,630



1.91
%

$
2,194,176



2.18
%

$
1,784,065



1.65
%Savings accounts


986,664



1.94



942,672



2.14



946,714



1.85Time deposits:Less than $100,000


1,423,935



4.48



1,410,162



4.60



1,203,001



2.69$100,000 or greater


2,953,011



4.60



2,655,835



4.91



2,330,389



3.98Total time deposits


4,376,946



4.56



4,065,997



4.80



3,533,390



3.54Total deposits

$
7,781,240



3.40
%

$
7,202,845



3.66
%

$
6,264,169



2.75
%             Three months or less

$
1,847,068Over three months through six months


826,160Over six months through twelve months


246,059Over twelve months


33,724Total

$
2,953,011  57




---



##### Table of Contents



2007


2006


2005Average





Average





AverageAverage


Rates


Average


Rates


Average


RatesBalance


Paid


Balance


Paid


Balance


PaidNOW, checking and money market accounts

$
1,515,832



3.38
%

$
1,290,636



3.18
%

$
1,085,608



1.88
%Savings accounts


604,777



1.10



626,058



1.19



806,315



1.15Time deposits


3,641,268



4.86



3,110,865



4.23



2,805,296



2.85Noninterest-bearing demand deposits


767,877







545,092







448,409



Total deposits

$
6,529,754



3.60
%

$
5,572,651



3.23
%

$
5,145,628



2.13
%     2007


2006


2005Average





Average





AverageAverage


Rates


Average


Rates


Average


RatesBalance


Paid


Balance


Paid


Balance


PaidNOW, checking and money market accounts

$
15,381



2.05
%

$
9,332



2.61
%

$
10,248



1.20
%Time deposits and savings accounts


860,932



4.84



653,636



4.56



399,616



3.40Total deposits

$
876,313



4.79
%

$
662,968



4.54
%

$
409,864



3.34
%    58




---



##### Table of Contents



Borrowings
    2007


2006


2005Securities sold under agreements to repurchase:Average balance outstanding

$
400,615


$
162,124



Maximum amount outstanding at any month end period


650,000



401,600



Balance outstanding at end of period


650,000



401,600



Weighted average interest rate during the period


4.21
%


3.56
%



%Weighted average interest rate at end of period


4.04
%


3.71
%



%Weighted average remaining term to maturity at end of period (in
    years)


8.63



6.1



Short-term borrowings:FHLB advances and other short-term borrowings:Average balance outstanding

$
299,713


$
224,234


$
301,400Maximum amount outstanding at any month end period


637,787



654,636



566,169Balance outstanding at end of period


414,532



654,636



279,425Weighted average interest rate during the period


5.15
%


4.52
%


3.51
%Weighted average interest rate at end of period


4.05
%


5.21
%


4.09
%Weighted average remaining term to maturity at end of period (in
    years)


0.1







Long-term borrowings:FHLB advances:Average balance outstanding

$
1,113,881


$
683,978


$
361,677Maximum amount outstanding at any month end period


1,372,190



906,651



562,033Balance outstanding at end of period


1,372,190



906,651



562,033Weighted average interest rate during the period


4.69
%


4.89
%


5.15
%Weighted average interest rate at end of period


4.57
%


4.72
%


4.76
%Weighted average remaining term to maturity at end of period (in
    years)


5.2



5.4



5.0   and/or Accounting for
    Transfers and Servicing of Financial Assets and Extinguishment
    of Liabilities
  Subordinated
    Debentures
   59




---



##### Table of Contents



3-month
    3-month
  OFF-BALANCE
    SHEET ARRANGEMENTS
  Consolidation of Variable Interest Entities, an
    interpretation of ARB No. 51
 60




---



##### Table of Contents




    The transferred assets have been legally isolated from the
    transferor, even in bankruptcy or other receivership.
    The transferee has the right to pledge or exchange the assets it
    received, or if the entity is a QSPE the beneficial interest
    holders have that right.
    The transferor does not maintain effective control over the
    transferred assets.  RISK
    ELEMENTS
      
    Enterprise Risk Management Committee, which reviews credit,
    operational, market and liquidity risk;
    Portfolio Review and Credit Risk Management Committees, which
    review 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
     61




---



##### Table of Contents



2007


2006Amount


%


Amount


%Commercial:Secured by real estate  nonresidential

$
2,317,501



29.59


$
2,341,572



35.29Secured by real estate  multifamily


1,186,177



15.14



1,275,594



19.22Construction


1,666,550



21.28



1,054,302



15.89Business


2,076,597



26.51



1,461,322



22.02Total commercial


7,246,825



92.52



6,132,790



92.42Consumer:Residential mortgage (one-to-four family)


518,674



6.62



448,895



6.76Other


66,651



0.86



53,975



0.82Total consumer


585,325



7.48



502,870



7.58Loans held in
    portfolio(1)

$
7,832,150



100.00


$
6,635,660



100.00     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $17.9 million and $25.8 million at December 31,
    2007 and 2006, respectively.      Loan Securitizations.
 62




---



##### Table of Contents



Nonperforming
    Assets
   63




---



##### Table of Contents



2007


2006


2005


2004


2003Commercial loans:Secured by real estate  nonresidential

$
18,086


$
5,604


$
12,792


$
8,085


$
Secured by real estate  multifamily


4,032















Construction


15,799











4,353



5,102Business


14,713



6,339



5,903



136



631Total commercial loans


52,630



11,943



18,695



12,574



5,733Consumer loans:Residential mortgage (one-to-four family)


349



368



388







124Other


206







50







Total consumer loans


555



368



438







124Total nonaccrual loans from loans held in portfolio


53,185



12,311



19,133



12,574



5,857Other real estate owned


3,844



2,887











Total nonperforming assets(1)

$
57,029


$
15,198


$
19,133


$
12,574


$
5,857Nonperforming assets to total assets


0.48
%


0.15
%


0.24
%


0.20
%


0.10
%Nonaccrual loans to loans held in portfolio


0.68



0.19



0.33



0.31



0.16Nonperforming assets to loans held in portfolio and other real
    estate owned


0.73



0.23



0.33



0.31



0.16Loans held in portfolio

$
7,832,150


$
6,635,660


$
5,838,660


$
4,050,741


$
3,771,381Gross interest income recognized on impaired loans


139



80



183







Gross interest income not recognized on nonaccrual loans


1,877



676



790



699



363Accruing loans contractually past due 90 days or more


43,820



4,339



5,374



3,101



1,469Loans classified as troubled debt restructurings and not
    included above


8,466



8,614



10,827



11,329



9,094     (1)
    
    Nonperforming assets exclude loans
    held for sale and loans contractually past due 90 days or
    more but still accruing.       64




---



##### Table of Contents



Allowances
    for Credit Losses
  Allowance for Loan Losses.
           65




---



##### Table of Contents



2007


2006


2005


2004


2003Balance at beginning of year:Allowance for loan losses

$
62,015


$
64,542


$
56,472


$
58,126


$
48,865Allowance for losses  unfunded commitments


6,833



3,402



3,940



2,737



Total allowance for losses at beginning of year


68,848



67,944



60,412



60,863



48,865Acquired allowance for loan losses


5,784



7,279



2,932







4,028Provision for loan losses


20,181



3,842



6,091



4,202



9,967Charge-offs:Commercial:Secured by real estate  nonresidential


(1,706
)


(791
)


(838
)


(1,577
)


(87
)Secured by real estate  multifamily


(59
)










(127
)


Construction


(1,288
)














(170
)Business


(7,593
)


(9,765
)


(750
)


(2,985
)


(2,713
)Total commercial


(10,646
)


(10,556
)


(1,588
)


(4,689
)


(2,970
)Consumer:Residential mortgage (one-to-four family)






(74
)










Other


(31
)


(64
)


(26
)


(109
)


(379
)Total consumer


(31
)


(138
)


(26
)


(109
)


(379
)Total charge-offs


(10,677
)


(10,694
)


(1,614
)


(4,798
)


(3,349
)Recoveries:Commercial:Secured by real estate  nonresidential


997



128











30Secured by real estate  multifamily


















Construction


















300Business


418



313



63



119



952Total commercial


1,415



441



63



119



1,282Consumer:Residential mortgage (one-to-four family)










34







Other


3



36



26



26



70Total consumer


3



36



60



26



70Total recoveries


1,418



477



123



145



1,352Total allowance for losses at end of year

$
85,554


$
68,848


$
67,944


$
60,412


$
60,863Allowance for loan losses

$
80,584


$
62,015


$
64,542


$
56,472


$
58,126Allowance for losses  unfunded commitments


4,970



6,833



3,402



3,940



2,737Total allowance for losses at end of year

$
85,554


$
68,848


$
67,944


$
60,412


$
60,863Allowance for loan losses to loans held in portfolio


1.03
%


0.93
%


1.11
%


1.39
%


1.54
%Net charge-offs to average loans held in portfolio


0.13



0.17



0.03



0.11



0.06  66




---



##### Table of Contents



2007


2006


2005


2004


2003Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Allocated:Commercial:Secured by real estate  nonresidential

$
20,687



25.67


$
21,408



35.29


$
30,778



39.52


$
30,885



47.99


$
26,702



45.18Secured by real estate  multifamily


2,474



3.07



2,187



19.22



1,075



25.81



629



21.38



5,263



30.80Construction


21,858



27.12



12,623



15.89



9,412



8.47



8,929



7.16



9,274



7.76Business


34,012



42.21



24,468



22.02



22,406



14.80



14,971



11.56



6,011



7.85Total commercial


79,031



98.07



60,686



92.42



63,671



88.60



55,414



88.09



47,250



91.59Consumer:Residential mortgage (one-to-four family)


1,373



1.70



918



6.76



697



10.52



728



10.72



292



7.25Other


180



0.23



141



0.82



174



0.88



330



1.19



465



1.16Total consumer


1,553



1.93



1,059



7.58



871



11.40



1,058



11.91



757



8.41Total allocated


80,584



100.00



61,745



100.00



64,542



100.00



56,472



100.00



48,007



100.00Non-loan category
    specific(1)










