##### 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, 2006.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

94-3072450(State or other jurisdiction
    of
    incorporation or organization)

(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
  Rule 12b-2
  Large
    accelerated filer þ
    Accelerated
    filer o
    Non-accelerated filer o  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE:
  Proxy Statement for the May 17, 2007, 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


18Item 2


Properties


18Item 3


Legal
    Proceedings


18Item 4


Submission of
    Matters to a Vote of Security Holders


18PART IIItem 5


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


19Item 6


Selected Financial
    Data


21Item 7


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


23Item 7A


Quantitative and
    Qualitative Disclosures About Market Risk


67Item 8


Financial
    Statements and Supplementary Data


68Item 9


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


127Item 9A


Controls and
    Procedures


127Item 9B


Other
    Information


128PART IIIItem 10


Directors and
    Executive Officers of the Registrant


129Item 11


Executive
    Compensation


129Item 12


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


129Item 13


Certain
    Relationships and Related Transactions, and Director
    Independence


129Item 14


Principal
    Accounting Fees and Services


129PART IVItem 15


Exhibits, Financial
    Statement Schedules


130Signatures


133EXHIBIT 4.9EXHIBIT 4.10EXHIBIT 4.11EXHIBIT 10.12EXHIBIT 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;
    expansion into new market areas;
    fluctuations in the equity and fixed-income markets;
    changes in interest rates;
    asset and liability sensitivity of our balance sheet;
    acquisitions and integration of acquired businesses;
    deterioration in asset or credit quality;
    increases in the levels of losses, customer bankruptcies,
    claims and assessments;
    deposit renewals and ability to attract and retain core
    deposits;
    changes in the availability of capital;
    continuing consolidation in the financial services
    industry;
    new litigation or changes in existing litigation;
    success in gaining regulatory approvals, when required;
    changes in consumer spending and savings habits;
    increased competitive challenges and expanding product and
    pricing pressures among financial institutions, whether banks,
    investment banks, insurance companies or others, in the
    Companys markets;
    technological changes; 1




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
    demographic changes;
    legislation or regulatory changes 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
          over-the-counter
   2




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##### Table of Contents



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;
    multifamily real estate loans;
    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); 3




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
    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
    Competition
    
    commercial banks;
    savings and loan associations;
    securities and brokerage companies;
    mortgage companies;
    insurance companies;
    finance companies;
    money market funds; 4




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
    credit unions; and
    other nonbank financial services providers.      Supervision
    and Regulation
  Introduction
    Regulation
    of the Company
           5




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Regulation
    of UCB
  Bank Regulators.
  Safety and Soundness Standards.
    Other Regulations.
  Deposit
    Insurance Assessments
      Capital
    Requirements
   6




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Form 10-K.
  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%.   7




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Community
    Reinvestment Act
    Gramm-Leach-Bliley
    Financial Modernization Act of 1999
        (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
   8




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Sarbanes-Oxley
    Act of 2002
    (i)
    requirements for audit 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,
    American
    Jobs Creation Act of 2004
    Basel
    Committee on Banking Supervision
   9




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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.    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
 10




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Executive
    Officers of the Registrant
    Name

Age

Position with UCBH and UCBThomas S. Wu


48


Chairman, President and Chief
    Executive OfficerJonathan H. Downing


55


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


59


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


71


Executive Vice President and
    Director of the New York RegionSylvia Loh


51


Executive Vice President and Chief
    Lending OfficerEbrahim Shabudin


58


Executive Vice President and Chief
    Operating OfficerAlan Thian


54


Executive Vice President and
    Regional Director of Southern CaliforniaKa Wah Tsui


53


Executive Vice President and
    General Manager, Greater China RegionDennis Wu


64


Director, Executive Vice President
    and Chief Financial OfficerDavid Yu


55


Executive Vice President and
    Director of the Southeast RegionCynthia C. Blackford


42


Senior Vice President and Chief
    Audit ExecutiveJohn M. Cinderey


59


Senior Vice President and Director
    of Real Estate LendingJohn M. Kerr


60


Senior Vice President and Chief
    Credit OfficerDennis A. Lee


64


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


35


Senior Vice President and TreasurerCraig S. On


54


Senior Vice President and
    Corporate Controller     Mr. Thomas S. Wu
  Mr. Jonathan H. Downing
  Mr. Daniel M. Gautsch
 11




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Mr. William J. Laraia
  Ms. Sylvia Loh
  Mr. Ebrahim Shabudin
  Mr. Alan Thian
  Mr. Ka Wah Tsui
  Mr. Dennis Wu partner-in-charge not-for-profit
  Mr. David Yu
  Ms. Cynthia C. Blackford
 12




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Mr. John M. Cinderey
  Mr. John M. Kerr start-up
  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.
      Our
    business is subject to the success of the 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.
   14




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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.
    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.
   15




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The loan
    portfolio may not perform as expected.
    Changes
    in government regulation and monetary policy may have an
    unfavorable impact on the Company.
    If we are
    unable to successfully integrate the operations of future
    acquisitions, the Companys consolidated financial
    condition and results of operations could be negatively
    affected.
  day-to-day
  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.
   16




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UCBH may
    issue additional capital stock in the future.
   17




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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   18




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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
      2006


2005(1)High


Low


High


LowThree months ended March 31,

$
19.28


$
16.74


$
23.03


$
19.74Three months ended June 30,


19.60



16.06



20.45



15.07Three months ended
    September 30,


18.41



15.55



19.70



16.20Three months ended
    December 31,


18.14



16.35



18.80



16.31     (1)
    
    Reflects the effects of a
    two-for-one
    stock split that was completed on April 12, 2005.  Dividends
    Three Months EndedMarch 31


June 30


September 30


December 31Year ended December 31, 2006

$
0.030


$
0.030


$
0.030


$
0.030Year ended December 31,
    2005(1)

$
0.025


$
0.025


$
0.025


$
0.025     (1)
    
    Reflects the effects of a
    two-for-one
    stock split that was completed on April 12, 2005.    Unregistered
    Sales of Equity Securities
     19




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20




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Item 6.
    Selected
    Financial Data  Form 10-K
  December 31,2006


2005


2004


2003


2002Financial Condition and Other
    Data:Loans held in portfolio, net

$
6,573,645


$
5,774,118


$
3,994,269


$
3,713,255


$
2,978,945Securities purchased under
    agreements to resell


175,000















Securities available for sale


2,149,456



1,117,724



1,169,140



1,221,070



1,469,387Securities held to maturity


290,673



308,608



325,202



284,712



111,994Total assets


10,346,414



7,965,637



6,319,891



5,592,137



4,857,846Deposits


7,202,845



6,264,169



5,215,862



4,483,521



4,006,818Securities sold under agreements to
    repurchase


401,600















Subordinated debentures


240,549



150,520



140,210



140,210



140,210Short-term borrowings


654,636



279,425



72,310



234,134



77,500Long-term borrowings


906,651



562,033



334,952



271,408



275,874Total liabilities


9,560,343



7,362,123



5,835,879



5,177,671



4,575,479Stockholders equity (1)


786,071



603,514



484,012



414,466



282,367Nonperforming assets


15,198



19,133



12,574



5,857



4,654Ratio of stockholders equity
    to total assets


7.60
%


7.58
%


7.66
%


7.41
%


5.81
%Asset Quality Data:Loan delinquency ratio


0.84
%


0.48
%


0.90
%


0.87
%


0.88
%Nonperforming assets to total assets


0.15



0.24



0.20



0.10



0.10Nonperforming loans to loans held
    in portfolio


0.19



0.33



0.31



0.16



0.15Allowance for loan losses to loans
    held in portfolio


0.93



1.11



1.39



1.54



1.61Allowance for loan losses to
    nonperforming loans


503.73



337.33



449.12



992.42



1,049.96Total loan to deposit ratio


94.11



95.71



83.91



84.57



75.57Regulatory Capital
    Ratios:United Commercial Bank and
    subsidiaries:Tier 1 risk-based capital


9.67
%


9.91
%


11.42
%


10.92
%


10.26
%Total risk-based capital


10.53



10.98



12.67



12.18



11.52Tier 1 leverage


9.30



8.26



8.49



7.86



7.57UCBH Holdings, Inc. and
    subsidiaries:Tier 1 risk-based capital


9.86



10.26



11.98



11.69



9.70Total risk-based capital


10.72



11.33



13.23



12.94



10.95Tier 1 leverage ratio


9.50



8.56



8.92



8.42



7.15   21




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Year Ended December 31,2006


2005


2004


2003


2002Operating Data:Interest and dividend income

$
535,013


$
402,400


$
300,064


$
260,262


$
205,178Interest expense


(271,080
)


(161,910
)


(92,583
)


(91,714
)


(80,232
)Net interest income


263,933



240,490



207,481



168,548



124,946Provision for loan losses


(3,842
)


(6,091
)


(4,201
)


(9,967
)


(9,673
)Net interest income after provision
    for loan losses


260,091



234,399



203,280



158,581



115,273Noninterest income


47,143



26,684



30,877



23,203



12,145Noninterest expense (2)


(155,420
)


(116,913
)


(99,153
)


(80,208
)


(64,352
)Income before income tax expense


151,814



144,170



135,004



101,576



63,066Income tax expense


(50,937
)


(46,344
)


(49,401
)


(36,938
)


(24,138
)Net income

$
100,877


$
97,826


$
85,603


$
64,638


$
38,928Per Share Data:Basic earnings per share (1)(3)

$
1.07


$
1.06


$
0.95


$
0.74


$
0.49Diluted earnings per share (1)(3)


1.03



1.02



0.90



0.71



0.47Dividends declared per share (3)


0.12



0.10



0.08



0.06



0.05Operating Ratios and Other
    Data:Return on average assets


1.23
%


1.40
%


1.44
%


1.26
%


1.14
%Return on average equity


15.59



18.42



18.92



18.84



18.42Efficiency ratio (4)


49.96



43.76



41.60



41.83



46.94Noninterest expense to average
    assets


1.89



1.68



1.67



1.56



1.88Average equity to average assets


7.88



7.61



7.62



6.66



6.18Dividend payout ratio (5)


11.65



9.80



8.89



8.51



10.64Net loan charge-offs to average
    loans held in portfolio


0.17



0.03



0.11



0.06



0.23Interest rate spread (6)


2.91



3.25



3.42



3.21



3.46Net interest margin (6)


3.37



3.58



3.63



3.41



3.73     (1)
    
    In conjunction with the
    acquisitions of Summit Bank Corporation on December 29,
    2006, Asian American Bank & Trust Company on
    November 28, 2005, Pacifica Bancorp, Inc. on
    October 31, 2005, First Continental Bank on July 11,
    2003, and Bank of Canton of California on October 28, 2002,
    UCBH issued 4.8 million, 878,000, 1.2 million,
    2.3 million and 2.7 million shares of common stock,
    respectively.(2)
    
    Amounts reflect $6.75 million
    of expense representing litigation settlement in 2002.(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,
    2003 and 2002, 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. 22




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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; 23




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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 2006 PERFORMANCE
      two-for-one
    Loan
    and Deposit Growth
   24




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##### Table of Contents



2006


2005


2004


2003


2002Loans held in portfolio, net

$
6,573,645


$
5,774,118


$
3,994,269


$
3,713,255


$
2,978,945Deposits


7,202,845



6,264,169



5,215,862



4,483,521



4,006,818       Credit
    Quality
      2006


2005


2004


2003


2002Average loans held in portfolio

$
5,889,301


$
4,823,671


$
4,070,168


$
3,380,121


$
2,442,790Total loan charge-offs


10,694



1,614



4,798



3,349



5,563Nonperforming loans to loans held
    in portfolio


0.19
%


0.33
%


0.31
%


0.16
%


0.15
%Allowance for loan losses to loans
    held in portfolio


0.93



1.11



1.39



1.54



1.61Net loan charge-offs to average
    loans held in portfolio


0.17



0.03



0.11



0.06



0.23     Net
    Interest Margin
    2006


2005


2004


2003


2002Net interest margin 
    nontax equivalent basis


3.37
%


3.58
%


3.63
%


3.41
%


3.73
%Average federal funds rate


4.96



3.19



1.36



1.12



1.67  25




---



##### Table of Contents



Expense
    Control
    Capital
    Adequacy
    2006


2005


2004


2003


2002United Commercial
    Bank:Tier 1 leverage


9.30
%


8.26
%


8.49
%


7.86
%


7.57
%Tier 1 risk-based capital


9.67



9.91



11.42



10.92



10.26Total risk-based capital


10.53



10.98



12.67



12.18



11.52UCBH Holdings, Inc. and
    subsidiaries:Tier 1 leverage


9.50



8.56



8.92



8.42



7.15Tier 1 risk-based capital


9.86



10.26



11.98



11.69



9.70Total risk-based capital


10.72



11.33



13.23



12.94



10.95    26




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Form 10-K.
  Allowance
    for Loan Losses
               27




---



##### Table of Contents



Loan
    Sales and Mortgage Service Rights
          
    annualized prepayment speed of the loans;
    weighted average life of the loans;
    expected annual net credit loss rate; and
    discount rate for the residual cash flows. 28