270























10,122Allowance for loan losses

$
80,584






$
62,015






$
64,542






$
56,472






$
58,129Allowance for losses - unfunded commitments

$
4,970






$
6,833






$
3,402






$
3,940






$
2,737     (1)
    
    During 2004 the portion of the
    allowance previously presented as non loan category
    specific was allocated to specific loan portfolios, to
    align the potential imprecision arising from the accuracy of the
    risk rating process and general economic and business conditions
    affecting our key lending areas with the underlying loan
    portfolio.       67




---



##### Table of Contents



Reserve for Unfunded Commitments.
    Operational
    Risk Management
        Interest
    Rate and Market Risk Management
         68




---



##### Table of Contents



Change in Interest Rates

Net Portfolio Value


Net Interest Incomein Basis Points:

Amount


Change


% Change


Amount


Change


% ChangeDecember 31, 2007:200

$
955,975


$
(192,604
)


(16.77
)

$
345,228


$
(16,804
)


(4.64
)100


1,069,212



(79,366
)


(6.91
)


356,925



(5,107
)


(1.41
)0


1,148,579











362,032







(100)


1,067,502



(81,076
)


(7.06
)


355,049



(6,983
)


(1.93
)(200)


945,062



(203,517
)


(17.72
)


340,272



(21,760
)


(6.01
)December 31, 2006:200

$
1,074,052


$
(127,162
)


(10.59
)

$
326,194


$
(503
)


(0.15
)100


1,136,260



(64,955
)


(5.41
)


327,998



1,301



0.400


1,201,215











326,697







(100)


1,222,214



20,999



1.75



321,829



(4,867
)


(1.49
)(200)


1,215,494



14,279



1.19



311,995



(14,702
)


(4.50
)      69




---



##### Table of Contents



Liquidity
    Risk
  Overview.
   70




---



##### Table of Contents



Contractual Obligations.
  After One Year


After ThreeWithin


Through


Years Through


More ThanOne Year


Three Years


Five Years


Five Years


TotalDeposits:Demand and savings
    accounts(1)

$
3,404,294


$



$



$



$
3,404,294Time deposits


4,270,935



88,429



17,550



32



4,376,946Securities sold under agreements to repurchase










50,000



600,000



650,000Borrowings


662,415



283,714



33,490



807,103



1,786,722Subordinated debentures














406,615



406,615Unfunded CRA investment commitments


10,986















10,986Total balance sheet arrangements


8,348,630



372,143



101,040



1,813,750



10,635,563Off-balance-sheet arrangements:Commitments to extend credit:Consumer (including residential mortgage)


101,978















101,978Commercial (excluding construction)


1,488,733















1,488,733Construction


1,101,515















1,101,515Letters of creditCommercial


89,898















89,898Standby


70,350



1,310



19,180



3,054



93,894Derivative financial instruments:Foreign exchange contracts receivable


(806,310
)














(806,310
)Foreign exchange contracts payable


806,380















806,380Interest rate floor contract






25,000











25,000Put option to sell


(7,600
)














(7,600
)Put option to buy


7,600















7,600Unfunded CRA investment commitments


6,996















6,996Other


1,893



35











1,928Noncancelable operating lease obligations


11,212



18,560



12,938



20,044



62,754Total off-balance sheet arrangements


2,872,645



44,905



32,118



23,098



2,972,766Total contractual obligations

$
11,221,275


$
417,048


$
133,158


$
1,836,848


$
13,608,329     (1)
    
    Accounts with indeterminate
    maturities, such as savings and checking, are included in one
    year or less category.   71




---



##### Table of Contents



Liquidity Management.
        and/or
       72




---



##### Table of Contents



CAPITAL
    MANAGEMENT
          2007


2006


2005


2004


2003United Commercial Bank:Tier 1 leverage


7.42
%


9.30
%


8.26
%


8.49
%


7.86
%Tier 1 risk-based capital


8.55



9.67



9.91



11.42



10.92Total risk-based capital


10.80



10.53



10.98



12.67



12.18UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage


7.39
%


9.50
%


8.56
%


8.92
%


8.42
%Tier 1 risk-based capital


8.51



9.86



10.26



11.98



11.69Total risk-based capital


10.76



10.72



11.33



13.23



12.94       Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K.
 73




---



##### 



Item 8.
    Financial
    Statements and Supplemental Data  UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
    Index to Consolidated Financial Statements
   
 PageReport of Independent Registered Public
    Accounting Firm


75Consolidated Balance Sheets as of
    December 31, 2007 and 2006


77Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005


78Consolidated Statements of Changes in
    Stockholders Equity and Comprehensive Income for the years
    ended December 31, 2007, 2006 and 2005


79Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005


80Notes to Consolidated Financial Statements


81   74




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    Internal Control  Integrated
    Framework
       75




---



##### Table of Contents



76




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (Dollars
    in Thousands, Except Share and Par Value
    Amounts)
  December 31,2007


2006ASSETSNoninterest bearing cash

$
117,141


$
112,343Interest bearing cash


202,258



92,049Federal funds sold


26,028



150,027Cash and cash equivalents


345,427



354,419Securities purchased under agreements to resell


150,000



175,000Investment and mortgage-backed securities available for sale, at
    fair value


2,188,355



2,149,456Investment and mortgage-backed securities held to maturity, at
    cost (fair value of $276,286 and $295,446 at December 31,
    2007 and 2006, respectively)


271,485



290,673Federal Home Loan Bank stock, Federal Reserve Bank stock and
    other equity investments


138,877



110,775Loans held for sale, net of valuation allowance


177,137



142,861Loans held in portfolio


7,832,150



6,635,660Allowance for loan losses


(80,584
)


(62,015
)Loans held in portfolio, net


7,751,566



6,573,645Accrued interest receivable


61,111



50,803Premises and equipment, net


144,630



115,610Goodwill


436,606



226,780Core deposit intangibles, net


22,526



28,325Mortgage servicing rights, net


12,783



13,273Other assets


103,063



114,794Total assets

$
11,803,566


$
10,346,414LIABILITIES AND STOCKHOLDERS EQUITYNoninterest bearing deposits

$
860,338


$
767,714Interest bearing deposits


6,920,902



6,435,131Total deposits


7,781,240



7,202,845Securities sold under agreements to repurchase


650,000



401,600Short-term borrowings and federal funds purchased


492,532



654,636Subordinated debentures


406,615



240,549Accrued interest payable


28,169



21,018Long-term borrowings


1,372,190



906,651Other liabilities


105,717



133,044Total liabilities


10,836,463



9,560,343Commitments and contingencies (Notes 23 and 24)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 December 31, 2007 and 2006; 104,397,988 and
    99,448,181 shares issued and outstanding at
    December 31, 2007 and 2006, respectively


1,044



994Additional paid-in capital


427,474



341,616Retained earnings


554,568



464,616Accumulated other comprehensive loss


(15,983
)


(21,155
)Total stockholders equity


967,103



786,071Total liabilities and stockholders equity

$
11,803,566


$
10,346,414    77




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (Dollars
    in Thousands, Except Per Share Amounts)
  Year Ended December 31,2007


2006


2005Interest and dividend income:Loans

$
575,805


$
448,650


$
333,159Investment and mortgage-backed securities:Taxable


88,043



62,418



55,369Tax-exempt


14,907



10,717



10,617FHLB stock


3,825



3,006



1,134Federal funds sold


2,781



522



377Deposits with banks


10,354



5,185



1,744Securities purchased under agreements to resell


10,633



4,515



Total interest and dividend income


706,348



535,013



402,400Interest expense:Deposits


276,331



210,059



123,317Securities sold under agreements to repurchase


15,308



5,313



Short-term borrowings


16,557



10,178



10,605Subordinated debentures


23,333



12,106



9,353Long-term borrowings


52,231



33,424



18,635Total interest expense


383,760



271,080



161,910Net interest income


322,588



263,933



240,490Provision for loan losses


20,181



3,842



6,091Net interest income after provision for loan losses


302,407



260,091



234,399Noninterest income:Commercial banking fees


19,972



15,444



10,607Service charges on deposits


6,969



3,722



3,038Gain (loss) on sale of securities, net


5,321



206



(5
)Gain on sale of SBA loans, net


2,500



2,930



3,356Gain on sale of commercial and multifamily real estate loans, net


5,702



17,812



12,207Lower of cost or market adjustment on loans held for sale, net


(303
)


76



(1,152
)Impairment on available for sale securities, net


(11,593
)






Equity loss in other equity investments, net


(3,023
)


(1,106
)


(2,296
)Acquisition termination fee






5,000



Other fees


5,124



3,059



929Total noninterest income


30,669



47,143



26,684Noninterest expense:Personnel


98,048



88,616



60,152Occupancy


21,209



16,189



12,238Data processing


9,173



9,890



6,847Furniture and equipment


8,644



7,100



6,534Professional fees and contracted services


7,369



9,855



10,763Deposit insurance


1,800



784



742Communication


3,074



1,071



955Core deposit intangible amortization


4,566



2,342



1,345Loss (gain) on extinguishment of subordinated debentures and
    borrowings






(360
)


1,246Other general and administrative


23,937



19,933



16,091Total noninterest expense


177,820



155,420



116,913Income before income tax expense


155,256



151,814



144,170Income tax expense


52,948



50,937



46,344Net income

$
102,308


$
100,877


$
97,826Earnings per share:Basic

$
1.00


$
1.07


$
1.06Diluted

$
0.97


$
1.03


$
1.02Dividends declared per share

$
0.12


$
0.12


$
0.10    78




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY AND
    COMPREHENSIVE INCOME
 (Dollars
    in Thousands, Except Share and Per Share Amounts)
  AccumulatedAdditional





Other


TotalCommon Stock


Paid-In


Retained


Comprehensive


Stockholders


ComprehensiveShares


Amount


Capital


Earnings


Loss(1)


Equity


IncomeBalance at December 31, 2004


91,131,824



456



203,432



286,622



(6,498
)


484,012Net income














97,826







97,826


$
97,826Other comprehensive income, net of tax benefit of $9,899


















(13,488
)


(13,488
)


(13,488
)Comprehensive income

























$
84,338Stock options exercised, including related tax benefit


786,614



6



7,670











7,676Cash dividend of $0.10 per share














(9,228
)






(9,228
)Shares issued in connection with acquisition of:Pacifica Bancorp, Inc.


1,241,194



12



21,080











21,092Asian American Bank & Trust Company


878,246



9



15,615











15,624Stock split






457



(457
)










Balance at December 31, 2005


94,037,878



940



247,340



375,220



(19,986
)


603,514Net income














100,877







100,877


$
100,877Other comprehensive income, net of tax benefit of $813


















(1,169
)


(1,169
)


(1,169
)Comprehensive income

























$
99,708Stock options exercised, including related tax benefit


585,442



6



6,375











6,381Stock compensation charge










2,163











2,163Cash dividend of $0.12 per share














(11,481
)






(11,481
)Shares issued in connection with acquisition of Summit Bank
    Corporation


4,824,861



48



85,738











85,786Balance at December 31, 2006


99,448,181


$
994


$
341,616


$
464,616


$
(21,155
)

$
786,071Net income














102,308







102,308


$
102,308Other comprehensive income, net of tax liability of $4,090


















5,172



5,172



5,172Comprehensive income

























$
107,480Stock options exercised, including related tax benefit


1,238,227



13



15,674











15,687Stock compensation charge










4,075











4,075Cash dividend of $0.12 per share














(12,356
)






(12,356
)Shares issued in connection with acquisition of CAB Holding, LLC


3,711,580



37



66,109











66,146Balance at December 31, 2007


104,397,988


$
1,044


$
427,474


$
554,568


$
(15,983
)

$
967,103     (1)
    
    Accumulated Other Comprehensive
    Loss arises solely from net unrealized losses on investment and
    mortgage-backed securities available for sale, presented net of
    tax.   79




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (Dollars
    in Thousands)
  Year Ended December 31,2007


2006


2005Cash flows from operating activities:Net income

$
102,308


$
100,877


$
97,826Adjustments to reconcile net income to net cash provided by
    operating activities:Provision for loan losses


20,181



3,842



6,091Amortization of net deferred loan fees, purchase premiums and
    discounts


(12,961
)


(9,061
)


(6,262
)Amortization of net securities premiums and discounts


290



(847
)


103Federal Home Loan Bank stock dividend


(3,391
)


(2,348
)


(1,351
)Amortization of intangibles


8,147



5,341



3,642Depreciation and amortization of premises and equipment


10,730



8,995



8,543Gain on sale of loans originated in held in portfolio,
    securities, and other assets, net


(11,023
)


(17,888
)


(9,987
)Impairment on available for sale securities


11,593







Lower of cost or market adjustment on loans held for sale


32



(76
)


1,152Equity loss in other equity investments


2,988



1,106



2,296Stock compensation expense, net of tax benefit related to
    nonqualified stock option grants


3,453



1,876



Excess tax benefit from stock option exercises


(5,115
)


(2,007
)


Loss (gain) on extinguishment of subordinated debentures and
    borrowings






(360
)


1,246Other, net


935



1,185



(2,037
)Changes in operating assets and liabilities:Decrease (increase) in loans originated in held for sale


8,119



27,113



(240,721
)Decrease (increase) in accrued interest receivable


(6,324
)


(9,459
)


(11,971
)Decrease (increase) in other assets


19,663



13,037



4,283Increase (decrease) in accrued interest payable


1,763



4,450



5,065Increase (decrease) in other liabilities


(40,463
)


(10,143
)


14,472Net cash provided by (used in) operating activities


110,925



115,633



(127,610
)Cash flows from investing activities:Payment for purchase of Business Development Bank Ltd. net of
    cash acquired


(168,419
)






Net cash acquired from purchase of CAB Holding, LLC


33,647







Payment for purchase of Summit Bank Corporation, net of cash
    acquired


(734
)


(137,119
)


Payment for purchase of Pacifica Bancorp, Inc., net of cash
    acquired






(116
)


(2,312
)Payment for purchase of Asian American Bank &
    Trust Company, net of cash acquired






(322
)


(4,993
)Purchase of securities purchased under agreements to resell


(200,000
)


(175,000
)


Proceeds from maturity of securities purchased under agreements
    to resell


225,000







Investment and mortgage-backed securities, available for sale:Principal payments and maturities


1,468,224



708,525



418,294Purchases


(2,197,811
)


(1,424,927
)


(486,062
)Sales


1,225,153



96,777



114,991Called


112,980



20,000



22,000Investment and mortgage-backed securities, held to maturity:Principal payments and maturities


9,105



14,859



26,296Purchases






(1,600
)


(9,892
)Called


10,192



4,625



Proceeds from redemption of Federal Home Loan Bank stock


14,730



19,098



9,725Purchase of Federal Home Loan Bank stock


(28,230
)


(44,607
)


(20,623
)Proceeds from redemption of Federal Reserve Bank stock


1,267







Funding of other equity investments


(10,484
)


(3,303
)


(12,529
)Proceeds from sale of other equity investment






2,000



Proceeds from the sale of loans originated in held in portfolio


361,194



851,597



442,776Proceeds from the sale of real estate owned


648







Loans originated in held in portfolio funded and purchased, net
    of principal collections


(1,762,293
)


(1,360,561
)


(1,566,134
)Purchases of premises and other equipment


(9,236
)


(9,502
)


(6,915
)Other investing activities, net


1,424



495



201Net cash used in investing activities


(913,643
)


(1,439,081
)


(1,075,177
)Cash flows from financing activities:Net increase in demand deposits, NOW, money market and savings
    accounts


116,551



188,410



155,806Net increase in time deposits


116,729



205,200



631,701Net increase (decrease) in short-term borrowings


(284,081
)


502,439



156,214Proceeds from securities sold under agreements to repurchase


499,267



300,000



Payments of securities sold under agreements to repurchase


(250,867
)






Proceeds from issuance of subordinated debentures


166,238



77,321



40,000Redemption of subordinated debentures










(30,000
)Proceeds from long-term borrowings


496,821



256,072



266,520Principal payments of long-term borrowings


(70,411
)


(50,172
)


(17,916
)Proceeds from stock option exercises


10,572



4,374



3,863Excess tax benefit from stock option exercises


5,115



2,007



Payment of cash dividend on common stock


(12,208
)


(10,849
)


(8,700
)Net cash provided by financing activities


793,726



1,474,802



1,197,488Net increase (decrease) in cash and cash equivalents


(8,992
)


151,354



(5,299
)Cash and cash equivalents at beginning of year


354,419



203,065



208,364Cash and cash equivalents at end of year

$
345,427


$
354,419


$
203,065    80




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  Organization
    high-net-worth
  Principles
    of Consolidation
  Consolidation of Variable Interest Entities, an
    interpretation of ARB No. 51
  Reclassifications
    Use of
    Estimates and Valuations in Preparation of Financial
    Statements
   81




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  (Continued)      Cash
    and Cash Equivalents
    Securities
    Purchased Under Agreements to Resell
  10-year
  Investment
    and Mortgage-Backed Securities
       82




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  (Continued)  No. 99-20, Recognition of Interest Income and Impairment on Purchased
    and Retained Beneficial Interest in Securitized Financial
    Assets
    Loans
    Held for Sale
    Loans
    Held in Portfolio
    Nonaccrual
    Loans
      Allowance
    for Loan Losses
     83




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  (Continued)    Impaired
    and Restructured Loans
    loan-by-loan loan-by-loan
    Premises
    and Equipment
    Other
    Real Estate Owned
    Investments
    in Federal Home Loan Bank Stock and Federal Reserve Bank
    Stock
   84




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  (Continued)  Other
    Equity Investments
    Acquisitions
    of Certain Financial Institutions
    Goodwill
    and Core Deposit Intangibles
    Transfers
    of Financial Assets and Mortgage Servicing Rights
    No. 99-20.
 85




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  (Continued)      Securities
    Sold Under Agreements to Repurchase
    Derivative
    Instruments and Hedging Activities
    and/or
    Income
    Taxes
  Accounting for Income Taxes
 86




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  (Continued)    Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation Transition Election Related to Accounting for the Tax Effects
    of Share-Based Payment Awards.
  Accounting for Stock
    Issued to Employees Accounting for Stock-Based Compensation Accounting for Stock-Based
    Compensation-Transition and Disclosure
      Earnings
    per Share
   87




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Basis of
    Presentation and Summary of Significant Accounting and Reporting
    Policies  (Continued)    Translation
    of Foreign Currencies
    2.
    Recent
    Accounting Pronouncements  Accounting
    for Fair Value Measurements
  Fair Value Measurements
  The Fair Value Option for
    Financial Assets and Financial Liabilities contract-by-contract
  Accounting
    for Business Combinations
  Business Combinations Business Combinations. purchase
    method
 88




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Recent
    Accounting Pronouncements  (Continued)  Accounting
    for Noncontrolling Interests in Consolidated Financial
    Statements
  Noncontrolling Interests in
    Consolidated Financial Statements  an amendment of
    ARB No. 51
  Employers
    Accounting for Defined Benefit Pension and Other Postretirement
    Plans
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans  an amendment of FASB
    Statements No. 87, 88, 106 and 132(R)
  Considering
    the Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements
  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
  Accounting
    for Uncertainty in Income Taxes
  Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 89




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Recent
    Accounting Pronouncements  (Continued)  Accounting for Contingencies
        Accounting
    for Servicing of Financial Assets
  Accounting for Servicing of Financial Assets, an amendment of
    FASB Statement No. 140
  Accounting
    for Certain Hybrid Financial Instruments
  Accounting for Certain Hybrid Financial Instruments, an
    amendment of FASB Statements No. 133 and 140
 90




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Recent
    Accounting Pronouncements  (Continued)    3.
    Business
    Combinations  Business
    Development Bank Ltd.
      Cash and due from banks

$
42,052Loans held in portfolio, net


227,511Goodwill


135,337Other assets


4,804Total assets acquired


409,704Deposits


30,484Borrowings


161,064Other liabilities


7,685Total liabilities assumed


199,233Total allocation of purchase price

$
210,471       CAB
    Holding, LLC
   91




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Business
    Combinations  (Continued)    Cash and due from banks