---



##### Table of Contents



Goodwill
               29




---



##### 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.
    2006


2005


2004Dividend yield


0.61
%


0.60
%


0.44
%Volatility


29.88
%


29.03
%


21.99
%Risk-free interest rate


4.72
%


4.22
%


4.24
%Expected lives (years)


7.47



7.50



7.56        30




---



##### Table of Contents



Income
    Taxes
        Asset
    Valuation
  held-for-sale.
  Available for Sale Securities. other-than-temporary
  Core Deposit Intangibles.
  Loans Held For Sale. held-for-sale
 31




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Fair
    Value Option for Financial Assets and Financial
    Liabilities
  The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115.
  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).
  Fair
    Value Measurements
  Fair Value Measurements.
  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.
 32




---



##### Table of Contents



Accounting
    for Uncertainty in Income Taxes
  Accounting for Uncertainty in Income
    Taxes, an interpretation of FASB Statement No. 109. Accounting for Income Taxe
  Accounting
    for Servicing of Financial Assets
  Accounting for Servicing of Financial Assets, an amendment of
    FASB Statement No. 140.
  Accounting
    for Certain Hybrid Financial Instruments
  Accounting for Certain Hybrid Financial Instruments, an
    amendment of FASB Statements No. 133 and 140.
 33




---



##### 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)2006


2005


Amount


%


2005


2004


Amount


%Operating Data:Interest & dividend income:Loans

$
448,650


$
333,159


$
115,491



34.67


$
333,159


$
226,292


$
106,867



47.23Investment &
    mortgage-backed securities:Taxable


62,418



55,369



7,049



12.73



55,369



62,674



(7,305
)


(11.66
)Tax-exempt


10,717



10,617



100



0.94



10,617



9,477



1,140



12.03FHLB stock


3,006



1,134



1,872



165.08



1,134



972



162



16.67Funds sold and due from bank


5,707



2,121



3,586



169.07



2,121



649



1,472



226.81Securities purchased under
    agreements to resell


4,515







4,515



















Total interest & dividend
    income


535,013



402,400



132,613



32.96



402,400



300,064



102,336



34.10Interest expense:Deposits


210,059



123,317



86,742



70.34



123,317



67,267



56,050



83.32Securities sold under agreements to
    repurchase


5,313







5,313



















Short-term borrowings and federal
    funds purchased


10,178



10,605



(427
)


(4.03
)


10,605



2,165



8,440



389.84Subordinated debentures


12,106



9,353



2,753



29.43



9,353



8,185



1,168



14.27Long-term borrowings


33,424



18,635



14,789



79.36



18,635



14,966



3,669



24.52Total interest expense


270,180



161,910



109,170



67.43



161,910



92,583



69,327



74.88Net interest income


263,933



240,490



23,443



9.75



240,490



207,481



33,009



15.91Provision for loan losses


3,842



6,091



(2,249
)


(36.92
)


6,091



4,201



1,890



44.99Net interest income after provision
    for loan losses


260,091



234,399



25,692



10.96



234,399



203,280



31,119



15.31Noninterest income:Commercial banking fees


15,444



10,607



4,837



45.60



10,607



8,254



2,353



28.51Service charges on deposits


3,722



3,038



684



22.51



3,038



2,654



384



14.47Gain (loss) on sale of securities,
    net


206



(5
)


211



(4,220.00
)


(5
)


12,713



(12,718
)


(100.04
)Gain on sale of SBA loans, net


2,930



3,356



(426
)


(12.69
)


3,356



1,463



1,893



129.39Gain on sale of
    commercial & multifamily real estate loans, net


17,812



12,207



5,605



45.92



12,207



7,732



4,475



57.88Lower of cost or market adjustment
    on loans held for sale


76



(1,152
)


1,228



(106.60
)


(1,152
)






(1,152
)


Equity loss in other equity
    investments


(1,106
)


(2,296
)


1,190



(51.83
)


(2,296
)


(2,210
)


(86
)


3.89Acquisition termination fee


5,000







5,000



















Other fees


3,059



929



2,130



229.28



929



271



658



242.80Total noninterest income


47,143



26,684



20,459



76.67



26,684



30,877



(4,193
)


(13.58
)Noninterest expense:Personnel


88,616



60,152



28,464



47.32



60,152



50,931



9,221



18.10Occupancy


16,189



12,238



3,951



32.28



12,238



10,164



2,074



20.41Data processing


9,890



6,847



3,043



44.44



6,847



5,896



951



16.13Furniture & equipment


7,100



6,534



566



8.66



6,534



6,458



76



1.18Professional fees &
    contracted services


9,855



10,763



(908
)


(8.44
)


10,763



7,496



3,267



43.58Deposit insurance


784



742



42



5.66



742



774



(32
)


(4.13
)Communication


1,071



955



116



12.15



955



1,287



(332
)


(25.80
)Core deposit intangible amortization


2,342



1,345



997



74.13



1,345



1,282



63



4.91Loss (gain) on extinguishment of
    subordinated debentures & borrowings


(360
)


1,246



(1,606
)


(128.89
)


1,246







1,246



Other general &
    administrative


19,933



16,091



3,842



23.88



16,091



14,865



1,226



8.25Total noninterest expense


155,420



116,913



38,507



32.94



116,913



99,153



17,760



17.91Income before income tax expense


151,814



144,170



7,644



5.30



144,170



135,004



9,166



6.79Income tax expense


50,937



46,344



4,593



9.91



46,344



49,401



(3,057
)


(6.19
)Net income

$
100,877


$
97,826


$
3,051



3.12


$
97,826


$
85,603


$
12,223



14.28Per Share Data:Basic earnings per share(1)

$
1.07


$
1.06


$
0.01



0.94


$
1.06


$
0.95


$
0.11



11.58Diluted earnings per share(1)


1.03



1.02



0.01



0.98



1.02



0.90



0.12



13.33Dividends declared per share(1)


0.120



0.100



0.020



20.00



0.100



0.080



0.020



25.00Operating Ratios and Other
    Data:Return on average assets


1.23
%


1.40
%


(17
)bp*


(12.14
)


1.40
%


1.44
%


(4
)bp*


(2.78
)Return on average equity


15.59



18.42



(283
)


(15.36
)


18.42



18.92



(50
)


(2.64
)Efficiency ratio(2)


49.96



43.76



620



14.17



43.76



41.60



216



5.19Noninterest expense to average
    assets


1.89



1.68



21



12.50



1.68



1.67



1



0.60Average equity to average assets


7.88



7.61



27



3.55



7.61



7.62



(1
)


(0.13
)Dividend payout ratio(3)


11.65



9.80



185



18.88



9.80



8.89



91



10.24Net loan charge-offs to average
    loans held in portfolio


0.17



0.03



14



466.67



0.03



0.11



(8
)


(72.73
)Interest rate spread(4)


2.98



3.33



(35
)


(10.51
)


3.33



3.51



(18
)


(5.13
)Net interest margin(4)


3.45



3.66



(21
)


(5.74
)


3.66



3.72



(6
)


(1.61
)  34




---



##### Table of Contents



(1)
    
    The Company completed a
    two-for-one
    stock split during the year ended December 31, 2005.
    Accordingly, for the year ended December 31, 2004, basic
    earnings per share, diluted earnings per share and dividends per
    share have been restated to reflect the effect of the stock
    split.(2)
    
    Represents noninterest expense
    divided by the total of our net interest income before provision
    for loan losses and our noninterest income.(3)
    
    Dividends declared per share as a
    percentage of diluted earnings per share.(4)
    
    Calculated on a tax equivalent
    basis. Interest income from tax-exempt investment securities
    calculated on a tax equivalent basis was $16.5 million,
    $15.8 million and $14.8 million for the years ended
    December 31, 2006, 2005 and 2004, respectively.*
    
    Basis point  Year
    Ended December 31, 2006, Compared to Year Ended
    December 31, 2005
    Net Interest Income and Net Interest
    Margin.
 35




---



##### 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
%     (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. 36




---



##### Table of Contents



(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.           37




---



##### Table of Contents



Year Ended December 31, 2006 Compared 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.
 38




---



##### Table of Contents



Income Tax Expense.
  Year
    Ended December 31, 2005, Compared to Year Ended
    December 31, 2004
    Net Interest Income and Net Interest
    Margin
 39




---



##### Table of Contents



2005


2004Average








AverageInterest


Yields





Interest


YieldsAverage


Income/


Earned/


Average


Income/


Earned/Balance


Expense


Rates Paid


Balance


Expense


Rates PaidInterest-earning assetsLoans(1)(2)

$
5,148,952


$
333,159



6.47
%

$
4,077,799


$
226,292



5.55
%Taxable securities(3)


1,220,897



55,369



4.54



1,367,512



62,674



4.58Tax-exempt securities(3)


222,196



10,617



4.78



197,885



9,477



4.79FHLB stock


67,611



1,134



1.68



43,643



972



2.23Other


56,179



2,121



3.78



30,770



649



2.11Total interest-earning assets


6,715,835



402,400



5.99



5,717,609



300,064



5.25Noninterest-earning assets


259,142











222,289



Total assets

$
6,974,977


$
402,400






$
5,939,898


$
300,064Interest-bearing liabilities:Deposits:NOW, checking and money market
    accounts

$
1,095,964


$
20,572



1.88
%

$
827,861


$
9,295



1.12
%Savings accounts


841,271



9,336



1.11



921,106



8,451



0.92Time deposits


3,169,956



93,409



2.95



2,699,287



49,521



1.83Total interest-bearing deposits


5,107,191



123,317



2.41



4,448,254



67,267



1.51Short-term borrowings and federal
    funds purchased


304,251



10,605



3.49



172,225



2,165



1.26Long- term borrowings


361,411



18,635



5.16



299,252



14,966



5.00Subordinated debentures


131,901



9,353



7.09



136,000



8,185



6.02Total interest-bearing liabilities


5,904,754



161,910



2.74



5,055,731



92,583



1.83Noninterest-bearing deposits


448,301











374,269



Other noninterest-bearing
    liabilities


90,800











57,445



Stockholders equity


531,122











452,453



Total liabilities and
    stockholders equity

$
6,974,977


$
161,910






$
5,939,898


$
92,583Net interest-earning assets/net
    interest income/net interest rate spread(4)

$
811,081


$
240,490



3.25
%

$
661,878


$
207,481



3.42
%Net interest margin(5)










3.58
%










3.63
%Ratio of interest-earning assets to
    interest-bearing liabilities


1.14
x










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

$
6,715,835


$
407,562



6.07
%

$
5,717,609


$
305,415



5.34
%Total interest-bearing liabilities


5,904,754



161,910



2.74



5,055,731



92,583



1.83Net interest-earning assets/net
    interest income/net interest rate spread(4)

$
811,081


$
245,652



3.33
%

$
661,878


$
212,832



3.51
%Net interest margin(5)










3.66
%










3.72
%Average cost of
    deposits:Total interest-bearing deposits

$
5,107,191


$
123,317



2.41
%

$
4,448,254


$
67,267



1.51
%Noninterest-bearing deposits


448,301











374,269



Total deposits

$
5,555,492


$
123,317



2.22
%

$
4,822,523


$
67,267



1.39
%  40




---



##### 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 $15.8 million and $14.8 million for the
    years ended December 31, 2005 and 2004, respectively.         41




---



##### Table of Contents



Year Ended December 31, 2005 Compared to 2004Changes due toVolume


Rate


TotalInterest income:Loans

$
59,442


$
47,425


$
106,867Taxable securities


(6,719
)


(586
)


(7,305
)Tax-exempt securities


1,164



(24
)


1,140FHLB stock


534



(372
)


162Other


536



936



1,472Total interest income on
    interest-earning assets


54,957



47,379



102,336Interest expense:Deposits:NOW, checking, and money market
    accounts


3,010



8,267



11,277Savings accounts


(732
)


1,617



885Time deposits


8,635



35,253



43,888Short-term borrowings and federal
    funds purchased


1,660



6,780



8,440Long-term borrowings


3,109



560



3,669Subordinated debentures


(247
)


1,415



1,168Total interest expense on
    interest-bearing liabilities


15,435



53,892



69,327Increase (decrease) in net
    interest income

$
39,522


$
(6,513
)

$
33,009     Provision for Loan Losses.
  Noninterest Income.
  Noninterest Expense.
 42




---



##### Table of Contents



Income Tax Expense
    BUSINESS
    SEGMENT RESULTS
    BALANCE
    SHEET ANALYSIS
  Investment
    Securities
     43




---



##### Table of Contents



2006


2005


2004Amortized


Market


Amortized


Market


Amortized


MarketCost


Value


Cost


Value


Cost


ValueInvestment securities available for
    sale:Collateralized debt obligations