$
21,372Federal funds sold


78,700Investment and mortgage-backed securities available for sale


66,010Loans 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     Summit
    Bank Corporation
   92




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3.
    Business
    Combinations  (Continued)    Cash and due from banks

$
18,595Investment and mortgage-backed securities available for sale


258,264Federal Home Loan Bank stock, Federal Reserve Bank stock and
    other equity investments


5,851Loans held in portfolio, net


466,104Accrued interest receivable


3,594Premises and equipment


16,875Goodwill


126,199Core deposit intangibles


16,900Other assets


22,100Total assets acquired


934,482Deposits


544,846Securities sold under agreements to repurchase


101,600Short-term borrowings


85,805Subordinated debentures


12,708Accrued interest payable


3,986Other liabilities


10,842Total liabilities assumed


759,787Total allocation of purchase price

$
174,695     Great
    Eastern Bank
    4.
    Investment
    Agreement    90-day
 93




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Investment
    Agreement  (Continued)  and/or and/or
  5.
    Cash and
    Due from Banks    6.
    Securities
    Purchased Under Agreements to Resell    Average balance outstanding

$
158,863Maximum amount outstanding at any month end period


200,000Balance outstanding at end of period


150,000Weighted average interest rate during the period


6.70
%Weighted average interest rate at end of period


6.21
%Weighted average remaining term to maturity at end of period (in
    years)


9.17   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
   94




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Investment
    and Mortgage-Backed Securities    Gross


Gross





Less Than 12 Months


12 Months or More


TotalAmortized


Unrealized


Unrealized


Market


Fair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription

Cost


Gains


Losses


Value


Value


Losses


Value


Losses


Value


LossesInvestment securities available for sale:Agency preferred stock

$
23,466


$



$
(3,317
)

$
20,149


$
20,149


$
(3,317
)

$



$



$
20,149


$
(3,317
)Collateralized debt obligations


31,433







(2,702
)


28,731



12,364



(2,163
)


7,960



(539
)


20,324



(2,702
)U.S. Government sponsored enterprises notes


446,916



997



(686
)


447,227



174,453



(498
)


51,804



(188
)


226,257



(686
)Municipals


246,632



741



(2,964
)


244,409



160,048



(2,964
)










160,048



(2,964
)Other


10,000







(1,050
)


8,950











8,950



(1,050
)


8,950



(1,050
)Total investment securities available for sale


758,447



1,738



(10,719
)


749,466



367,014



(8,942
)


68,714



(1,777
)


435,728



(10,719
)Mortgage-backed securities available for sale:FNMA


559,979



1,409



(5,250
)


556,138



13,288



(30
)


291,258



(5,220
)


304,546



(5,250
)GNMA


77,478



25



(1,770
)


75,733



3,505



(84
)


71,735



(1,686
)


75,240



(1,770
)FHLMC


241,243



102



(5,471
)


235,874



699



(2
)


223,597



(5,469
)


224,296



(5,471
)CMBS


390,112



835



(5,499
)


385,448



20,753



(5,499
)










20,753



(5,499
)Other


188,006



148



(2,458
)


185,696



10,362



(379
)


139,808



(2,079
)


150,170



(2,458
)Total mortgage-backed securities available for sale


1,456,818



2,519



(20,448
)


1,438,889



48,607



(5,994
)


726,398



(14,454
)


775,005



(20,448
)Total investment and mortgage-backed securities available for
    sale


2,215,265



4,257



(31,167
)


2,188,355



415,621



(14,936
)


795,112



(16,231
)


1,210,733



(31,167
)Investment securities held to maturity:Municipal securities


212,647



6,016



(32
)


218,631



3,789



(28
)


417



(4
)


4,206



(32
)Mortgage-backed securities held to maturity:FNMA


4,090







(101
)


3,989











3,989



(101
)


3,989



(101
)GNMA


54,326







(1,071
)


53,255



16,156



(216
)


37,098



(855
)


53,254



(1,071
)FHLMC


422







(11
)


411











411



(11
)


411



(11
)Total mortgage-backed securities held to maturity


58,838







(1,183
)


57,655



16,156



(216
)


41,498



(967
)


57,654



(1,183
)Total investment and mortgage-backed securities held to maturity


271,485



6,016



(1,215
)


276,286



19,945



(244
)


41,915



(971
)


61,860



(1,215
)Total securities

$
2,486,750


$
10,273


$
(32,382
)

$
2,464,641


$
435,566


$
(15,180
)

$
837,027


$
(17,202
)

$
1,272,593


$
(32,382
)      95




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Investment
    and Mortgage-Backed
    Securities  (Continued)           96




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Investment
    and Mortgage-Backed
    Securities  (Continued)    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
)    97




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Investment
    and Mortgage-Backed
    Securities  (Continued)    Amortized Cost


Market ValueAfter 1


After 5











After 1


After 5Year


Years











Year


YearsWithin


Through


Through


After





Within


Through


Through


AfterDescription

1 Year


5 Years


10 Years


10 Years


Total


1 Year


5 Years


10 Years


10 Years


TotalInvestment securities available for sale:Agency preferred stock

$



$



$



$
23,466


$
23,466


$



$



$



$
20,149


$
20,149Collateralized debt obligations














31,433



31,433















28,731



28,731U.S. Government sponsored enterprises notes


3,999



47,980



344,986



49,951



446,916



3,972



47,839



345,562



49,854



447,227Municipals


310







2,982



243,340



246,632



310







2,972



241,127



244,409Other














10,000



10,000















8,950



8,950Total investment securities available for sale


4,309



47,980



347,968



358,190



758,447



4,282



47,839



348,534



348,811



749,466Mortgage-backed securities available for sale:FNMA






4,308



179,760



375,911



559,979







4,262



180,148



371,728



556,138GNMA














77,478



77,478















75,733



75,733FHLMC






4,692



29,518



207,033



241,243







4,572



29,177



202,125



235,874CMBS














390,112



390,112















385,448



385,448Other














188,006



188,006















185,696



185,696Total mortgage-backed securities available for sale






9,000



209,278



1,238,540



1,456,818







8,834



209,325



1,220,730



1,438,889Total investment and mortgage-backed securities available for
    sale


4,309



56,980



557,246



1,596,730



2,215,265



4,282



56,673



557,859



1,569,541



2,188,355Investment securities held to maturity:Municipal securities










6,783



205,864



212,647











6,978



211,653



218,631Mortgage-backed securities held to maturity:FNMA














4,090



4,090















3,989



3,989GNMA














54,326



54,326















53,255



53,255FHLMC














422



422















411



411Total mortgage-backed securities held to maturity














58,838



58,838















57,655



57,655Total investment and mortgage-backed securities held to maturity










6,783



264,702



271,485











6,978



269,308



276,286Total securities

$
4,309


$
56,980


$
564,029


$
1,861,432


$
2,486,750


$
4,282


$
56,673


$
564,837


$
1,838,849


$
2,464,641        98




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Investment
    and Mortgage-Backed
    Securities  (Continued)    8.
    Securitization
    Activities      2007


2006Secured by real estate  nonresidential

$
402,441


$
Secured by real estate  multifamily


176,890



176,143Total

$
579,331


$
176,143       Commercial RealEstate LoansResidual


9,547Weighted average life (in years)


3.91Weighted average discount rate (bond equivalent yield)


30.00
%Impact on fair value of 10% adverse change


(564
)Impact on fair value of 20% adverse change


(1,085
)Weighted average credit losses (rate per annum)


1.00
%Impact on fair value of 10% adverse change


(56
)Impact on fair value of 20% adverse change


(153
)Prepayment speed assumptionsImpact on fair value of 10% adverse change


(60
)Impact on fair value of 20% adverse change


(102
)  99




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Securitization
    Activities  (Continued)    9.
    Federal
    Home Loan Bank Stock, Federal Reserve Bank Stock and Other
    Equity Investments    2007


2006Federal Home Loan Bank stock

$
85,725


$
68,834Federal Reserve Bank stock






1,267Other equity investments


53,152



40,674FHLB stock, Federal Reserve Bank stock and other equity
    investments

$
138,877


$
110,775          100




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Loans
    Held for Sale    2007


2006Commercial:Secured by real estate  nonresidential

$
175,101


$
141,348Business


1,109



1,203Total commercial loans


176,210



142,551Consumer:Residential mortgage (one to four family)


927



310Loans held for
    sale(1)

$
177,137


$
142,861     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of $322,000
    and $213,000 at December 31, 2007 and 2006, respectively.    11.
    Loans
    Held in Portfolio and Allowance for Loan Losses    2007


2006Commercial:Secured by real estate  nonresidential

$
2,317,501


$
2,341,572Secured by real estate  multifamily


1,186,177



1,275,594Construction


1,666,550



1,054,302Business


2,076,597



1,461,322Total commercial loans


7,246,825



6,132,790Consumer:Residential mortgage (one-to-four family)


518,674



448,895Other(1)


66,651



53,975Total consumer loans


585,325



502,870Loans held in
    portfolio(2)


7,832,150



6,635,660Allowance for loan losses


(80,584
)


(62,015
)Net loans held in portfolio

$
7,751,566


$
6,573,645     (1)
    
    Amount includes deposit overdrafts
    of $6.7 million and $999,000 at December 31, 2007 and
    2006, respectively.(2)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $17.9 million and $25.8 million at December 31,
    2007 and 2006, respectively.   101




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Loans
    Held in Portfolio and Allowance for Loan
    Losses  (Continued)        2007


2006Adjustable-rate loans

$
5,000,318


$
3,749,132Hybrid loans


1,280,340



1,444,072Fixed-rate loans


1,569,427



1,468,275Loans held in
    portfolio(1)

$
7,850,085


$
6,661,479     (1)
    
    Amounts do not reflect net
    unamortized deferred loan fees, purchase premiums and discounts
    of $17.9 million and $25.8 million at
    December 31, 2007 and 2006, respectively.      2007