$
38,445


$
38,134


$



$



$



$
Trust preferred securities










33,443



32,946



18,441



18,219U.S. Government sponsored
    enterprises notes


588,621



583,040



159,655



155,185



232,594



230,046U.S. Government sponsored
    enterprises discount notes


249,024



249,085















U.S. Treasury Bill


73,183



73,200















Municipals


58,325



58,325















Commercial paper


49,952



49,952















Other


10,000



9,875



11,012



10,911







Total investment securities
    available for sale


1,067,550



1,061,611



204,110



199,042



251,035



248,265Mortgage-backed securities
    available for sale:FNMA


515,711



502,697



355,135



344,190



366,307



363,097GNMA


87,866



84,605



88,184



85,033



106,501



105,072FHLMC


313,991



304,284



302,540



292,316



288,789



285,965Other


200,832



196,259



202,264



197,143



167,719



166,741Total mortgage-backed securities
    available for sale


1,118,400



1,087,845



948,123



918,682



929,316



920,875Total investment and
    mortgage-backed securities available for sale


2,185,950



2,149,456



1,152,233



1,117,724



1,180,351



1,169,140Investment securities held to
    maturity:Municipals


222,638



229,358



225,573



232,279



215,594



222,297Mortgage-backed securities held to
    maturity:FNMA


4,372



4,200



5,112



4,923



5,765



5,689GNMA


63,122



61,367



77,261



76,133



102,439



102,595FHLMC


541



521



662



639



1,404



1,388Total mortgage-backed securities
    held to maturity


68,035



66,088



83,035



81,695



109,608



109,672Total investment and
    mortgage-backed securities held to maturity


290,673



295,446



308,608



313,974



325,202



331,969Total investment and
    mortgage-backed securities

$
2,476,623


$
2,444,902


$
1,460,841


$
1,431,698


$
1,505,553


$
1,501,109    44




---



##### Table of Contents



available-for-sale
 45




---



##### 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:Collateralized debt obligations

$





%

$





%

$





%

$
38,134



5.75
%

$
38,134



5.75
%U.S. Government sponsored
    enterprises notes


21,956



5.32



419,171



5.25



141,913



5.36











583,040



5.28U.S. Government sponsored
    enterprises discount notes


249,085



5.21



























249,085



5.21U.S. Treasury Bill


73,200



5.09



























73,200



5.09Municipals










4,255



5.72



2,947



5.67



51,123



6.24



58,325



6.17Commercial paper


49,952



5.32



























49,952



5.32Other


























9,875



5.98



9,875



5.98Total investment securities
    available for sale


394,193



5.21



423,426



5.25



144,860



5.37



99,132



6.02



1,061,611



5.32Mortgage-backed securities
    available for sale:FNMA


5



5.50



9,021



4.64



41,460



4.68



452,211



4.91



502,697



4.88GNMA


















1,710



5.71



82,895



4.60



84,605



4.62FHLMC










15,491



4.84



33,177



4.75



255,616



4.75



304,284



4.76Other


























196,259



5.95



196,259



5.95Total mortgage-backed securities
    available for sale


5



5.50



24,512



4.77



76,347



4.73



986,981



5.05



1,087,845



5.02Total investment and
    mortgage-backed securities available for sale


394,198



5.21



447,938



5.23



221,207



5.15



1,086,113



5.13



2,149,456



5.17Investment securities held to
    maturity:Municipals(1)


















2,501



4.88



220,137



4.76



222,638



4.76Mortgage-backed securities held to
    maturity:FNMA


























4,372



4.65



4,372



4.65GNMA


























63,122



4.93



63,122



4.93FHLMC


























541



4.28



541



4.28Total mortgage-backed securities
    held to maturity


























68,035



4.91



68,035



4.91Total investment and
    mortgage-backed securities held to maturity


















2,501



4.88



288,172



4.79



290,673



4.79Total investment and
    mortgage-backed securities

$
394,198



5.21
%

$
447,938



5.23
%

$
223,708



5.14
%

$
1,374,285



5.06
%

$
2,440,129



5.12
%     (1)
    
    Weighted average yield is
    calculated on a nontax equivalent basis. 46




---



##### Table of Contents



Loans
    2006


2005


2004


2003


2002Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Commercial:Secured by real estate 
    nonresidential

$
2,341,572



35.29


$
2,307,381



39.52


$
1,943,868



47.99


$
1,704,138



45.18


$
1,276,862



42.17Secured by real estate 
    multifamily


1,275,594



19.22



1,506,848



25.81



866,079



21.38



1,161,512



30.80



913,882



30.18Construction


1,054,302



15.89



494,841



8.47



289,936



7.16



292,563



7.76



214,788



7.09Business


1,461,322



22.02



863,935



14.80



468,128



11.56



296,026



7.85



261,775



8.65Total commercial


6,132,790



92.42



5,173,005



88.60



3,568,011



88.09



3,454,239



91.59



2,667,307



88.09Consumer:Residential mortgage
    (one-to-four
    family)


448,895



6.76



613,988



10.52



434,423



10.72



273,431



7.25



309,653



10.23Other


53,975



0.82



51,667



0.88



48,307



1.19



43,711



1.16



50,850



1.68Total consumer


502,870



7.58



665,655



11.40



482,730



11.91



317,142



8.41



360,503



11.91Loans held in portfolio(1)


6,635,660



100.00



5,838,660



100.00



4,050,741



100.00



3,771,381



100.00



3,027,810



100.00Allowance for loan losses


(62,015
)






(64,542
)






(56,472
)






(58,126
)






(48,865
)Net loans held in portfolio

$
6,573,645






$
5,774,118






$
3,994,269






$
3,713,255






$
2,978,945     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $25.8 million, $7.4 million, $7.3 million,
    $8.6 million and $5.1 million at December 31,
    2006, 2005, 2004, 2003 and 2002, respectively.       47




---



##### Table of Contents



2006


2005


2004


2003Amount


%


Amount


%


Amount


%


Amount


%Commercial:Secured by real estate 
    nonresidential

$
141,348



98.94


$
154,087



98.31


$
26,882



8.25


$
14,203



70.10Secured by real estate 
    multifamily


















295,788



90.73







Business


1,203



0.84



2,653



1.69



3,337



1.02



6,059



29.90Total commercial


142,551



99.78



156,740



100.00



326,007



100.00



20,262



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


310



0.22























Loans held for sale(1)

$
142,861



100.00


$
156,740



100.00


$
326,007



100.00


$
20,262



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


2005


2004


2003


2002Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Adjustable-rate loans

$
3,749,132



56.28


$
2,951,945



50.50


$
2,603,889



64.17


$
2,679,428



70.88


$
2,304,837



75.99Intermediate fixed-rate loans


1,444,072



21.68



1,711,915



29.28



881,744



21.73



563,570



14.91



205,587



6.78Fixed-rate loans


1,468,275



22.04



1,182,198



20.22



572,419



14.10



537,027



14.21



522,459



17.23Gross loans held in portfolio(1)

$
6,661,479



100.00


$
5,846,058



100.00


$
4,058,052



100.00


$
3,780,025



100.00


$
3,032,883



100.00     (1)
    
    Amounts do not reflect net deferred
    loan fees, purchase premiums and discounts of
    $25.8 million, $7.4 million, $7.3 million,
    $8.6 million and $5.1 million at December 31,
    2006, 2005, 2004, 2003 and 2002, respectively. 48




---



##### Table of Contents



IntermediateAdjustable


Fixed


Fixed


TotalCommercial:Secured by real estate 
    nonresidential

$
965,195


$
443,883


$
955,000


$
2,364,078Secured by real estate 
    multifamily


352,814



790,979



128,758



1,272,551Construction


975,273







84,946



1,060,219Business


1,334,890



2,327



124,483



1,461,700Total commercial


3,628,172



1,237,189



1,293,187



6,158,548Consumer:Residential mortgage
    (one-to-four
    family)


70,596



206,883



171,477



448,956Other


50,364







3,611



53,975Total consumer


120,960



206,883



175,088



502,931Gross loans held in portfolio(1)

$
3,749,132


$
1,444,072


$
1,468,275


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


After Three


After Five


YearsYear


Years


Years


Through


AfterWithin


Through


Through


Through


Twenty


TwentyOne Year


Three Years


Five Years


Ten Years


Years


Years


TotalCommercial:Secured by real estate 
    nonresidential

$
1,024,760


$
213,205


$
501,610


$
602,567


$
21,417


$
519


$
2,364,078Secured by real estate 
    multifamily


352,114



419,336



338,595



120,448



42,058







1,272,551Construction


1,029,465



27,290



3,464















1,060,219Business


1,406,913



17,937



24,206



12,644











1,461,700Total commercial


3,813,252



677,768



867,875



735,659



63,475



519



6,158,548Consumer:Residential mortgage
    (one-to-four
    family)


71,542



95,903



61,021



62,334



89,567



68,589



448,956Other


52,144



275



136











1,420



53,975Total consumer


123,686



96,178



61,157



62,334



89,567



70,009



502,931Gross loans held in portfolio

$
3,936,938


$
773,946


$
929,032


$
797,993


$
153,042


$
70,528


$
6,661,479Net deferred loan fees, purchase
    premiums and discounts


























(25,819
)Loans held in portfolio


























6,635,660Allowance for loan losses


























(62,015
)Net loans held in portfolio

























$
6,573,645      49




---



##### Table of Contents



the effects of possible
    prepayments. The rate of loan prepayment varies from time to
    time, depending upon various factors, including market interest
    rates.
    After TenAfter One


After Three


After Five


YearsYear


Years


Years


Through


AfterWithin


Through


Through


Through


Twenty


TwentyOne Year


Three Years


Five Years


Ten Years


Years


Years


TotalCommercial:Secured by real estate 
    nonresidential

$
284,630


$
323,529


$
554,430


$
1,095,677


$
73,771


$
32,041


$
2,364,078Secured by real estate 
    multifamily


663



23,876



3,686



1,014,181



166,681



63,464



1,272,551Construction


726,832



319,290



14,097















1,060,219Business


1,168,566



145,473



80,906



59,329



5,539



1,887



1,461,700Total commercial


2,180,691



812,168



653,119



2,169,187



245,991



97,392



6,158,548Consumer:Residential mortgage
    (one-to-four
    family)


5,086



2,830



3,742



14,010



107,940



315,348



448,956Other


5,246



439



136







5,891



42,263



53,975Total consumer


10,332



3,269



3,878



14,010



113,831



357,611



502,931Gross loans held in portfolio

$
2,191,023


$
815,437


$
656,997


$
2,183,197


$
359,822


$
455,003


$
6,661,479Net deferred loan fees, purchase
    premium and discounts


























(25,819
)Loans held in portfolio


























6,635,660Allowance for loan losses


























(62,015
)Net loans held in portfolio

























$
6,573,645         After TenAfter One


After Three


After Five


YearsYear


Years


Years


Through


AfterWithin


Through


Through


Through


Twenty


TwentyOne Year


Three Years


Five Years


Ten Years


Years


Years


TotalAdjustable-rate loans

$
2,028,646


$
612,301


$
284,466


$
494,522


$
170,433


$
158,764


$
3,749,132Intermediate fixed-rate loans






2,274



47,347



1,128,833



39,907



225,711



1,444,072Fixed-rate loans


162,377



200,862



325,184



559,842



149,482



70,528



1,468,275Gross loans held in portfolio

$
2,191,023


$
815,437


$
656,997


$
2,183,197


$
359,822


$
455,003


$
6,661,479Net deferred loan fees, purchase
    premium and discounts


























(25,819
)Loans held in portfolio


























6,635,660Allowance for loan losses


























(62,015
)Net loans held in portfolio

























$
6,573,645      50




---



##### Table of Contents



2006


2005


2004Loans held for sale:Commercial:Secured by real estate 
    nonresidential

$
45,602


$
62,027


$
17,399Secured by real estate 
    multifamily






489,968



169,645Total commercial loans


45,602



551,995



187,044Consumer:Residential mortgage
    (one-to-four
    family)


3,904



325



Total loans held for sale
    commitments(1)


49,506



552,320



187,044Loans held in
    portfolio:Commercial:Secured by real estate 
    nonresidential


857,735



1,080,502



748,506Secured by real estate 
    multifamily


241,067



591,449



575,421Construction


1,064,113



694,472



421,924Business


1,176,155



763,701



460,290Total commercial loans


3,339,070



3,130,124



2,206,141Consumer:Residential mortgage
    (one-to-four
    family)


90,914



188,309



234,522Other


33,768



40,376



39,677Total consumer loans


124,682



228,685



274,199Total loans held in portfolio
    commitments(1)


3,463,752



3,358,809



2,480,340Total loan commitments(1)

$
3,513,258


$
3,911,129


$
2,667,384     (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 (Hong Kong):December 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



4.02December 31, 2004


1,021



392



107,977



4,589



113,979



1.80  51




---



##### Table of Contents



Deposits
    2006


2005


2004Weighted





Weighted





WeightedAverage





Average





AverageAmount


Rate


Amount


Rate


Amount


RateNOW, checking and money market
    accounts

$
2,194,176



2.18
%

$
1,784,065



1.65
%

$
1,427,366



0.96
%Savings accounts


942,672



2.14



946,714



1.85



1,000,489



1.03Time deposits:Less than $100,000


1,410,162



4.60



1,203,001



2.69



918,650



1.79$100,000 or greater


2,655,835



4.91



2,330,389



3.98



1,869,357



2.26Total time deposits


4,065,997



4.80



3,533,390



3.54



2,788,007



2.11Total deposits

$
7,202,845



3.66
%

$
6,264,169



2.75
%

$
5,215,862



1.59
%             Three months or less

$
1,305,747Over three months through six
    months


884,634Over six months through twelve
    months


435,973Over twelve months


29,481Total

$
2,655,835  52




---



##### Table of Contents



2006


2005


2004Average





Average





AverageAverage


Rates


Average


Rates


Average


RatesBalance


Paid


Balance


Paid


Balance


PaidNOW, checking and money market
    accounts

$
1,290,636



3.18
%

$
1,085,608



1.88
%

$
821,390



1.13
%Savings accounts


626,058



1.19



806,315



1.15



909,134



0.93Time deposits


3,110,865



4.23



2,805,296



2.85



2,555,164



1.84Noninterest-bearing demand deposits


545,092







448,409







374,331



Total deposits

$
5,572,651



3.23
%

$
5,145,628



2.13
%

$
4,660,019



1.39
%     2006


2005


2004Average





Average





AverageAverage


Rates


Average


Rates


Average


RatesBalance


Paid


Balance


Paid


Balance


PaidNOW, checking and money market
    accounts

$
9,332



2.61
%

$
10,248



1.20
%

$
6,409



0.44
%Time deposits and savings accounts


653,636



4.56



399,616



3.40



156,095



1.70Total deposits

$
662,968



4.54
%

$
409,864



3.34
%

$
162,504



1.65
%    53




---



##### Table of Contents



Borrowings
    2006


2005


2004Securities sold under
    agreements to repurchase:Average balance outstanding

$
162,124







Maximum amount outstanding at any
    month end period


401,600







Balance outstanding at end of
    period


401,600







Weighted average interest rate
    during the period


3.56
%



%



%Weighted average interest rate at
    end of period


3.71
%



%


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


6.1







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

$
224,234


$
301,400


$
164,964Maximum amount outstanding at any
    month end period


654,636



566,169



300,695Balance outstanding at end of
    period


654,636



279,425



72,310Weighted average interest rate
    during the period


4.52
%


3.51
%


1.30
%Weighted average interest rate at
    end of period


5.21
%


4.09
%


1.22
%Weighted average remaining term to
    maturity at end of period (in years)










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

$
683,978


$
361,677


$
299,253Maximum amount outstanding at any
    month end period


906,651



562,033



335,104Balance outstanding at end of
    period


906,651



562,033



334,952Weighted average interest rate
    during the period


4.89
%


5.15
%


5.00
%Weighted average interest rate at
    end of period


4.72
%


4.76
%


4.89
%Weighted average remaining term to
    maturity at end of period (in years)


5.4



5.0



2.9   and/or
  Accounting for Transfers and
    Servicing of Financial Assets and Extinguishment of
    Liabilities.
  Subordinated
    Debentures
   54




---



##### Table of Contents



OFF-BALANCE
    SHEET ARRANGEMENTS
  Consolidation of
    Variable Interest Entities, an interpretation of ARB
    No. 51
  RISK
    ELEMENTS
      
    Enterprise Risk Management Committee, which reviews credit,
    operational, market and liquidity risk;
    Credit Risk Management Committee, which reviews credit policies,
    products and problem assets risk;
    Market Risk Management Committee, which reviews securities,
    loans and borrowings to assess yield, and interest rate and
    market risk; and
    Operational Risk Management Committee, which reviews those risks
    not covered by the Credit Risk Management and Market Risk
    Management Committees. 55




---



##### Table of Contents



Credit
    Risk Management
          2006


2005Amount


%


Amount


%Commercial:Secured by real estate 
    nonresidential

$
2,341,572



35.29


$
2,307,381



39.52Secured by real estate 
    multifamily


1,275,594



19.22



1,506,848



25.81Construction


1,054,302



15.89



494,841



8.47Business


1,461,322



22.02



863,935



14.80Total commercial


6,132,790



92.42



5,173,005



88.60Consumer:Residential mortgage
    (one-to-four
    family)


448,895



6.76



613,988



10.52Other


53,975



0.82



51,667



0.88Total consumer


502,870



7.58



665,655



11.40Loans held in portfolio(1)

$
6,635,660



100.00


$
5,838,660



100.00     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $25.8 million and $7.4 million at December 31,
    2006 and 2005, respectively.   56




---



##### Table of Contents



Internal Loan Securitizations. (one-to-four (one-to-four
      Nonperforming
    Assets
   57




---



##### Table of Contents



2006


2005


2004


2003


2002Commercial loans:Secured by real estate 
    nonresidential

$
5,604


$
12,792


$
8,085


$



$
Secured by real estate 
    multifamily


















Construction










4,353



5,102



4,533Business


6,339



5,903



136



631



68Total commercial loans


11,943



18,695



12,574



5,733



4,601Consumer loans:Residential mortgage
    (one-to-four
    family)


368



388







124



Other






50











53Total consumer loans


368



438







124



53Total nonaccrual loans from loans
    held in portfolio


12,311



19,133



12,574



5,857



4,654Other real estate owned


2,887















Total nonperforming assets

$
15,198


$
19,133


$
12,574


$
5,857


$
4,654Nonperforming assets to total assets


0.15
%


0.24
%


0.20
%


0.10
%


0.10
%Nonaccrual loans to loans held in
    portfolio


0.19



0.33



0.31



0.16



0.15Nonperforming assets to loans held
    in portfolio and other real estate owned


0.23



0.33



0.31



0.16



0.15Loans held in portfolio

$
6,635,660


$
5,838,660


$
4,050,741


$
3,771,381


$
3,027,810Gross interest income recognized on
    impaired loans


80



183











Gross interest income not
    recognized on nonaccrual loans


676



790



699



363



211Accruing loans contractually past
    due 90 days or more


4,339



5,374



3,101



1,469



4,302Loans classified as troubled debt
    restructurings and not included above


8,614



10,827



11,329



9,094



          58




---



##### Table of Contents



Allowances
    for Credit Losses
  Allowance for Loan Losses.
           59




---



##### Table of Contents



2006


2005


2004


2003


2002Balance at beginning of year:Allowance for loan losses

$
64,542


$
56,472


$
58,126


$
48,865


$
34,550Allowance for losses 
    unfunded commitments


3,402



3,940



2,737







Total allowance for losses at
    beginning of year


67,944



60,412



60,863



48,865



34,550Acquired allowance for loan losses


7,279



2,932







4,028



10,162Provision for loan losses


3,842



6,091



4,202



9,967



9,673Charge-offs:Commercial:Secured by real estate 
    nonresidential


(791
)


(838
)


(1,577
)


(87
)


Secured by real estate 
    multifamily










(127
)






Construction














(170
)


(2,172
)Business


(9,765
)


(750
)


(2,985
)


(2,713
)


(3,337
)Total commercial


(10,556
)


(1,588
)


(4,689
)


(2,970
)


(5,509
)Consumer:Residential mortgage
    (one-to-four
    family)


(74
)














Other


(64
)


(26
)


(109
)


(379
)


(54
)Total consumer


(138
)


(26
)


(109
)


(379
)


(54
)Total charge-offs


(10,694
)


(1,614
)


(4,798
)


(3,349
)


(5,563
)Recoveries:Commercial:Secured by real estate 
    nonresidential


128











30



Secured by real estate 
    multifamily


















Construction














300



Business


313



63



119



952



13Total commercial


441



63



119



1,282



13Consumer:Residential mortgage
    (one-to-four
    family)






34











Other


36



26



26



70



30Total consumer


36



60



26



70



30Total recoveries


477



123



145



1,352



43Total allowance for losses at end
    of year

$
68,848


$
67,944


$
60,412


$
60,863


$
48,865Allowance 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 end
    of year

$
68,848


$
67,944


$
60,412


$
60,863


$
48,865Allowance for loan losses to loans
    held in portfolio


0.93
%


1.11
%


1.39
%


1.54
%


1.61
%Net charge-offs to average loans
    held in portfolio


0.17



0.03



0.11



0.06



0.23    60




---



##### Table of Contents



2006


2005


2004


2003


2002Amount


%


Amount


%


Amount


%


Amount


%


Amount


%Allocated:Commercial:Secured by real estate 
    nonresidential

$
21,408



35.29


$
30,778



39.52


$
30,885



47.99


$
26,702



45.18


$
18,647



42.17Secured by real estate 
    multifamily


2,187



19.22



1,075



25.81



629



21.38



5,263



30.80



8,977



30.18Construction


12,623



15.89



9,412



8.47



8,929



7.16



9,274



7.76



9,275



7.09Business


24,468



22.02



22,406



14.80



14,971



11.56



6,011



7.85



7,017



8.65Total commercial


60,686



92.42



63,671



88.60



55,414



88.09



47,250



91.59



43,916



88.09Consumer:Residential mortgage
    (one-to-four
    family)


918



6.76



697



10.52



728



10.72



292



7.25



1,555



10.23Other


141



0.82



174



0.88



330



1.19



465



1.16



635



1.68Total consumer


1,059



7.58



871



11.40



1,058



11.91



757



8.41



2,190



11.91Total allocated


61,745



100.00



64,542



100.00



56,472



100.00



48,007



100.00



46,106



100.00Non-loan category specific(2)


270























10,122







2,759Allowance for loan losses

$
62,015






$
64,542






$
56,472






$
58,129






$
48,865Allowance for losses 
    unfunded commitments(1)

$
6,832






$
3,402






$
3,940






$
2,737






$
     (1)
    
    Included in allowance for loan
    losses in 2002.(2)
    
    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.        Allowance for Unfunded Commitments.
 61




---



##### Table of Contents



Operational
    Risk Management
        Interest
    Rate and Market Risk Management
             62




---



##### Table of Contents



Change in Interest Rates

Net Portfolio Value


Net Interest Incomein Basis Points:

Amount


Change


% Change


Amount


Change


% ChangeDecember 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
)December 31,
    2005:200

$
738,174


$
(178,904
)


(19.51
)

$
267,431


$
(5,840
)


(2.14
)100


832,947



(84,131
)


(9.17
)


271,580



(1,691
)


(0.62
)0


917,078











273,271







(100)


955,972



38,893



4.24



273,605



334



0.12(200)


945,275



28,197



3.07



262,226



(11,045
)


(4.04
)       Liquidity
    Risk
  Overview.
 63




---



##### 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)

$
3,136,848


$



$



$



$
3,136,848Time deposits


3,961,085



70,541



34,305



66



4,065,997Securities sold under agreements
    to repurchase


101,600







50,000



250,000



401,600Borrowings


731,146



258,670



65,589



505,882



1,561,287Subordinated debentures














240,549



240,549Unfunded CRA investment commitments


7,128















7,128Total balance sheet arrangements


7,937,807



329,211



149,894



996,497



9,413,409Off-balance-sheet
    arrangements:Commitments to extend credit:Consumer (including residential
    mortgage)


83,648















83,648Commercial (excluding construction)


1,150,599















1,150,599Construction


889,294















889,294Letters of creditCommercial


47,306















47,306Standby


67,920



602



21,802



3,054



93,378Derivative financial instruments:Foreign exchange contracts
    receivable


(385,301
)














(385,301
)Foreign exchange contracts payable


220,515















220,515Interest rate swap contract






25,000











25,000Interest rate floor contract






25,000











25,000Put option to sell


(5,329
)














(5,329
)Put option to buy


5,329















5,329Unfunded CRA investment commitments


3,623















3,623Noncancelable operating lease
    obligations


10,120



15,287



10,413



14,504



50,324Total off-balance sheet
    arrangements


2,087,724



65,889



32,215



17,558



2,203,386Total contractual obligations

$
10,025,531


$
395,100


$
182,109


$
1,014,055


$
11,616,795     (1)
    
    Accounts with indeterminate
    maturities, such as savings and checking, are included in one
    year or less category. 64




---



##### Table of Contents



Liquidity Management.
        and/or
   65




---



##### Table of Contents



CAPITAL
    MANAGEMENT
    (one-to-four (one-to-four
      2006


2005


2004


2003


2002United Commercial
    Bank:Tier 1 leverage


9.30
%


8.26
%


8.49
%


7.86
%


7.57
%Tier 1 risk-based capital


9.67



9.91



11.42



10.92



10.26Total risk-based capital


10.53



10.98



12.67



12.18



11.52UCBH Holdings, Inc. and
    subsidiaries:Tier 1 leverage


9.50
%


8.56
%


8.92
%


8.42
%


7.15
%Tier 1 risk-based capital


9.86



10.26



11.98



11.69



9.70Total risk-based capital


10.72



11.33



13.23



12.94



10.95  66




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K.
 67




---



##### Table of Contents



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


69Consolidated
    Balance Sheets as of December 31, 2006 and 2005


71Consolidated
    Statements of Operations for the years ended December 31,
    2006, 2005 and 2004