2006Total nonaccrual loans from loans held in portfolio

$
53,185


$
12,311Accruing loans contractually past due 90 days or more


33,381



4,339Restructured loans


10,712



15,785Other real estate owned


3,844



2,887       2007


2006


2005Impaired loans with a valuation allowance

$
32,355


$
6,897


$
16,267Impaired loans without a valuation allowance


50,803



5,094



8,273Total impaired loans

$
83,158


$
11,991


$
24,540Allowance for impaired loans under SFAS No. 114

$
7,851


$
1,383


$
3,221Gross interest income recognized on impaired loans during the
    year

$
139


$
80


$
183    102




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Loans
    Held in Portfolio and Allowance for Loan
    Losses  (Continued)    2007


2006


2005Balance at beginning of year:Allowance for loan losses

$
62,015


$
64,542


$
56,472Allowance for losses  unfunded commitments


6,833



3,402



3,940Total allowance for losses at beginning of the year


68,848



67,944



60,412Provision for losses


20,181



3,842



6,091Loans charged off


(10,677
)


(10,694
)


(1,614
)Recoveries of loans previously charged off


1,418



477



123Adjustment  acquired through business combinations


5,784



7,279



2,932Total allowance for losses at end of year

$
85,554


$
68,848


$
67,944Allowance for loan losses

$
80,584


$
62,015


$
64,542Reserve for unfunded commitments


4,970



6,833



3,402Total allowance for losses and reserve for unfunded commitments
    at end of year

$
85,554


$
68,848


$
67,944      103




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Premises
    and Equipment    2007


2006Land

$
39,777


$
19,469Buildings


121,799



112,791Leasehold improvements


25,959



22,487Computer software


12,502



8,563Equipment, furniture and fixtures


37,582



34,657Gross premises and equipment


237,619



197,967Accumulated depreciation and amortization


(92,989
)


(82,357
)Premises and equipment, net

$
144,630


$
115,610       2008

$
4,3262009


3,5352010


2,2132011


2,0022012


1,0362013 and thereafter


650Total

$
13,762   104




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Goodwill    2007


2006


2005Balance at beginning of year

$
226,780


$
106,648


$
68,301Business Development Bank Ltd. acquisition


135,337







CAB Holding, LLC acquisition


74,595







Summit Bank Corporation acquisition






126,199



Summit Bank Corporation acquisition purchase price adjustment


4,261







Pacifica Bancorp, Inc. acquisition










23,277Pacifica Bancorp, Inc. acquisition purchase price adjustment


1,211



(1,913
)


Asian American Bank & Trust Company acquisition










15,070Asian American Bank & Trust Company acquisition
    purchase price adjustment


1,555



(2,098
)


First Continental Bank acquisition purchase price adjustment


(40
)






Bank of Canton of California acquisition purchase price
    adjustment


(7,093
)


(2,056
)


Balance at end of year

$
436,606


$
226,780


$
106,648     14.
    Core
    Deposit Intangibles    2007


2006Core deposit intangibles, gross

$
34,050


$
35,283Accumulated amortization


(11,524
)


(6,958
)Core deposit intangibles, net

$
22,526


$
28,325  105




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   14.
    Core
    Deposit Intangibles  (Continued)    2007


2006


2005Balance at beginning of period

$
28,325


$
14,981


$
9,829Business Development Bank Ltd. acquisition


330







CAB Holding, LLC acquisition


6,600







Summit Bank Corporation acquisition






16,900



Summit Bank Corporation acquisition adjustment


(7,800
)






Pacifica Bancorp, Inc. acquisition










3,800Pacifica Bancorp, Inc. acquisition adjustment






(740
)


Asian American Bank & Trust Company acquisition










2,900Asian American Bank & Trust Company acquisition
    adjustment






(150
)


Amortization


(4,566
)


(2,342
)


(1,345
)Impairment write-downs


(363
)


(324
)


(203
)Balance at end of period

$
22,526


$
28,325


$
14,981     2008

$
4,9602009


4,1942010


3,9232011


3,7582012


3,0212013 and thereafter


2,670Total

$
22,526    15.
    Mortgage
    Servicing Rights    2007


2006Mortgage servicing rights, gross

$
23,061


$
19,971Accumulated amortization


(10,278
)


(6,698
)Mortgage servicing rights, net

$
12,783


$
13,273  106




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Mortgage
    Servicing Rights  (Continued)    2007


2006


2005Balance at beginning of period

$
13,273


$
10,642


$
7,747Addition/Capitalization


3,249



6,812



5,192Amortization


(3,581
)


(2,999
)


(2,297
)Impairment


(158
)


(1,182
)


Balance at end of period

$
12,783


$
13,273


$
10,642         2007


2006Fair value of mortgage servicing rights

$
17,070


$
18,010Expected weighted-average life (in years)


4.14



4.45Range of prepayment speed assumptions (annual CPR)


12%-27
%


13%-29
%Discount rate assumption


13.11
%


12.94
%Decrease in fair value from 10% adverse CPR change

$
(722
)

$
(770
)Decrease in fair value from 20% adverse CPR change

$
(1,343
)

$
(1,454
)Decrease in fair value from 100 basis point adverse
    discount rate change

$
(402
)

$
(442
)Decrease in fair value from 200 basis point adverse
    discount rate change

$
(786
)

$
(864
)    107




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Deposits    2007


2006NOW, checking and money market accounts

$
2,417,630


$
2,194,176Savings accounts


986,664



942,672Time deposits:Less than $100,000


1,423,935



1,410,162$100,000 or greater


2,953,011



2,655,835Total time deposits


4,376,946



4,065,997Total deposits

$
7,781,240


$
7,202,845     2007


2006Noninterest bearing deposits

$
20,902


$
19,744Interest bearing deposits


1,128,685



898,480Total deposits

$
1,149,587


$
918,224     2008

$
4,270,9352009


65,6032010


22,8272011


15,8142012


1,7352013 and thereafter


32Total

$
4,376,946     2007


2006


2005NOW, checking and money market accounts

$
51,535


$
41,282


$
20,572Savings accounts


7,117



9,527



9,336Time deposits


218,207



159,844



93,983Less penalties for early withdrawal


(528
)


(594
)


(574
)Total

$
276,331


$
210,059


$
123,317   108




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Borrowings  Securities
    Sold Under Agreements to Repurchase
    Average balance outstanding

$
400,615Maximum amount outstanding at any month end period


650,000Balance outstanding at end of period


650,000Weighted average interest rate during the period


4.21
%Weighted average interest rate at end of period


4.04
%Weighted average remaining term to maturity at end of period (in
    years)


8.63     Long-Term
    and Short-Term Borrowings
    2007


2006


2005Short-term borrowings:Federal Home Loan Bank advances and other short-term borrowings:Average balance outstanding

$
299,713


$
224,234


$
301,400Maximum amount outstanding at any month end period


637,787



654,636



566,169Balance outstanding at end of period


414,532



654,636



279,425Weighted average interest rate during the period


5.15
%


4.52
%


3.51
%Weighted average interest rate at end of period


4.05
%


5.21
%


4.09
%Weighted average remaining term to maturity at end of period (in
    years)


0.1







Long-term borrowings:Federal Home Loan Bank advances:Average balance outstanding

$
1,113,881


$
683,978


$
361,677Maximum amount outstanding at any month end period


1,372,190



906,651



562,033Balance outstanding at end of period


1,372,190



906,651



562,033Weighted average interest rate during the period


4.69
%


4.89
%


5.15
%Weighted average interest rate at end of period


4.57
%


4.72
%


4.76
%Weighted average remaining term to maturity at end of period (in
    years)


5.2



5.4



5.0  109




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    Borrowings  (Continued)      2008

$
466,0002009


250,0002010


250,0002011


50,0002012


Total

$
1,016,000   Accounting
    for Transfers and Servicing of Financial Assets and
    Extinguishment of Liabilities
    2008

$
662,4152009


234,4122010


49,3022011


33,3712012


1192013 and thereafter


807,103Total

$
1,786,722     18.
    Subordinated
    Debentures   110




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Subordinated
    Debentures  (Continued)              3-month
 111




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Subordinated
    Debentures  (Continued)    3-month
   112




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Subordinated
    Debentures  (Continued)    2007


2006Capital


Debenture


Capital


Debenture


Earliest

Stated

Annualized

Current


Rate

PayableIssuance

Securities


Principal


Securities


Principal


Redemption

Maturity

Coupon

Interest


Change

DistributionTrust Name

Date

Amount


Balance


Amount


Balance


Date

Date

Rate

Rate


Date

DatesUCBH Capital Trust I


11/28/01



6,000



6,186



6,000



6,186



12/8/06



12/8/31


6-month
    LIBOR + 3.80%


8.42
%


12/8/06


6/8, 12/8UCBH Holdings Statutory Trust I


3/26/02



10,000



10,310



10,000



10,310



3/26/07



3/26/32


3-month
    LIBOR + 3.60%


8.12
%


12/26/06


3/26, 6/26,
    9/26, 12/26UCBH Holdings Statutory Trust II


9/26/02



25,000



25,774



25,000



25,774



9/26/07



9/26/32


3-month
    LIBOR + 3.40%


7.92
%


12/26/06


3/26, 6/26,
    9/26, 12/26UCBH Capital Trust II


10/15/02



20,000



20,619



20,000



20,619



11/7/07



11/7/32


3-month
    LIBOR + 3.45%


7.74
%


11/7/06


2/7, 5/7,
    8/7, 11/7UCBH Capital Trust III


10/15/02



18,000



18,557



18,000



18,557



11/7/07



11/7/32


3-month
    LIBOR + 3.66%


7.95
%


11/7/06


2/7, 5/7,
    8/7, 11/7UCBH Capital Trust IV


10/29/02



27,000



27,836



27,000



27,836



11/7/07



11/7/32


3-month
    LIBOR + 3.45%


7.74
%


11/7/06


2/7, 5/7,
    8/7, 11/7UCBH Capital Trust V


9/22/05



40,000



41,238



40,000



41,238



11/23/10



11/23/35


5.82% until
    11/23/10,
    3-month
    LIBOR + 1.38%
    thereafter


5.82
%


N/A


2/23, 5/23,
    8/23, 11/23UCBH Capital Trust VI


12/28/06



25,000



25,774



25,000



25,774



1/30/12



1/30/37


6.73% until
    1/28/12,
    3-month
    LIBOR + 1.65%
    thereafter


6.73
%


N/A


1/30, 4/30,
    7/30, 10/30UCBH Capital Trust VII


12/15/06



50,000



51,547



50,000



51,547



12/15/11



12/15/36


6.51% until
    12/15/11,
    3-month
    LIBOR + 1.67%
    thereafter


6.51
%


N/A


3/15, 6/15,
    9/15, 12/15Summit Bank Corporation Capital Trust I


9/30/03



12,318



12,708



12,318



12,708



9/30/08



9/30/33


8.46% until
    9/30/08,
    3-month
    LIBOR + 3.10%
    thereafter


8.46
%


N/A


3/30, 6/30,
    9/30, 12/30UCBH Capital Trust VIII


4/30/07



40,000



41,238











7/1/12



7/1/37


6.59% until
    7/1/12,
    3-month
    LIBOR + 1.52%
    thereafter


6.59
%


N/A


1/1, 4/1,
    7/1, 10/1Total Balance





$
273,318


$
281,787


$
233,318


$
240,549         19.
    Minimum
    Regulatory Capital Requirements   113




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Minimum
    Regulatory Capital
    Requirements  (Continued)        To Be Well CapitalizedFor Capital