72Consolidated
    Statements of Changes in Stockholders Equity and
    Comprehensive Income for the years ended December 31, 2006,
    2005 and 2004


73Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004


74Notes to
    Consolidated Financial Statements


75  68




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      Consolidated
    financial statements
      Internal
    control over financial reporting
  Internal Control  Integrated Framework Internal Control 
    Integrated Framework
   69




---



##### Table of Contents



70




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 (Dollars
    in Thousands, Except Share and Par Value Amounts)
  December 31,2006


2005ASSETSNoninterest bearing cash

$
112,343


$
101,002Interest bearing cash


92,049



99,070Federal funds sold


150,027



2,993Cash and cash equivalents


354,419



203,065Securities purchased under
    agreements to resell


175,000



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


2,149,456



1,117,724Investment and mortgage-backed
    securities held to maturity, at cost (fair value of $295,446 and
    $313,974 at December 31, 2006 and 2005, respectively)


290,673



308,608Federal Home Loan Bank stock,
    Federal Reserve Bank stock and other equity investments


110,775



75,445Loans held for sale, net of
    valuation allowance


142,861



156,740Loans held in portfolio


6,635,660



5,838,660Allowance for loan losses


(62,015
)


(64,542
)Loans held in portfolio, net


6,573,645



5,774,118Accrued interest receivable


50,803



37,750Premises and equipment, net


115,610



98,289Goodwill


226,780



106,648Core deposit intangibles, net


28,325



14,981Mortgage servicing rights, net


13,273



10,642Other assets


114,794



61,627Total assets

$
10,346,414


$
7,965,637LIABILITIES AND
    STOCKHOLDERS EQUITYNoninterest bearing deposits

$
767,714


$
558,649Interest bearing deposits


6,435,131



5,705,520Total deposits


7,202,845



6,264,169Securities sold under agreements to
    repurchase


401,600



Short-term borrowings


654,636



279,425Subordinated debentures


240,549



150,520Accrued interest payable


21,018



12,582Long-term borrowings


906,651



562,033Other liabilities


133,044



93,394Total liabilities


9,560,343



7,362,123Commitments 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, 2006 and
    2005; 99,448,181 and 94,037,878 shares issued and
    outstanding at December 31, 2006 and 2005, respectively


994



940Additional paid-in capital


341,616



247,340Retained earnings


464,616



375,220Accumulated other comprehensive loss


(21,155
)


(19,986
)Total stockholders equity


786,071



603,514Total liabilities and
    stockholders equity

$
10,346,414


$
7,965,637    71




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 (Dollars
    in Thousands, Except Per Share Amounts)
  Year Ended December 31,2006


2005


2004Interest and dividend income:Loans

$
448,650


$
333,159


$
226,292Investment and mortgage-backed
    securities:Taxable


62,418



55,369



62,674Tax-exempt


10,717



10,617



9,477FHLB stock


3,006



1,134



972Federal funds sold and deposits
    with banks


5,707



2,121



649Securities purchased under
    agreements to resell


4,515







Total interest and dividend income


535,013



402,400



300,064Interest expense:Deposits


210,059



123,317



67,267Securities sold under agreements to
    repurchase


5,313







Short-term borrowings and federal
    funds purchased


10,178



10,605



2,165Subordinated debentures


12,106



9,353



8,185Long-term borrowings


33,424



18,635



14,966Total interest expense


271,080



161,910



92,583Net interest income


263,933



240,490



207,481Provision for loan losses


3,842



6,091



4,201Net interest income after provision
    for loan losses


260,091



234,399



203,280Noninterest income:Commercial banking fees


15,444



10,607



8,254Service charges on deposits


3,722



3,038



2,654Gain (loss) on sale of securities,
    net


206



(5
)


12,713Gain on sale of SBA loans, net


2,930



3,356



1,463Gain on sale of commercial and
    multifamily real estate loans, net


17,812



12,207



7,732Lower of cost or market adjustment
    on loans held for sale


76



(1,152
)


Equity loss in other equity
    investments


(1,106
)


(2,296
)


(2,210
)Acquisition termination fee


5,000







Other fees


3,059



929



271Total noninterest income


47,143



26,684



30,877Noninterest expense:Personnel


88,616



60,152



50,931Occupancy


16,189



12,238



10,164Data processing


9,890



6,847



5,896Furniture and equipment


7,100



6,534



6,458Professional fees and contracted
    services


9,855



10,763



7,496Deposit insurance


784



742



774Communication


1,071



955



1,287Core deposit intangible amortization


2,342



1,345



1,282Loss (gain) on extinguishment of
    subordinated debentures and borrowings


(360
)


1,246



Other general and administrative


19,933



16,091



14,865Total noninterest expense


155,420



116,913



99,153Income before income tax expense


151,814



144,170



135,004Income tax expense


50,937



46,344



49,401Net income

$
100,877


$
97,826


$
85,603Earnings per share:Basic

$
1.07


$
1.06


$
0.95Diluted

$
1.03


$
1.02


$
0.90Dividends declared per share

$
0.12


$
0.10


$
0.08    72




---



##### 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, 2003


90,076,756


$
450


$
208,990


$
208,271


$
(3,245
)

$
414,466Net income














85,603







85,603


$
85,603Other comprehensive loss, net of
    tax benefit of $2,364


















(3,253
)


(3,253
)


(3,253
)Comprehensive income

























$
82,350Stock options exercised, including
    related tax benefit


1,055,068



6



11,233











11,239Cash dividend of $0.08 per share














(7,252
)






(7,252
)Adjustment to purchase
    consideration in connection with acquisition of First
    Continental Bank (Note 11)










(16,791
)










(16,791
)Balance 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
)

$
786,071     (1)
    
    Accumulated Other Comprehensive
    Loss arises solely from net unrealized losses on investment and
    mortgage-backed securities available for sale, presented net of
    tax.   73




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 (Dollars
    in Thousands)
  Year Ended December 31,2006


2005


2004Cash flows from operating
    activities:Net income

$
100,877


$
97,826


$
85,603Adjustments to reconcile net income
    to net cash provided by operating activities:Provision for loan losses


3,842



6,091



4,201Amortization of net deferred loan
    fees, purchase premiums and discounts


(9,061
)


(6,262
)


(5,285
)Amortization of net securities
    premiums and discounts


(847
)


103



1,688Federal Home Loan Bank stock
    dividend


(2,348
)


(1,351
)


(1,009
)First Continental Bank acquisition
    purchase price adjustment










2,345Amortization of intangibles


5,341



3,642



2,670Depreciation and amortization of
    premises and equipment


8,995



8,543



6,851Gain on sale of loans originated in
    held in portfolio, securities, and other assets, net


(17,888
)


(9,987
)


(21,519
)Lower of cost or market adjustment
    on loans held for sale


(76
)


1,152



Equity loss in other equity
    investments


1,106



2,296



2,210Stock compensation expense, net of
    tax benefit related to nonqualified stock option grants


1,876







Excess tax benefit from stock
    option exercises


(2,007
)






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


(360
)


1,246



Other, net


1,185



(2,037
)


(203
)Changes in operating assets and
    liabilities:Decrease (increase) in loans
    originated in held for sale


27,113



(240,721
)


Decrease (increase) in accrued
    interest receivable


(9,459
)


(11,971
)


(2,751
)Decrease (increase) in other assets


13,037



4,283



(5,650
)Increase (decrease) in accrued
    interest payable


4,450



5,065



(2,236
)Increase (decrease) in other
    liabilities


(10,143
)


14,472



14,055Net cash provided by (used in)
    operating activities


115,633



(127,610
)


80,970Cash flows from investing
    activities:Payment for purchase of Summit Bank
    Corporation, net of cash acquired


(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


(175,000
)






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


708,525



418,294



756,762Purchases


(1,424,927
)


(486,062
)


(1,442,128
)Sales


96,777



114,991



821,821Called


20,000



22,000



68,136Investment and mortgage-backed
    securities, held to maturity:Principal payments and maturities


14,859



26,296



28,278Purchases


(1,600
)


(9,892
)


(69,074
)Called


4,625







Proceeds from redemption of Federal
    Home Loan Bank stock


19,098



9,725



Purchase of Federal Home
    Loan Bank stock


(44,607
)


(20,623
)


Funding of other equity investments


(3,303
)


(12,529
)


(6,388
)Proceeds from sale of other equity
    investment


2,000







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


851,597



442,776



474,451Loans originated in held in
    portfolio funded and purchased, net of principal collections


(1,360,561
)


(1,566,134
)


(1,202,029
)Purchases of premises and other
    equipment


(9,502
)


(6,915
)


(12,444
)Other investing activities, net


495



201



(74
)Net cash used in investing
    activities


(1,439,081
)


(1,075,177
)


(582,689
)Cash flows from financing
    activities:Net increase in demand deposits,
    NOW, money market and savings accounts


188,410



155,806



517,744Net increase (decrease) in time
    deposits


205,200



631,701



214,597Net increase (decrease) in
    short-term borrowings


502,439



156,214



(167,824
)Proceeds from securities sold under
    agreements to repurchase


300,000







Proceeds from issuance of
    subordinated debentures


77,321



40,000



Redemption of subordinated
    debentures






(30,000
)


Proceeds from long-term borrowings


256,072



266,520



70,000Principal payments of long-term
    borrowings


(50,172
)


(17,916
)


Proceeds from stock option exercises


4,374



3,863



5,560Excess tax benefit from stock
    option exercises


2,007







Payment of cash dividend on common
    stock


(10,849
)


(8,700
)


(6,780
)Net cash provided by financing
    activities


1,474,802



1,197,488



633,297Net increase (decrease) in cash and
    cash equivalents


151,354



(5,299
)


131,578Cash and cash equivalents at
    beginning of year


203,065



208,364



76,786Cash and cash equivalents at end of
    year

$
354,419


$
203,065


$
208,364    74




---



##### 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
      Principles
    of Consolidation
  Consolidation of Variable Interest Entities, an
    interpretation of ARB No. 51
  Reclassifications
    two-for-one
  Use of
    Estimates in Preparation of Financial Statements
   75




---



##### 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
    Investment
    and Mortgage-Backed Securities
      other-than-temporary
    Loans
    Held for Sale
    Loans
    Held in Portfolio
   76




---



##### 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)    Nonaccrual
    Loans
      Allowance
    for Loan Losses
        Impaired
    and Restructured Loans
    loan-by-loan loan-by-loan (one-to-four
 77




---



##### 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)      Premises
    and Equipment
    Other
    Real Estate Owned
    Investments
    in Federal Home Loan Bank Stock and Federal Reserve Bank
    Stock
    Other
    Equity Investments
    Acquisitions
    of Certain Financial Institutions
   78




---



##### 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)    Goodwill
    and Core Deposit Intangibles
    Transfers
    of Financial Assets and Mortgage Servicing Rights
    (one-to-four
      other-than-temporary other-than-temporary,
  Securities
    Sold Under Agreements to Repurchase
   79




---



##### 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)    Derivative
    Instruments and Hedging Activities
    and/or
    Income
    Taxes
  Accounting for Income Taxes.
    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.
 80




---



##### 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)         Earnings
    per Share
    Translation
    of Foreign Currencies
    2.
    Recent
    Accounting Pronouncements  Fair
    Value Option for Financial Assets and Financial
    Liabilities
  The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of FASB Statement
    No. 115.
 81




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Recent
    Accounting Pronouncements  (Continued)    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).
  Fair
    Value Measurements
  Fair Value Measurements.
  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, an interpretation of FASB Statement
    No. 109. Accounting for Income Taxes
 82




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    Recent
    Accounting Pronouncements  (Continued)    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.
  3.
    Business
    Combinations  Summit
    Bank Corporation
     83




---



##### 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     Pacifica
    Bancorp, Inc.
     84




---



##### Table of Contents



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

$
17,949Investment and mortgage-backed
    securities available for sale


13,522Investment and mortgage-backed
    securities held to maturity


256FHLB stock


635Loans held in portfolio, net


136,968Accrued interest receivable


691Premises and equipment


1,093Goodwill


23,277Core deposit intangibles


3,800Other assets


3,854Total assets acquired


202,045Deposits


148,733Short-term borrowings


163Long-term borrowings


8,698Accrued interest payable


836Other liabilities


2,006Total liabilities assumed


160,436Total allocation of purchase price

$
41,609   Asian
    American Bank & Trust Company
     85




---



##### Table of Contents



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

$
13,982Investment and mortgage-backed
    securities available for sale


27,590FHLB stock


346Loans held in portfolio, net


86,010Accrued interest receivable


581Premises and equipment


6,307Goodwill


15,070Core deposit intangibles


2,900Other assets


766Total assets acquired


153,552Deposits


112,067Long-term borrowings


2,441Accrued interest payable


571Other liabilities


3,874Total liabilities assumed


118,953Total allocation of purchase price

$
34,599   Great
    Eastern Bank
    4.
    Cash and
    Due from Banks   86




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Securities
    Purchased Under Agreements to Resell    Average balance outstanding

$
62,740Maximum amount outstanding at any
    month end period


175,000Balance outstanding at end of
    period


175,000Weighted average interest rate
    during the period


7.41
%Weighted average interest rate at
    end of period


7.37
%Weighted average remaining term to
    maturity at end of period (in years)


9.6    87




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Investment
    and Mortgage-Backed Securities    Gross


Gross





Less Than 12 Months


12 Months or More


TotalAmortized


Unrealized


Unrealized


Market


Fair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription

Cost


Gains


Losses


Value


Value


Losses


Value


Losses


Value


LossesInvestment securities available for
    sale:Collateralized debt obligations

$
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
)    88




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Investment
    and Mortgage-Backed Securities  (Continued)        available-for-sale
    Gross


Gross





Less Than 12 Months


12 Months or More


TotalAmortized


Unrealized


Unrealized


Market


Fair


Unrealized


Fair


Unrealized


Fair


UnrealizedDescription

Cost


Gains


Losses


Value


Value


Losses


Value


Losses


Value


LossesInvestment securities available for
    sale:Trust preferred securities

$
33,443


$



$
(497
)

$
32,946


$
18,671


$
(272
)

$
4,275


$
(225
)

$
22,946


$
(497
)U.S. Government sponsored
    enterprises notes


159,655



2



(4,472
)


155,185



55,428



(381
)


96,850



(4,091
)


152,278



(4,472
)Other


11,012







(101
)


10,911



10,911



(101
)










10,911



(101
)Total investment securities
    available for sale


204,110



2



(5,070
)


199,042



85,010



(754
)


101,125



(4,316
)


186,135



(5,070
)Mortgage-backed securities
    available for sale:FNMA


355,135



2



(10,947
)


344,190



162,309



(3,373
)


180,746



(7,574
)


343,055



(10,947
)GNMA


88,184







(3,151
)


85,033



17,553



(487
)


67,480



(2,664
)


85,033



(3,151
)FHLMC


302,540



5



(10,229
)


292,316



157,234



(4,007
)


133,184



(6,222
)


290,418



(10,229
)Other


202,264







(5,121
)


197,143



76,747



(1,253
)


120,396



(3,868
)


197,143



(5,121
)Total mortgage-backed securities
    available for sale


948,123



7



(29,448
)


918,682



413,843



(9,120
)


501,806



(20,328
)


915,649



(29,448
)Total investment and
    mortgage-backed securities available for sale


1,152,233



9



(34,518
)


1,117,724



498,853



(9,874
)


602,931



(24,644
)


1,101,784



(34,518
)Investment securities held to
    maturity:Municipal securities


225,573



6,943



(237
)


232,279



18,379



(144
)


3,342



(93
)


21,721



(237
)Mortgage-backed securities held to
    maturity:FNMA


5,112







(189
)


4,923











4,923



(189
)


4,923



(189
)GNMA


77,261







(1,128
)


76,133



66,867



(729
)


9,266



(399
)


76,133



(1,128
)FHLMC


662







(23
)


639











639



(23
)


639



(23
)Total mortgage-backed securities
    held to maturity


83,035







(1,340
)


81,695



66,867



(729
)


14,828



(611
)


81,695



(1,340
)Total investment and
    mortgage-backed securities held to maturity


308,608



6,943



(1,577
)


313,974



85,246



(873
)


18,170



(704
)


103,416



(1,577
)Total securities

$
1,460,841


$
6,952


$
(36,095
)

$
1,431,698


$
584,099


$
(10,747
)

$
621,101


$
(25,348
)

$
1,205,200


$
(36,095
)    89




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    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:Collateralized debt obligations

$



$



$



$
38,445


$
38,445


$



$



$



$
38,134


$
38,134U.S. Government sponsored
    enterprises notes


21,959



422,309



144,353







588,621



21,956



419,171



141,913







583,040U.S. Government sponsored
    enterprises discount notes


249,024















249,024



249,085















249,085U.S. Treasury Bills


73,183















73,183



73,200















73,200Municipals






4,255



2,947



51,123



58,325







4,255



2,947



51,123



58,325Commercial paper


49,952















49,952



49,952















49,952Other














10,000



10,000















9,875



9,875Total investment securities
    available for sale


394,118



426,564



147,300



99,568



1,067,550



394,193



423,426



144,860



99,132



1,061,611Mortgage-backed securities
    available for sale:FNMA


5



9,174



42,204



464,328



515,711



5



9,021



41,460



452,211



502,697GNMA










1,709



86,157



87,866











1,710



82,895



84,605FHLMC






15,740



33,945



264,306



313,991







15,491



33,177



255,616



304,284Other














200,832



200,832















196,259



196,259Total mortgage-backed securities
    available for sale


5



24,914



77,858



1,015,623



1,118,400



5



24,512



76,347



986,981



1,087,845Total investment and
    mortgage-backed securities available for sale


394,123



451,478



225,158



1,115,191



2,185,950



394,198



447,938



221,207



1,086,113



2,149,456Investment securities held to
    maturity:Municipal securities










2,501



220,137



222,638











2,598



226,760



229,358Mortgage-backed securities held to
    maturity:FNMA














4,372



4,372















4,200



4,200GNMA














63,122



63,122















61,367



61,367FHLMC














541



541















521



521Total mortgage-backed securities
    held to maturity














68,035



68,035















66,088



66,088Total investment and
    mortgage-backed securities held to maturity










2,501



288,172



290,673











2,598



292,848



295,446Total securities

$
394,123


$
451,478


$
227,659


$
1,403,363


$
2,476,623


$
394,198


$
447,938


$
223,805


$
1,378,961


$
2,444,902        90




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Investment
    and Mortgage-Backed Securities  (Continued)       7.
    Federal
    Home Loan Bank Stock, Federal Reserve Bank Stock and Other
    Equity Investments    2006


2005Federal Home Loan Bank stock

$
68,834


$
39,070Federal Reserve Bank stock


1,267



Other equity investments


40,674



36,375FHLB stock, Federal Reserve Bank
    stock and other equity investments

$
110,775


$
75,445   other-than-temporary
       91




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Loans
    Held for Sale    2006


2005Commercial:Secured by real estate 
    nonresidential

$
141,348


$
154,087Business


1,203



2,653Total commercial loans


142,551



156,740Consumer:Residential mortgage (one to four
    family)


310



Loans held for sale(1)

$
142,861


$
156,740     (1)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of $213,000
    and $372,000 at December 31, 2006 and 2005, respectively.    9.
    Loans
    Held in Portfolio and Allowance for Loan Losses    2006


2005Commercial:Secured by real estate 
    nonresidential

$
2,341,572


$
2,307,381Secured by real estate 
    multifamily


1,275,594



1,506,848Construction


1,054,302



494,841Business


1,461,322



863,935Total commercial loans


6,132,790



5,173,005Consumer:Residential mortgage
    (one-to-four
    family)


448,895



613,988Other(1)


53,975



51,667Total consumer loans


502,870



665,655Loans held in portfolio(2)


6,635,660



5,838,660Allowance for loan losses


(62,015
)


(64,542
)Net loans held in portfolio

$
6,573,645


$
5,774,118     (1)
    
    Amount includes deposit overdrafts
    of $999,000 and $2.5 million at December 31, 2006 and
    2005, respectively.(2)
    
    Amounts reflect net unamortized
    deferred loan fees, purchase premiums and discounts of
    $25.8 million and $7.4 million at December 31,
    2006 and 2005, respectively.   92




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Loans
    Held in Portfolio and Allowance for Loan Losses 
    (Continued)       2006


2005Adjustable-rate loans

$
3,749,132


$
2,951,945Intermediate fixed-rated loans


1,444,072



1,711,915Fixed-rate loans


1,468,275



1,182,198Loans held in portfolio(1)

$
6,661,479


$
5,846,058     (1)
    
    Amounts do not reflect net
    unamortized deferred loan fees, purchase premiums and discounts
    of $25.8 million and $7.4 million at December 31,
    2006 and 2005, respectively.  (one-to-four
    2006


2005Total nonaccrual loans from loans
    held in portfolio

$
12,311


$
19,133Other real estate owned


2,887



Total nonperforming loans

$
15,198


$
19,133Accruing loans contractually past
    due 90 days or more

$
4,339


$
5,374       2006


2005


2004Impaired loans with a valuation
    allowance

$
6,897


$
16,267


$
14,808Impaired loans without a valuation
    allowance


5,094



8,273



136Total impaired loans

$
11,991


$
24,540


$
14,944Allowance for impaired loans under
    SFAS No. 114

$
1,383


$
3,221


$
3,592Gross interest income recognized
    on impaired loans during the year

$
80


$
183


$
    93




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Loans
    Held in Portfolio and Allowance for Loan Losses 
    (Continued)      2006


2005


2004Balance at beginning of year:Allowance for loan losses

$
64,542


$
56,472


$
58,126Allowance for losses 
    unfunded commitments


3,402



3,940



2,737Total allowance for losses at
    beginning of the year


67,944



60,412



60,863Provision for losses


3,842



6,091



4,202Loans charged off


(10,694
)


(1,614
)


(4,798
)Recoveries of loans previously
    charged off


477



123



145Adjustment  acquired
    through business combinations


7,279



2,932



Total allowance for losses at end
    of year

$
68,848


$
67,944


$
60,412Allowance for loan losses

$
62,015


$
64,542


$
56,472Allowance for losses 
    unfunded commitments


6,833



3,402



3,940Total allowance for losses at end
    of year

$
68,848


$
67,944


$
60,412      10.
    Premises
    and Equipment    2006


2005Land

$
19,469


$
9,566Buildings


112,791



103,591Leasehold improvements


22,487



25,685Computer software


8,563



8,231Equipment, furniture and fixtures


34,657



30,968Gross premises and equipment


197,967



178,041Accumulated depreciation and
    amortization


(82,357
)


(79,752
)Premises and equipment, net

$
115,610


$
98,289      94




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Premises
    and Equipment  (Continued)     2007

$
3,7812008


3,2862009


2,4722010


1,0852011


9402012 and thereafter


668Total

$
12,232    11.
    Goodwill    2006


2005


2004Balance at beginning of year

$
106,648


$
68,301


$
87,437Summit Bank Corporation acquisition


126,199







Pacifica Bancorp, Inc. acquisition






23,277



Pacifica Bancorp, Inc. acquisition
    purchase price adjustment


(1,913
)






Asian American Bank &
    Trust Company acquisition






15,070



Asian American Bank &
    Trust Company acquisition purchase price adjustment


(2,098
)






First Continental Bank acquisition
    purchase price error correction










(16,791
)First Continental Bank acquisition
    purchase price adjustment










(2,345
)Bank of Canton of California
    acquisition purchase price adjustment


(2,056
)






Balance at end of year

$
226,780


$
106,648


$
68,301      95




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Core
    Deposit Intangibles    2006


2005Core deposit intangibles, gross

$
35,283


$
19,597Accumulated amortization


(6,958
)


(4,616
)Core deposit intangibles, net

$
28,325


$
14,981     2006


2005


2004Balance at beginning of period

$
14,981


$
9,829


$
11,111Summit Bank Corporation acquisition


16,900







Pacifica Bancorp, Inc. acquisition






3,800



Pacifica Bancorp, Inc. acquisition
    adjustment


(740
)






Asian American Bank &
    Trust Company acquisition






2,900



Asian American Bank &
    Trust Company acquisition adjustment


(150
)






Amortization


(2,342
)


(1,345
)


(1,282
)Impairment write-downs


(324
)


(203
)


Balance at end of period

$
28,325


$
14,981


$
9,829       2007

$
5,0862008


5,0862009


4,3202010


4,0652011


3,8842012 and thereafter


5,884Total

$
28,325    13.
    Mortgage
    Servicing Rights    2006


2005Mortgage servicing rights, gross

$
19,971


$
14,341Accumulated amortization


(6,698
)


(3,699
)Mortgage servicing rights, net

$
13,273


$
10,642  96




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Mortgage
    Servicing Rights  (Continued)    2006


2005


2004Balance at beginning of period

$
10,642


$
7,747


$
4,006Addition/Capitalization


6,812



5,192



5,209Amortization


(2,999
)


(2,297
)


(1,388
)Write-downs


(1,182
)






(80
)Balance at end of period

$
13,273


$
10,642


$
7,747         2006


2005Fair value of mortgage servicing
    rights

$
18,010


$
14,036Expected weighted-average life (in
    years)


4.45



4.97Range of prepayment speed
    assumptions (annual CPR)


13%-29
%


10%-20
%Discount rate assumption


12.94
%


12.85
%Decrease in fair value from 10%
    adverse CPR change

$
(770
)

$
(617
)Decrease in fair value from 20%
    adverse CPR change

$
(1,454
)

$
(1,161
)Decrease in fair value from
    100 basis point adverse discount rate change

$
(442
)

$
(355
)Decrease in fair value from
    200 basis point adverse discount rate change

$
(864
)