Under Prompt CorrectiveActual


Adequacy Purposes


Action ProvisionsAmount


Ratio


Amount


Ratio


Amount


RatioAs of December 31,
    2007(1)Total capital to risk-weighted assets:UCBH Holdings, Inc. and subsidiaries

$
1,007,579



10.76
%

$
749,233



8.00
%


N/A



N/AUnited Commercial Bank


1,009,671



10.80



748,026



8.00


$
935,032



10.00
%Tier 1 capital to risk-weighted assets:UCBH Holdings, Inc. and subsidiaries

$
797,111



8.51
%

$
374,617



4.00
%


N/A



N/AUnited Commercial Bank


799,203



8.55



374,013



4.00


$
561,019



6.00
%Tier 1 capital to average assets:UCBH Holdings, Inc. and subsidiaries

$
797,111



7.39
%

$
431,179



4.00
%


N/A



N/AUnited Commercial Bank


799,203



7.42



430,792



4.00


$
538,490



5.00
%As of December 31,
    2006(1)Total capital to risk-weighted assets:UCBH Holdings, Inc. and subsidiaries

$
854,287



10.72
%

$
637,338



8.00
%


N/A



N/AUnited Commercial Bank


837,698



10.53



636,184



8.00


$
795,229



10.00
%Tier 1 capital to risk-weighted assets:UCBH Holdings, Inc. and subsidiaries

$
785,439



9.86
%

$
318,669



4.00
%


N/A



N/AUnited Commercial Bank


768,850



9.67



318,092



4.00


$
477,138



6.00
%Tier 1 capital to average assets:UCBH Holdings, Inc. and subsidiaries

$
785,439



9.50
%

$
330,771



4.00
%


N/A



N/AUnited Commercial Bank


768,850



9.30



330,717



4.00


$
413,396



5.00
%     (1)
    
    Amounts reflect the effects of the
    acquisitions of CAB Holding, LLC at May 23, 2007, Business
    Development Bank Ltd. at December 11, 2007 and Summit Bank
    Corporation at December 29, 2006. 114




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Minimum
    Regulatory Capital
    Requirements  (Continued)     Tier 1 Capital


Risk-Based CapitalUCBH





UCBHHoldings, Inc.


United


Holdings, Inc.


Unitedand


Commercial


and


CommercialSubsidiaries


Bank


Subsidiaries


BankAs of December 31, 2007:GAAP capital

$
967,103


$
1,242,351


$
967,103


$
1,242,351Nonallowable components:Unrealized losses on securities available for sale


15,983



15,983



15,983



15,983Goodwill and other disallowed intangibles


(459,131
)


(459,131
)


(459,131
)


(459,131
)Mortgage servicing rights  excess














Additional capital components:Qualifying trust preferred securities


273,156







273,156



Qualifying subordinated debt










125,000



125,000Allowance for loan losses  limited to 1.25% of
    risk-based assets










85,468



85,468Regulatory capital

$
797,111


$
799,203


$
1,007,579


$
1,009,671As of December 31, 2006:GAAP capital

$
786,071


$
1,002,800


$
786,071


$
1,002,800Nonallowable components:Unrealized losses on securities available for sale


21,155



21,155



21,155



21,155Goodwill and other disallowed intangibles


(255,105
)


(255,105
)


(255,105
)


(255,105
)Mortgage servicing rights  excess














Additional capital components:Qualifying trust preferred securities


233,318







233,318



Allowance for loan losses  limited to 1.25% of
    risk-based assets










68,848



68,848Regulatory capital

$
785,439


$
768,850


$
854,287


$
837,698      115




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Earnings
    Per Share      Income


Shares


Per Share(Numerator)


(Denominator)


AmountYear ended December 31, 2007:Net income  basic

$
102,308



102,372,008


$
1.00Effect of stock options






2,978,694Net income  diluted

$
102,308



105,350,702


$
0.97Year ended December 31, 2006:Net income  basic

$
100,877



94,457,063


$
1.07Effect of stock options






3,571,914Net income  diluted

$
100,877



98,028,977


$
1.03Year ended December 31, 2005:Net income  basic

$
97,826



91,934,570


$
1.06Effect of stock options






3,765,241Net income  diluted

$
97,826



95,699,811


$
1.02       90-day
   116




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  21.
    Employee
    Benefit Plans  Stock
    Option Plan
    Accounting
    for Stock Issued to Employees Accounting for Stock-Based
    Compensation Accounting for Stock-Based Compensation 
    Transition and Disclosure
  Share-Based Payment.
     117




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   21.
    Employee
    Benefit Plans  (Continued)    2007


2006


2005Dividend yield


0.58
%


0.61
%


0.60
%Volatility


29.21
%


29.88
%


29.03
%Risk-free interest rate


4.76
%


4.72
%


4.22
%Expected lives (years)


7.87



7.47



7.50       WeightedAverageWeighted


Remaining


AggregateNumber of


Average


Contractual


IntrinsicShares


Exercise Price


Term


ValueOptions outstanding at December 31, 2004


14,042,318


$
11.23



6.84


$
164,081Granted


1,552,300



19.09Exercised


(786,614
)


4.91Forfeited


(347,878
)


18.31Canceled


(24,106
)


17.94Options outstanding at December 31, 2005


14,436,020


$
12.23



6.67


$
81,522Granted


1,153,000



17.77Exercised


(585,442
)


7.48Forfeited


(121,500
)


18.16Canceled


(47,683
)


18.66Options outstanding at December 31, 2006


14,834,395


$
12.78



5.82


$
70,878Granted


754,400



17.49Exercised


(1,238,227
)


8.63Forfeited


(212,930
)


18.18Canceled


(241,700
)


20.95Options outstanding at December 31, 2007


13,895,938


$
13.18



5.38


$
47,713Shares exercisable:December 31, 2007


12,588,178


$
12.73



5.02


$
47,713December 31, 2006


13,691,898



12.37



5.53



71,049December 31, 2005


14,284,020



12.18



6.64



81,476  118




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   21.
    Employee
    Benefit Plans  (Continued)        WeightedAverage Fair


Total IntrinsicValue of


Value of


Total FairOptions


Options


Value ofGranted


Exercised


Vested OptionsYear Ended December 31, 2007

$
7.23


$
12,591


$
2,710Year Ended December 31, 2006


7.21



6,204



290Year Ended December 31, 2005


7.59



10,774



49,457     Options


Weighted Average


Weighted Average


Options


Weighted AverageExercise Price

Outstanding


Exercise Price


Remaining Life


Exercisable


Exercise Price$1.88-$1.99


1,164,468


$
1.88



1.15



1,164,468


$
1.88$2.00-$5.99


121,824



2.91



2.25



121,824



2.91$6.00-$6.99


3,444,774



6.15



3.32



3,444,774



6.15$7.00-$8.99


261,808



7.21



4.02



261,808



7.21$9.00-$10.99


518,334



10.11



4.86



518,334



10.11$11.00-$12.99


297,663



12.38



5.32



297,663



12.38$13.00-$15.99


473,164



15.00



6.17



414,166



14.89$16.00-$18.09


2,027,769



17.31



8.09



906,704



17.15$18.10-$19.99


5,030,334



18.83



6.61



4,902,637



18.84$20.00-$21.99


555,800



21.04



7.07



555,800



21.04Total/Average


13,895,938


$
12.73



5.38



12,588,178


$
12.73  119




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   21.
    Employee
    Benefit Plans  (Continued)    2005Net income:As reported

$
97,826Deduct: Total stock-based employee compensation expense
    determined under fair value based method of all awards, net of
    related tax effects


(25,917
)Pro forma net income

$
71,909Basic earnings per share:As reported

$
1.06Pro forma

$
0.78Diluted earnings per share:As reported

$
1.02Pro forma

$
0.75     United
    Commercial Bank Savings Plus Plan
     120




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  22.
    Federal
    and State Taxes on Income    2007


2006


2005Current tax expense:Federal

$
41,042


$
47,264


$
40,227State


9,101



4,188



10,817Foreign


1,148



550



Total current tax expense


51,291



52,002



51,044Deferred tax expense (benefit):Federal


2,086



(981
)


(4,374
)State


(383
)


(84
)


(326
)Foreign


(46
)






Total deferred tax expense (benefit)


1,657



(1,065
)


(4,700
)Income tax expense

$
52,948


$
50,937


$
46,344     2007


2006Deferred tax assets:Loan and OREO loss allowances

$
25,293


$
21,111Market value adjustments on certain securities


4,892



907Unrealized losses on available for sale securities


9,825



12,034State taxes


2,052



7,319Compensation and benefits


4,021



4,000Fixed asset basis differences


967



1,509Net operating loss carryforward


2,252



2,435Other


2,262



2,017Valuation allowance


(1,059
)