$
(693
)    97




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   14.
    Deposits    2006


2005NOW, checking and money market
    accounts

$
2,194,176


$
1,784,065Savings accounts


942,672



946,714Time deposits:Less than $100,000


1,410,162



1,203,001$100,000 or greater


2,655,835



2,330,389Total time deposits


4,065,997



3,533,390Total deposits

$
7,202,845


$
6,264,169     2006


2005Noninterest bearing deposits

$
19,744


$
Interest bearing deposits


898,480



555,526Total deposits

$
918,224


$
555,526     2007

$
3,961,0852008


51,0672009


19,4742010


18,6942011


15,6112012 and thereafter


66Total

$
4,065,997     2006


2005


2004NOW, checking and money market
    accounts

$
41,282


$
20,572


$
9,295Savings accounts


9,527



9,336



8,451Time deposits


159,844



93,983



49,979Less penalties for early withdrawal


(594
)


(574
)


(458
)Total

$
210,059


$
123,317


$
67,267  98




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Borrowings  Securities
    Sold Under Agreements to Repurchase
    Average balance outstanding

$
162,124Maximum amount outstanding at any
    month end period


401,600Balance outstanding at end of
    period


401,600Weighted average interest rate
    during the period


3.56
%Weighted average interest rate at
    end of period


3.71
%Weighted average remaining term to
    maturity at end of period (in years)


6.1   3-month 3-month
   99




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Borrowings 
    (Continued)    Long-Term
    and Short-Term Borrowings
    2006


2005


2004Short-term borrowings:Federal Home Loan Bank
    advances and other short-term borrowings:Average balance outstanding

$
224,234


$
301,400


$
164,964Maximum amount outstanding at any
    month end period


654,636



566,169



300,695Balance outstanding at end of
    period


654,636



279,425



72,310Weighted average interest rate
    during the period


4.52
%


3.51
%


1.30
%Weighted average interest rate at
    end of period


5.21
%


4.09
%


1.22
%Weighted average remaining term to
    maturity at end of period (in years)










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

$
683,978


$
361,677


$
299,253Maximum amount outstanding at any
    month end period


906,651



562,033



335,104Balance outstanding at end of
    period


906,651



562,033



334,952Weighted average interest rate
    during the period


4.89
%


5.15
%


5.00
%Weighted average interest rate at
    end of period


4.72
%


4.76
%


4.89
%Weighted average remaining term to
    maturity at end of period (in years)


5.4



5.0



2.9       2007

$
291,5002008


2009


175,0002010


200,0002011


50,000Total

$
716,500   Accounting
    for Transfers and Servicing of Financial Assets
 100




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Borrowings 
    (Continued)   and Extinguishment of Liabilities.
    2007

$
731,1462008


233,4252009


25,2452010


40,1352011


25,4542012 and thereafter


505,882Total

$
1,561,287     16.
    Subordinated
    Debentures         101




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Subordinated
    Debentures  (Continued)         102




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Subordinated
    Debentures  (Continued)      2006


2005Capital


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











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











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











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, 12/30Total Balance





$
233,318


$
240,549


$
146,000


$
150,520  103




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    COMBINED
    BALANCE SHEETS
  2006


2005ASSETSInvestment in subordinated
    debentures of UCBH Holdings, Inc., at cost (fair value of
    $240,549 and $150,520 at December 31, 2006 and 2005,
    respectively)

$
240,549


$
150,520Accrued interest receivable


1,641



1,148Other assets


765



595Total assets

$
242,955


$
152,263LIABILITIES AND
    STOCKHOLDERS EQUITYTrust preferred securities

$
233,318


$
146,000Accrued interest payable


1,413



1,114Total liabilities


234,731



147,114Common stock


7,231



4,520Retained earnings


993



629Total stockholders equity


8,224



5,149Total liabilities and
    stockholders equity

$
242,955


$
152,263     COMBINED
    STATEMENTS OF OPERATIONS
  2006


2005


2004Interest income from subordinated
    debentures of UCBH Holdings, Inc.

$
12,106


$
9,643


$
8,439Interest expense from trust
    preferred securities


11,742



9,353



8,185Net income

$
364


$
290


$
254   17.
    Minimum
    Regulatory Capital Requirements     104




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    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,
    2006Total 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
%As of December 31, 2005(1)Total capital to risk-weighted
    assets:UCBH Holdings, Inc. and
    subsidiaries

$
715,666



11.33
%

$
505,223



8.00
%


N/A



N/AUnited Commercial Bank


692,770



10.98



504,717



8.00


$
630,897



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

$
647,871



10.26
%

$
252,612



4.00
%


N/A



N/AUnited Commercial Bank


624,975



9.91



252,359



4.00


$
378,538



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

$
647,871



8.56
%

$
302,825



4.00
%


N/A



N/AUnited Commercial Bank


624,975



8.26



302,643



4.00


$
378,304



5.00
%     (1)
    
    Amounts reflect the effects of the acquisitions of Summit Bank
    Corporation at December 29, 2006, and Pacifica Bancorp,
    Inc. and Asian American Bank & Trust Company at
    December 31, 2005. 105




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##### Table of Contents



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


$
837,698As of December 31,
    2005:GAAP capital

$
603,514


$
726,618


$
603,514


$
726,618Nonallowable components:Unrealized losses on securities
    available for sale


19,986



19,986



19,986



19,986Goodwill and other disallowed
    intangibles


(121,629
)


(121,629
)


(121,629
)


(121,629
)Mortgage servicing
    rights  excess














Additional capital components:Qualifying trust preferred
    securities


146,000







146,000



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










67,795



67,795Regulatory capital

$
647,871


$
624,975


$
715,666


$
692,770     18.
    Earnings
    Per Share  two-for-one
 106




---



##### Table of Contents



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


Shares


Per Share(Numerator)


(Denominator)


AmountYear 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


$
1.02Year ended December 31,
    2004:Net income  basic

$
85,603



90,522,594


$
0.95Effect of stock options






4,720,028Net income  diluted

$
85,603



95,242,622


$
0.90     19.
    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.
 107




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Employee
    Benefit Plans  (Continued)    Share-Based Payment.
        2006


2005


2004Dividend yield


0.61
%


0.60
%


0.44
%Volatility


29.88
%


29.03
%


21.99
%Risk-free interest rate


4.72
%


4.22
%


4.24
%Expected lives (years)


7.47



7.50



7.56    108




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Employee
    Benefit Plans  (Continued)     WeightedAverageWeighted


Remaining


AggregateNumber of


Average


Contractual


IntrinsicShares


Exercise Price


Term


ValueOptions outstanding at
    December 31, 2003


9,910,372


$
6.54



6.46


$
128,173Granted


5,504,100



18.93Exercised


(1,055,068
)


5.57Canceled


(317,086
)


17.35Expired






Options outstanding at
    December 31, 2004


14,042,318


$
11.23



6.84


$
164,081Granted


1,552,300



19.09Exercised


(786,614
)


4.91Canceled


(347,878
)


18.31Expired


(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
)


7.48Canceled


(121,500
)


18.16Expired


(47,683
)


18.66Options outstanding at
    December 31, 2006


14,834,395


$
12.78



5.82


$
70,878Shares exercisable:December 31, 2006


13,691,898


$
12.37



5.53


$
71,049December 31, 2005


14,284,020



12.18



6.64



81,476December 31, 2004


7,549,084



5.68



5.50



130,255         WeightedAverage Fair


Total IntrinsicValue of


Value of


Total FairOptions


Options


Value ofGranted


Exercised


Vested OptionsYear Ended December 31, 2006

$
7.21


$
6,204


$
290Year Ended December 31, 2005


7.59



10,774



49,457Year Ended December 31, 2004


6.63



15,393



8,496  109




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Employee
    Benefit Plans  (Continued)    Options


Weighted Average


Weighted Average


Options


Weighted AverageExercise Price

Outstanding


Exercise Price


Remaining Life


Exercisable


Exercise Price$1.88-$2.25


1,497,216


$
1.88



1.99



1,497,216


$
1.88$2.26-$4.51


136,956



2.91



3.23



136,956



2.91$4.52-$6.77


3,849,804



6.15



4.30



3,849,804



6.15$6.78-$9.03


266,324



7.21



4.99



266,324



7.21$9.04-$11.29


675,466



10.01



4.97



675,466



10.01$11.30-$13.55


299,765



12.38



6.29



299,765



12.38$13.56-$15.81


498,664



15.00



7.10



404,164



14.82$15.82-$18.07


1,472,000



17.30



8.54



652,669



16.97$18.08-$20.33


5,398,400



18.83



7.24



5,169,734



18.82$20.33-$22.59


739,800



21.25



6.14



739,800



21.25Total/Average


14,834,395


$
12.78



5.82



13,691,898


$
12.37     2005


2004Net income:As reported

$
97,826


$
85,603Deduct: Total stock-based employee
    compensation expense determined under fair value based method of
    all awards, net of related tax effects


(25,917
)


(6,367
)Pro forma net income

$
71,909


$
79,236Basic earnings per share:As reported

$
1.06


$
0.95Pro forma

$
0.78


$
0.88Diluted earnings per share:As reported

$
1.02


$
0.90Pro forma

$
0.75


$
0.83     United
    Commercial Bank Savings Plus Plan
   110




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Employee
    Benefit Plans  (Continued)      Summit
    Bank Corporation Savings Plan
    20.
    Federal
    and State Taxes on Income    2006


2005


2004Current tax expense:Federal

$
47,814


$
40,227


$
38,115State


4,188



10,817



8,001Total current tax expense


52,002



51,044



46,116Deferred tax (benefit) expense:Federal


(981
)


(4,374
)


2,806State


(84
)


(326
)


479Total deferred tax (benefit)
    expense


(1,065
)


(4,700
)


3,285Income tax expense

$
50,937


$
46,344


$
49,401  111




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Federal
    and State Taxes on Income  (Continued)    2006


2005Deferred tax assets:Loan and OREO loss allowances

$
21,111


$
21,909Market value adjustments on
    certain securities


907



904Unrealized losses on available for
    sale securities


12,034



10,846State taxes


7,319



3,705Compensation and benefits


4,000



2,398Net operating loss carryforwards


2,435



Other


2,017



486Valuation allowance


(1,694
)


Total deferred tax assets


48,129



40,248Deferred tax liabilities:Fixed asset basis differences


1,509



(1,731
)Deferred loan fees


(8,157
)


(8,246
)FHLB dividends


(4,362
)


(3,554
)Purchase accounting adjustments


(24,532
)


(27,378
)Other


(5,067
)


(3,733
)Total deferred tax liabilities


(40,609
)


(44,642
)Net deferred tax assets
    (liabilities)

$
7,520


$
(4,394
)     2006


2005Net deferred assets (liabilities):Federal income tax

$
6,510


$
(4,159
)State franchise tax


1,010



(235
)Net deferred tax assets
    (liabilities)

$
7,520


$
(4,394
)     2007

$
5392008


8782009


1612010


6452011


942012


2013


118Total

$
2,435    112




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20.
    Federal
    and State Taxes on Income  (Continued)      2006


2005


2004Federal 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


(5.9
)


(3.2
)


(3.2
)Tax-exempt income


(2.2
)


(2.3
)


(2.3
)Section 965 repatriation






(2.7
)


Other, net


(0.3
)


(1.7
)


0.1Effective income tax rate


33.6
%


32.1
%


36.6
%           21.
    Concentration
    of Credit Risk   113




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   21.
    Concentration
    of Credit Risk  (Continued)    22.
    Related
    Party Transactions    23.
    Derivative
    Financial Instruments and Financial Instruments with
    Off-Balance-Sheet Risk     114




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.
    Derivative
    Financial Instruments and Financial Instruments with
    Off-Balance-Sheet
    Risk  (Continued)     2006


2005Commitments to extend credit:Consumer (including residential
    mortgage)

$
88,648


$
88,407Commercial (excluding construction)


1,150,599



672,662Construction


889,294



539,955Letters of credit


140,684



90,595Foreign exchange contracts
    receivable


(385,301
)


(159,957
)Foreign exchange contracts payable


220,515



57,825Put options to buy


5,329



11,269Put options to sell


(5,329
)


(11,269
)Interest rate swap contract


25,000



Interest rate floor contract


25,000



Unfunded CRA investment commitments


3,623



4,760Total

$
2,158,062


$
1,294,247   Commitments
  case-by-case
    over-the-counter
   115




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.
    Derivative
    Financial Instruments and Financial Instruments with
    Off-Balance-Sheet
    Risk  (Continued)        24.
    Commitments
    and Contingent Liabilities  Lease
    Commitments
    2007

$
10,1202008


8,5062009


6,7812010


5,9652011


4,4482012 and thereafter


14,504Total

$
50,324     Contingent
    Liabilities
    25.
    Fair
    Value of Financial Instruments  Disclosures about Fair Value of
    Financial Instrument point-in-time
 116




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25.
    Fair
    Value of Financial Instruments  (Continued)     2006


2005Carrying


Estimated


Carrying


EstimatedAmount


Fair Value


Amount


Fair ValueFinancial assets:Cash and due from banks

$
204,392


$
204,392


$
200,072


$
200,072Federal funds sold


150,027



150,027



2,993



2,993Securities purchased under
    agreements to resell


175,000



194,304







Investments and mortgage-backed
    securities available for sale


2,149,456



2,149,456



1,117,724



1,117,724Investments and mortgage-backed
    securities held to maturity


290,673



295,446



308,608



313,974Federal Home Loan Bank stock,
    Federal Reserve Board stock and other equity investments


110,775



110,775



75,445



75,445Loans held for sale


142,861



152,094



156,740



156,948Loans held in portfolio


6,635,660



6,679,375



5,838,660



5,814,038Accrued interest receivable


50,803



50,803



37,750



37,750Mortgage servicing rights, net


13,273



18,010



10,642



14,036Customers liability on
    acceptances


61,013



61,013



27,133



27,133Financial
    liabilities:Noninterest bearing deposits


767,714



767,714



558,649



558,649Interest bearing deposits


6,435,131



6,466,690



5,705,520



5,721,494Securities sold under agreements
    to repurchase


401,600



407,134







Short-term borrowings


654,636



657,774



279,425



279,780Subordinated debentures


240,549



242,967



150,520



150,520Long-term borrowings


906,651



907,981



562,033



570,644Accrued interest payable


21,018



21,018



12,582



12,582Acceptances outstanding


61,013



61,013



27,133



27,133Derivatives:Foreign exchange contracts
    receivable


1,263



1,263



408



408Foreign exchange contracts payable


(803
)


(803
)


(241
)


(241
)Put option to buy


8



8



64



64Put option to sell


(8
)


(8
)


(21
)


(21
)Interest rate swap contract


(802
)


(802
)






Interest rate floor contract


93



93







  117




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25.
    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
    Deposits
   118




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25.
    Fair
    Value of Financial Instruments  (Continued)   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
   119




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   26.
    Supplemental
    Cash Flow Information    2006


2005


2004Cash paid during the period
    for:Interest

$
262,645


$
155,439


$
94,602Income taxes


56,618



35,234



36,372Noncash investing and financing
    activities:Stock warrants acquired with
    issuance of commercial loans

$
(129
)

$
(129
)

$
Income tax benefit from stock
    options exercised






3,813



5,679Common stock issued for:Acquisition of Summit Bank
    Corporation


85,786







Acquisition of Pacifica Bancorp,
    Inc.






21,092



Acquisition of Asian American
    Bank & Trust Company






15,624



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






202,045



Fair value of liabilities assumed






160,436



Acquisition of Asian American
    Bank & Trust CompanyFair value of assets acquired






153,552



Fair value of liabilities assumed






118,953



Transfer of loans from held for
    sale to held in portfolio


(87,479
)


(252,569
)


Transfer of loans to held for sale
    from held in portfolio


434,285



264,819



Transfer of other real estate
    owned to other assets from loans held in portfolio


244







Loan securitization:Loans originated in held in
    portfolio sold


176,143







147,468Mortgage-backed securities acquired


(174,721
)






(146,947
)Mortgage servicing rights acquired


(1,422
)






(521
)    27.
    Segment
    Information   120




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   27.
    Segment
    Information  (Continued)     UCBHDomestic





Total


Holdings,Banking


Other


Segments


Inc.


Intersegment


ConsolidatedYear 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
)


97,826As of December 31,
    2005:Loans held in portfolio


5,554,069



284,591



5,838,660











5,838,660Goodwill


106,648







106,648











106,648Core deposit intangible, net


14,981







14,981











14,981Total assets


7,819,458



378,792



8,198,250



750,918



(983,531
)


7,965,637Total deposits


5,727,843



555,526



6,283,369







(19,200
)


6,264,169Year ended December 31,
    2004:Total interest and dividend income


297,222



3,034



300,256







(192
)


300,064Total interest expense


(83,019
)


(1,540
)


(84,559
)


(8,216
)


192



(92,583
)Net interest income (expense)


214,203



1,494



215,697



(8,216
)






207,481Income tax benefit (expense)


(54,626
)


271



(54,355
)


4,954







(49,401
)Net income (loss)


100,706



(3,820
)


96,886



85,603



(96,886
)


85,603   121




---



##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  28.
    Parent
    Company    BALANCE
    SHEETS
  2006


2005ASSETSCash and due from banks

$
11,496


$
12,542Other equity investments


3,182



2,753Equipment, net


178



111Investment in subsidiary


1,013,437



731,408Other assets


7,202



12,065Total assets

$
1,035,495


$
758,879LIABILITIES AND
    STOCKHOLDERS EQUITYAccrued interest payable

$
2,375


$
1,113Subordinated debentures


240,549



150,520Other liabilities


6,500



3,732Total liabilities


249,424



155,365Common stock


994



940Additional paid-in capital


341,616



247,340Retained earnings


464,616



375,220Accumulated other comprehensive
    loss


(21,155
)


(19,986
)Total stockholders equity


786,071



603,514Total liabilities and
    stockholders equity

$
1,035,495


$
758,879  122




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   28.
    Parent
    Company  (Continued)    STATEMENTS
    OF OPERATIONS
  2006


2005


2004Income:Dividends from subsidiary

$
7,500


$
30,000


$
Acquisition termination fee


5,000







Other income


15







Total income


12,515



30,000



Expense:Interest expense on junior
    subordinated debentures


12,106



9,353



8,185Loss on extinguishment of
    subordinated debentures






1,196



Other general and administrative


7,099



6,788



4,985Total expense


19,205



17,337



13,170Income (loss) before income tax
    benefit and equity in undistributed net income of subsidiary


(6,690
)


12,663



(13,170
)Income tax benefit


4,740



5,573



4,954Equity in undistributed net income
    of subsidiary


102,827



79,590



93,819Net income

$
100,877


$
97,826


$
85,603  123




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   28.
    Parent
    Company  (Continued)    STATEMENTS
    OF CASH FLOWS
  2006


2005


2004Cash flows from operating
    activities:Net income

$
100,877


$
97,826


$
85,603Adjustments to reconcile net
    income to net cash provided by (used for) operating activities:Equity in undistributed net income
    of subsidiary


(102,827
)


(79,590
)


(93,819
)Loss on extinguishment of
    subordinated debenture






1,196



Depreciation expense


67



70



45Amortization of subordinated
    debenture fees


122



165



173Loss on sale of equipment


14







Excess tax benefit from stock
    option exercises


(2,007
)






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


6,754



13,935



9,789Increase in accrued interest
    payable


1,262



12



121Increase (decrease) in other
    liabilities


(320
)


(246
)


1,214Net cash provided by operating
    activities


3,942



33,368



3,126Cash flows from investing
    activities:Cash acquired from Summit Bank
    Corporation acquisition


39







Capital contribution to
    subsidiaries


(77,326
)


(30,200
)


(71
)Equity investment purchase


(406
)


(2,753
)


Purchases of equipment


(162
)


(111
)


(46
)Proceeds from sale of equipment


14







Net cash used in investing
    activities


(77,841
)


(33,064
)


(117
)Cash flows from financing
    activities:Proceeds from stock option
    exercises


4,374



3,863



5,824Proceeds from issuance of
    subordinated debentures


77,321



40,000



Redemption of subordinated
    debenture






(30,000
)


Excess tax benefit from stock
    option exercises


2,007







Payment of cash dividend on common
    stock


(10,849
)


(8,700
)


(6,779
)Net cash provided by (used in)
    financing activities


72,853



5,163



(955
)Net (decrease) increase in cash
    and cash equivalents


(1,046
)


5,467



2,054Cash and cash equivalents
    beginning of year


12,542



7,075



5,021Cash and cash equivalents end of
    year

$
11,496


$
12,542


$
7,075  124




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  29.
    Unaudited
    Quarterly Condensed Consolidated Financial Information    Three Months EndedDecember 31,


September 30,


June 30,


March 31,2006: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 shareBasic

$
0.28


$
0.27


$
0.27


$
0.25Diluted

$
0.27


$
0.26


$
0.26


$
0.242005:Total interest and dividend income

$
117,459


$
104,046


$
96,873


$
84,022Total interest expense


(52,097
)


(43,930
)


(37,227
)


(28,656
)Net interest income


65,362



60,116



59,646



55,366Recovery of (provision for) loan
    losses


(3,231
)


105



(1,775
)


(1,190
)Noninterest income


8,407



4,563



5,668



8,046Noninterest expense


(33,301
)


(25,971
)


(30,428
)


(27,213
)Income before income tax expense


37,237



38,813



33,111



35,009Income tax expense


(12,104
)


(13,290
)


(7,747
)


(13,203
)Net income

$
25,133


$
25,523


$
25,364


$
21,806Earnings per share:Basic

$
0.27


$
0.28


$
0.28


$
0.24Diluted

$
0.26


$
0.27


$
0.27


$
0.23   30.
    Subsequent
    Events   125




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##### Table of Contents



UCBH
    HOLDINGS, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   30.
    Subsequent
    Events  (Continued)  break-
   126




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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.          Form 10-K.
 127




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    Item 9B.
    Other
    Information   128




---



##### 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   129




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##### Table of Contents



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


69Consolidated
    Balance Sheets as of December 31, 2006 and 2005


71Consolidated
    Statements of Operations for the years ended December 31,
    2006, 2005 and 2004


72Consolidated
    Statements of Changes in Stockholders Equity and
    Comprehensive Income (Loss) for the years ended
    December 31, 2006, 2005 and 2004


73Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004


74Notes to
    Consolidated Financial Statements


75       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, 20063
.1

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

10-Q

000-24947


3.1


May 10, 20043
.2

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

10-Q

000-24947


3.2


May 10, 20043
.3

Certificate of Designation,
    Preferences and Rights of Series A Participating Preferred
    Stock (filed as Exhibit A to Exhibit 4.7 hereto)

8-K

000-24947


1


January 29, 2003 130




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith4
.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












ü4
.10

Junior subordinated indenture
    between UCBH Holdings, Inc. and Wilmington Trust Company, as
    trustee, dated December 28, 2006












ü4
.11

Junior Subordinated Indenture
    between Summit Bank Corporation and The Bank of New York, as
    trustee, dated September 30, 2003












ü10
.1

Employment Agreement between UCBH
    Holdings, Inc., United Commercial Bank and Thomas S. Wu

10-Q

000-24947


10.1


November 9, 200410
.2

Form of Change in Control Agreement
    among UCBH Holdings, Inc., United Commercial Bank and Jonathan
    H. Downing

8-K

000-24947


10.2


June 13, 200510
.3

Form of Change in Control Agreement
    among UCBH Holdings, Inc., United Commercial Bank and Sylvia Loh
    as well as certain other Executive Vice Presidents of UCBH
    Holdings, Inc. or United Commercial Bank

10-Q

000-24947


10.3


November 9, 200410
.4

Form of Change in Control Agreement
    among UCBH Holdings, Inc., United Commercial Bank and Ka Wah
    (Tony) Tsui as well as certain other Senior Vice Presidents of
    UCBH Holdings, Inc. or United Commercial Bank

10-Q

000-24947


10.4


November 9, 200410
.5

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

8-K

000-24947


10.1


June 8, 200510
.6

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

8-K

000-24947


10.1


June 13, 2005 131




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##### Table of Contents



Exhibit



Incorporated by Reference

FiledNumber

Exhibit Description

Form

File No.

Exhibit


Filing Date

Herewith10
.7

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

10-Q

000-24947


10.1


April 27, 200610
.8

UCBH Holdings, Inc. 2006 Equity
    Incentive Plan, (formerly known as UCBH Holdings, Inc. 1998
    Stock Option Plan)

10-Q

000-24947


10.8


August 9, 200610
.9

UCBH Holdings, Inc. Senior
    Executive Annual Incentive Plan

10-Q

000-24947


10.9


August 9, 200610
.10

Form of Indemnification Agreement
    of UCBH Holdings, Inc.

8-K

000-24947


10.1


May 18, 200610
.11

Form of Indemnification Agreement
    of United Commercial Bank

8-K

000-24947


10.2


May 18, 200610
.12

Post Retirement Compensation
    Agreement between Pin Pin Chau, Chief Executive Officer of
    Summit Bank Corporation, and Summit Bank Corporation dated
    December 20, 2004












ü14
.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












ü31
.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 132




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##### Table of Contents



SIGNATURES        /s/  Thomas
    S. Wu        
         Name

Title

Date/s/  Thomas
    S. WuThomas
    S. Wu

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

March 1, 2007/s/  Dennis
    WuDennis
    Wu

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

March 1, 2007/s/  Anthony
    Y. ChanAnthony
    Y. Chan

Director

March 1, 2007/s/  Joseph
    J. JouJoseph
    J. Jou

Lead Director

March 1, 2007/s/  Li-Lin
    KoLi-Lin
    Ko

Director

March 1, 2007/s/  James
    KwokJames
    Kwok

Director

March 1, 2007/s/  David
    S. NgDavid
    S. Ng

Director

March 1, 2007/s/  Richard
    Li-Chung WangRichard
    Li-Chung Wang

Director

March 1, 2007/s/  Dr.
    Godwin WongDr.
    Godwin Wong

Director

March 1, 2007  133