(1,694
)Total deferred tax assets


50,505



49,638Deferred tax liabilities:Deferred loan fees


(8,564
)


(8,157
)FHLB dividends


(5,685
)


(4,362
)Purchase accounting adjustments


(28,134
)


(24,532
)Other


(5,298
)


(5,067
)Total deferred tax liabilities


(47,681
)


(42,118
)Net deferred tax assets

$
2,824


$
7,520  121




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   22.
    Federal
    and State Taxes on Income  (Continued)    2007


2006Net deferred assets (liabilities):Federal income tax

$
3,969


$
3,118State franchise tax


(1,145
)


4,402Net deferred tax assets

$
2,824


$
7,520     2008

$
7902009


532010


6452011


942012


2013


1182014


551Total

$
2,251       2007


2006


2005Federal income tax rate


35.0
%


35.0
%


35.0
%State franchise tax rate, net of federal income tax effects


7.0



7.0



7.0Statutory income tax rate


42.0



42.0



42.0Increase (reduction) in tax rate resulting from:California and federal tax credits and incentives


(4.3
)


(5.9
)


(3.2
)Tax-exempt income


(2.6
)


(2.2
)


(2.3
)Section 965 repatriation










(2.7
)Other, net


(1.0
)


(0.3
)


(1.7
)Effective income tax rate


34.1
%


33.6
%


32.1
%    122




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   22.
    Federal
    and State Taxes on Income  (Continued)      Balance at January 1, 2007

$
2,977Additions based on tax positions related to the current year


1,803Reductions for tax positions of prior years:Lapse of applicable statute of limitations


(40
)Balance at December 31, 2007

$
4,740             23.
    Concentration
    of Credit Risk     123




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.
    Concentration
    of Credit Risk  (Continued)    24.
    Related
    Party Transactions    25.
    Derivative
    Financial Instruments and Financial Instruments with
    Off-Balance-Sheet Risk     124




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25.
    Derivative
    Financial Instruments and Financial Instruments with
    Off-Balance-Sheet Risk  (Continued)    2007


2006Commitments to extend credit:Consumer (including residential mortgage)

$
101,978


$
88,648Commercial (excluding construction)


1,488,733



1,150,599Construction


1,101,515



889,294Letters of credit


183,792



140,684Foreign exchange contracts receivable


(806,310
)


(385,301
)Foreign exchange contracts payable


806,380



220,515Put options to buy


7,600



5,329Put options to sell


(7,600
)


(5,329
)Interest rate swap contract






25,000Interest rate floor contract


25,000



25,000Unfunded CRA investment commitments


6,996



3,623Other


1,928



Total

$
2,910,012


$
2,158,062   Commitments
  case-by-case
       125




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25.
    Derivative
    Financial Instruments and Financial Instruments with
    Off-Balance-Sheet Risk  (Continued)        26.
    Commitments
    and Contingent Liabilities  Lease
    Commitments
    2008

$
11,2122009


9,6412010


8,9192011


7,2372012


5,7012013 and thereafter


20,044Total

$
62,754     Contingent
    Liabilities
    27.
    Fair
    Value of Financial Instruments  Disclosures about Fair Value of
    Financial Instrument point-in-time
 126




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   27.
    Fair
    Value of Financial
    Instruments  (Continued)    2007


2006Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair ValueFinancial assets:Cash and due from banks

$
319,399


$
319,399


$
204,392


$
204,392Federal funds sold


26,028



26,028



150,027



150,027Securities purchased under agreements to resell


150,000



164,884



175,000



194,304Investments and mortgage-backed securities available for sale


2,188,355



2,188,355



2,149,456



2,149,456Investments and mortgage-backed securities held to maturity


271,485



276,286



290,673



295,446Federal Home Loan Bank stock, Federal Reserve Board stock and
    other equity investments


138,877



139,566



110,775



110,775Loans held for sale, net


177,137



179,236



142,861



152,094Loans held in portfolio, net


7,832,150



7,838,420



6,635,660



6,679,375Accrued interest receivable


61,111



61,111



50,803



50,803Mortgage servicing rights, net


12,783



17,124



13,273



18,010Customers liability on acceptances


35,368



35,368



61,013



61,013Financial liabilities:Noninterest bearing deposits


860,338



860,338



767,714



767,714Interest bearing deposits


6,920,902



6,930,105



6,435,131



6,466,690Securities sold under agreements to repurchase


650,000



661,411



401,600



407,134Short-term borrowings and federal funds purchased


492,532



492,532



654,636



657,774Subordinated debentures


406,615



397,715



240,549



242,967Long-term borrowings


1,372,190



1,400,507



906,651



907,981Accrued interest payable


28,169



28,169



21,018



21,018Acceptances outstanding


35,368



35,368



61,013



61,013Derivatives:Foreign exchange contracts receivable


3,044



3,044



1,263



1,263Foreign exchange contracts payable


(2,523
)


(2,523
)


(803
)


(803
)Put option to buy


332



332



8



8Put option to sell


(332
)


(332
)


(8
)


(8
)Interest rate swap contract










(802
)


(802
)Interest rate floor contract


382



382



93



93  127




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   27.
    Fair
    Value of Financial
    Instruments  (Continued)  Cash
    and Due from Banks and Federal Funds Sold
    Securities
    Purchased Under Agreements to Resell
    Investment
    and Mortgage-Backed Securities
    Federal
    Home Loan Bank Stock, Federal Reserve Bank Stock and Other
    Equity Investments
    Loans
    Held for Sale
    Loans
    Held in Portfolio
    Accrued
    Interest Receivable
    Mortgage
    Servicing Rights
   128




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   27.
    Fair
    Value of Financial
    Instruments  (Continued)  Deposits
    Securities
    Sold Under Agreements to Repurchase
    Federal
    Home Loan Bank Advances and Other Borrowings
    Subordinated
    Debentures
    Accrued
    Interest Payable
    Other
    Assets and Liabilities
    Derivative
    Instruments
    Commitments
    to Extend Credit, Letters of Credit, Commitments to Purchase
    Loans, Securities Sold but not Owned, and Options on Interest
    Rate Futures
   129




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  28.
    Supplemental
    Cash Flow Information    2007


2006


2005Cash paid during the period for:Interest

$
376,610


$
262,645


$
155,439Income taxes


59,096



56,618



35,234Noncash investing and financing activities:Stock warrants acquired with issuance of commercial loans

$



$
(129
)

$
(129
)Income tax benefit from stock options exercised










3,813Common stock issued for:Acquisition of CAB Holding, LLC


66,146







Acquisition of Summit Bank Corporation






85,786



Acquisition of Pacifica Bancorp, Inc.










21,092Acquisition of Asian American Bank & Trust Company










15,624Acquisition of Business Development Bank Ltd.:Fair value of assets acquired


274,031







Fair value of liabilities assumed


196,426







Acquisition of CAB Holding, LLC:Fair value of assets acquired


453,453







Fair value of liabilities assumed


320,882







Acquisition of Summit Bank Corporation:Fair value of assets acquired






934,482



Fair value of liabilities assumed






759,787



Acquisition of Pacifica Bancorp, Inc.Fair value of assets acquired










202,045Fair value of liabilities assumed










160,436Acquisition of Asian American Bank &
    Trust Company Fair value of assets acquired










153,552Fair value of liabilities assumed










118,953Transfer of loans from held for sale to held in portfolio


(79,100
)


(87,479
)


(252,569
)Transfer of loans to held for sale from held in portfolio


207,015



434,285



264,819Transfer of other real estate owned to other assets from loans
    held in portfolio


1,585



244



Loan securitizations:Loans originated in held in portfolio sold


579,331



176,143



Mortgage-backed securities acquired


(578,129
)


(174,721
)


Mortgage servicing rights acquired


(1,202
)


(1,422
)


   130




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  29.
    Segment
    Information      UCBHDomestic





Total


Holdings,Banking


Other


Segments


Inc.


Intersegment


ConsolidatedYear ended December 31, 2007:Total interest and dividend income

$
664,161


$
99,985


$
764,146


$
3


$
(57,801
)

$
706,348Total interest expense


(336,566
)


(84,678
)


(421,244
)


(20,317
)


57,801



(383,760
)Net interest income (expense)


327,595



15,307



342,902



(20,314
)






322,588Core deposit intangible impairment loss


(363
)






(363
)










(363
)Income tax benefit (expense)


(60,823
)


(1,829
)


(62,652
)


9,705



(1
)


(52,948
)Net income (loss)


113,411



5,852



119,263



102,308



(119,263
)


102,308As of December 31, 2007:Loans held in portfolio


7,044,595



787,555



7,832,150











7,832,150Goodwill


301,269



135,337



436,606











436,606Core deposit intangible, net


22,196



330



22,526











22,526Total assets


10,473,022



2,437,088



12,910,110



1,291,739



(2,398,283
)


11,803,566Total deposits


6,664,762



1,149,757



7,814,519







(33,279
)


7,781,240Year ended December 31, 2006:Total interest and dividend income


519,171



25,456



544,627







(9,614
)


535,013Total interest expense


(250,756
)


(17,739
)


(268,495
)


(12,199
)


9,614



(271,080
)Net interest income (expense)


268,415



7,717



276,132



(12,199
)






263,933Core deposit intangible impairment loss


(324
)






(324
)










(324
)Income tax benefit (expense)


(55,212
)


(465
)


(55,677
)


4,740







(50,937
)Net income (loss)


111,393



257



111,650



100,877



(111,650
)


100,877As of December 31, 2006:Loans held in portfolio


6,134,231



501,429



6,635,660











6,635,660Goodwill


226,780







226,780











226,780Core deposit intangible, net


28,325







28,235











28,235Total assets


10,104,907



797,588



10,902,495



1,035,495



(1,591,576
)


10,346,414Total deposits


6,306,789



918,224



7,225,013







(22,168
)


7,202,845Year ended December 31, 2005:Total interest and dividend income


397,771



7,311



405,082







(2,682
)


402,400Total interest expense


(152,976
)


(2,237
)


(155,213
)


(9,379
)


2,682



(161,910
)Net interest income (expense)


244,795



5,074



249,869



(9,379
)






240,490Core deposit intangible impairment loss


(203
)






(203
)










(203
)Income tax benefit (expense)


(52,099
)


182



(51,917
)


5,573







(46,344
)Net income (loss)


110,881



1,321



112,202



97,826



(112,202
)


97,826   131




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  30.
    Parent
    Company    BALANCE
    SHEETS
  2007


2006ASSETSCash and due from banks

$
18,114


$
11,496Other equity investments


3,433



3,182Equipment, net


122



178Investment in subsidiary


1,259,949



1,013,437Other assets


10,121



7,202Total assets

$
1,291,739


$
1,035,495LIABILITIES AND STOCKHOLDERS EQUITYAccrued interest payable

$
3,409


$
2,375Short-term borrowings


35,000



Subordinated debentures


281,615



240,549Other liabilities


4,612



6,500Total liabilities


324,636



249,424Common stock


1,044



994Additional paid-in capital


427,474



341,616Retained earnings


554,568



464,616Accumulated other comprehensive loss


(15,983
)


(21,155
)Total stockholders equity


967,103



786,071Total liabilities and stockholders equity

$
1,291,739


$
1,035,495  132




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   30.
    Parent
    Company  (Continued)    STATEMENTS
    OF OPERATIONS
  2007


2006


2005Income:Dividends from subsidiary

$
21,500


$
7,500


$
30,000Acquisition termination fee






5,000



Other income


3



15



Total income


21,503



12,515



30,000Expense:Interest expense on junior subordinated debentures


20,157



12,106



9,353Loss on extinguishment of subordinated debentures










1,196Other general and administrative


4,348



7,099



6,788Total expense


24,505



19,205



17,337Income (loss) before income tax benefit and equity in
    undistributed net income of subsidiary


(3,002
)


(6,690
)


12,663Income tax benefit


9,705



4,740



5,573Equity in undistributed net income of subsidiary


95,605



102,827



79,590Net income

$
102,308


$
100,877


$
97,826  133




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   30.
    Parent
    Company  (Continued)    STATEMENTS
    OF CASH FLOWS
  2007


2006


2005Cash flows from operating activities:Net income

$
102,308


$
100,877


$
97,826Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in undistributed net income of subsidiary


(95,605
)


(102,827
)


(79,590
)Loss on extinguishment of subordinated debenture










1,196Depreciation expense


56



67



70Amortization of purchase premiums


(172
)






Amortization of subordinated debenture fees


357



122



165Loss on sale of equipment






14



Excess tax benefit from stock option exercises


(5,115
)


(2,007
)


Changes in operating assets and liabilities:Decrease in other assets


1,839



6,754



13,935Increase in accrued interest payable


1,034



1,262



12Decrease in other liabilities


(262
)


(320
)


(246
)Net cash provided by operating activities


4,440



3,942



33,368Cash flows from investing activities:Cash acquired from Summit Bank Corporation acquisition






39



Capital contribution to subsidiaries


(77,288
)


(77,326
)


(30,200
)Equity investment purchase


(251
)


(406
)


(2,753
)Purchases of equipment






(162
)


(111
)Proceeds from sale of equipment






14



Net cash used in investing activities


(77,539
)


(77,841
)


(33,064
)Cash flows from financing activities:Net increase in short-term borrowings


35,000







Proceeds from stock option exercises


10,572



4,374



3,863Proceeds from issuance of subordinated debentures


41,238



77,321



40,000Redemption of subordinated debenture










(30,000
)Excess tax benefit from stock option exercises


5,115



2,007



Payment of cash dividend on common stock


(12,208
)


(10,849
)


(8,700
)Net cash provided by financing activities


79,717



72,853



5,163Net (decrease) increase in cash and cash equivalents


6,618



(1,046
)


5,467Cash and cash equivalents beginning of year


11,496



12,542



7,075Cash and cash equivalents end of year

$
18,114


$
11,496


$
12,542   134




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  31.
    Unaudited
    Quarterly Condensed Consolidated Financial Information    Three Months EndedDecember 31,


September 30,


June 30,


March 31,2007:Total interest and dividend income

$
185,936


$
182,751


$
173,715


$
163,946Total interest expense


(99,837
)


(98,827
)


(94,980
)


(90,116
)Net interest income


86,099



83,924



78,735



73,830Recovery of (provision for) loan losses


(14,025
)


(3,010
)


(2,098
)


(1,048
)Noninterest income


(2,522
)


10,822



9,924



12,445Noninterest expense


(47,526
)


(43,578
)


(42,821
)


(43,895
)Income before income tax expense


22,026



48,158



43,740



41,332Income tax expense


(5,780
)


(17,337
)


(15,530
)


(14,301
)Net income

$
16,246


$
30,821


$
28,210


$
27,031Earnings per shareBasic

$
0.16


$
0.30


$
0.28


$
0.27Diluted

$
0.15


$
0.29


$
0.27


$
0.262006:Total interest and dividend income

$
142,663


$
137,892


$
131,006


$
123,452Total interest expense


(76,484
)


(71,768
)


(64,956
)


(57,872
)Net interest income


66,179



66,124



66,050



65,580Recovery of (provision for) loan losses


(1,350
)


(936
)


(1,249
)


(307
)Noninterest income


11,969



10,968



10,129



14,077Noninterest expense


(38,122
)


(37,419
)


(37,131
)


(42,748
)Income before income tax expense


38,676



38,737



37,799



36,602Income tax expense


(12,194
)


(13,167
)


(12,393
)


(13,183
)Net income

$
26,482


$
25,570


$
25,406


$
23,419Earnings per share:Basic

$
0.28


$
0.27


$
0.27


$
0.25Diluted

$
0.27


$
0.26


$
0.26


$
0.24    32.
    Subsequent
    Events   135




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control over Financial Reporting
  Rule 13a-15(f)
  
    pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of a company;
    provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of a company are being made only
    in accordance with authorizations of management and board of
    directors of a company; and
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of a
    companys assets that could have a material effect on its
    financial statements.         136




---



##### Table of Contents



Form 10-K.
  Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   137




---



##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    www.ucbh.com.
  Item 11.
    Executive
    Compensation      Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accounting Fees and Services   138




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules      PageReport of Independent Registered Public Accounting Firm


75Consolidated Balance Sheets as of December 31, 2007 and 2006


77Consolidated Statements of Operations for the years ended
    December 31, 2007, 2006 and 2005


78Consolidated Statements of Changes in Stockholders Equity
    and Comprehensive Income (Loss) for the years ended
    December 31, 2007, 2006 and 2005


79Consolidated Statements of Cash Flows for the years ended
    December 31, 2007, 2006 and 2005


80Notes to Consolidated Financial Statements


81       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, 2007 139




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit


Filing Date

Herewith2
.6

Sale and Purchase Agreement among United Commercial Bank,
    Charoen Pokphand Group Co., Ltd., M. Thai Group Limited and
    DEG  Deutsche Investitions and
    Entwicklungsgesellschaft mbH dated March 26, 2007

10-Q

000-24947


2.6


May 10, 20072
.7

Agreement for Transfer of Equity Interest in Business
    Development Bank Limited by and among Kasikornbank Public Co.,
    Ltd., Charoen Pokphand Group Company Limited, and United
    Commercial Bank dated March 26, 2007

10-Q

000-24947


2.7


May 10, 20073
.1

Second Amended and Restated Certificate of Incorporation of UCBH
    Holdings, Inc.

10-Q

000-24947


3.1


May 10, 20043
.2

Amended and Restated Bylaws of UCBH Holdings, Inc., as amended
    and restated

8-K

000-24947


3.1


March 29, 20073
.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, 2007 140




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit


Filing Date

Herewith4
.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, 200710
.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 and certain other
    Executive Vice Presidents of UCBH Holdings, Inc. or United
    Commercial Bank

8-K

000-24947


10.1


May 2, 200710
.5

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and Daniel Gautsch

8-K

000-24947


10.1


June 8, 200510
.6

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and Dennis Wu

8-K

000-24947


10.1


June 13, 200510
.7

Form of Change in Control Agreement among UCBH Holdings, Inc.,
    United Commercial Bank and certain Senior Vice Presidents of
    UCBH Holdings, Inc. or United Commercial Bank

8-K

000-24947


10.1


August 15, 200710
.8

UCBH Holdings, Inc. Amended and Restated 2006 Equity Incentive
    Plan, (formerly known as UCBH Holdings, Inc. 2006 Equity
    Incentive Plan)

S-8

333-143774


4.2


June 15, 200710
.9

UCBH Holdings, Inc. Senior Executive Annual Incentive Plan

10-Q

000-24947


10.9


August 9, 200610
.10

Form of Indemnification Agreement of UCBH Holdings, Inc.

8-K

000-24947


10.2


August 15, 200710
.11

Form of Indemnification Agreement of United Commercial Bank.

8-K

000-24947


10.3


August 15, 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, 200710
.13

China Minsheng Banking Corp., Ltd. and UCBH Holdings, Inc.
    Investment Agreement14
.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.












ü23
.1

Consent of Independent Registered Public Accounting Firm
    PricewaterhouseCoopers LLP












ü 141




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit


Filing Date

Herewith31
.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 142




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##### Table of Contents



SIGNATURES    UCBH HOLDINGS, INC.
   
       
         Name

Title

Date/s/  Thomas
    S. WuThomas
    S. Wu

Chairman, President and Chief Executive Officer (Principal
    Executive Officer)

February 28, 2008/s/  Dennis
    WuDennis
    Wu

Director, Executive Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)

February 28, 2008/s/  Pin
    Pin ChauPin
    Pin Chau

Director

February 28, 2008/s/  Joseph
    J. JouJoseph
    J. Jou

Lead Director

February 28, 2008/s/  Li-Lin
    KoLi-Lin
    Ko

Director

February 28, 2008/s/  James
    KwokJames
    Kwok

Director

February 28, 2008/s/  David
    S. NgDavid
    S. Ng

Director

February 28, 2008/s/  Richard
    Li-Chung WangRichard
    Li-Chung Wang

Director

February 28, 2008/s/  Dr. Godwin
    WongDr. Godwin
    Wong

Director

February 28, 2008  143