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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2003 Commission File No.: 000-24947 UCBH HOLDINGS, INC.  DELAWARE
(State or other jurisdiction of incorporation or organization)
    
    94-3072450
(I.R.S. Employer Identification No.)711 VAN NESS AVENUE, SAN FRANCISCO, CALIFORNIA
(Address of principal executive offices)
    
    94102
(Zip Code)
 Registrants telephone number, including area code: (415) 928-0700 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
(Title of class) PREFERRED STOCK PURCHASE RIGHTS
(Title of class) Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ] The aggregate market value of the common stock held by non-affiliates of
the registrant, i.e., persons other than directors and executive officers of
the registrant, is $1,207,866,948 and is based upon the last sales price as
quoted on The Nasdaq National Stock Market as of June 30, 2003. As
of March 10, 2004, the Registrant had 45,124,646 shares of common
stock, par value $0.01 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions
of the Annual Report to Shareholders for the year ended December 31, 2003, are incorporated by reference into Part II of thisForm 10-K. Portions of the Proxy Statement for the April 29, 2004 Annual Meeting of
Stockholders are incorporated by reference into Part III of thisForm 10-K.




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TABLE OF CONTENTS FORM 10-K PART I
    
    Item 1.
    
    Business
    
    
    1Market Area
    
    
    2Current Banking Services
    
    
    2Subsidiaries of the Company and the Bank
    
    
    3Lending Activities
    
    
    3Deposits
    
    
    6Competition
    
    
    6Historical Operations
    
    
    6Supervision and Regulation
    
    
    8Employees
    
    
    12Availability of Exchange Act Reports on the Companys Web Site
    
    
    12Executive Officers of the Registrant
    
    
    13Item 2.
    
    Properties
    
    
    15Item 3.
    
    Legal Proceedings
    
    
    15Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    15PART II
    
    Item 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters
    
    
    15Item 6.
    
    Selected Financial Data
    
    
    15Item 7.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    15Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    16Item 8.
    
    Financial Statements and Supplementary Data
    
    
    16Item 9.
    
    Changes in and
Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    16Item 9A.
    
    Controls and Procedures
    
    
    16PART III
    
    Item 10.
    
    Directors and Executive Officers of the Registrant
    
    
    16Item 11.
    
    Executive Compensation
    
    
    16Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    17Item 13.
    
    Certain
Relationships and Related Transactions
    
    
    17Item 14.
    
    Principal
Accounting Fees and Services
    
    
    17PART IV
    
    Item 15.
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    
    17Signatures
    
    
    
    
    
    
    19Exhibit IndexEXHIBIT 13.0EXHIBIT 21.0EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32




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Certain statements contained in this annual report on Form 10-K, including
without limitation, statements containing the words confident that,
believes, plans, expects, anticipates, and words of similar import,
constitute forward-looking statements within the meaning of applicable law.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general
economic and business conditions in those areas in which the Company operates;
demographic changes; the ability of the Company to assimilate recent
acquisitions; competition; fluctuations in market interest rates; changes in
business strategies; changes in governmental regulations; changes in credit
quality and other risks and other uncertainties including those detailed in the
reports filed by the Company with the Securities and Exchange Commission (the
SEC). Given these risks and uncertainties, undue reliance should not be
placed on such forward-looking statements. 
 PART I 
 Item 1. Business UCBH Holdings, Inc. (UCBH, the Company, we, us, or our) is a
Delaware corporation incorporated in 1998 that is registered with the Board of
Governors of the Federal Reserve System as a bank holding company. We conduct
our principal business through our wholly owned banking subsidiary, United
Commercial Bank (UCB or the Bank), which makes up almost all of our
consolidated assets and revenues. UCB is a California state-chartered
commercial bank. The Company was founded as United Federal Savings and Loan Association in
1974 to serve the financial needs of the San Francisco Chinese community. As
the Chinese-American population grew significantly and expanded into new
communities throughout California, we became United Savings Bank, F.S.B. to
provide statewide banking services. In 1998, reflecting a rapidly growing
focus on our commercial banking capabilities, we converted our charter to
become United Commercial Bank. On November 5, 1998, the Company went public
and started trading on The Nasdaq National Stock Market under the symbol
UCBH. In 2002, we increased our presence in California and opened our first
branch in New York. On October 28, 2002, we acquired all of the outstanding
shares of Bank of Canton of California, a $1.45 billion California banking
corporation (BCC). The Company issued approximately 2.7 million shares of
its common stock and paid $168.8 million in cash, for a total purchase price of
$220.0 million. BCC was immediately merged into the Bank. BCC was a
Chinese-focused commercial bank headquartered in San Francisco, with eight
offices in the Bay Area and four offices in metropolitan Los Angeles. BCC was
founded in 1937 as a California-based institution whose mission was to serve
the Chinese communities in San Francisco. On December 13, 2002, the Bank
purchased certain assets and assumed certain liabilities of a branch of
Broadway National Bank, a national banking association (BNB) located in
Brooklyn, New York. As of the acquisition date, the acquired BNB branch had
total deposits of $13.5 million. In 2003, the Company completed its acquisition of privately-held First
Continental Bank (FCB), a full-service commercial bank headquartered in
Rosemead, California, with four branches serving the San Gabriel Valley in
Southern California. The Company issued approximately 2.3 million shares of
its common stock in exchange for all of the outstanding shares of common stock
of FCB. As of the acquisition date of July 11, 2003, FCB had total assets of
$356.7 million, loans of $243.1 million and deposits of $325.6 million. Also during 2003, the Company was granted a full banking license by the
Hong Kong Monetary Authority, enabling the Company to commence a full-service
Hong Kong branch in the second half of 2003. This license allows us to engage
in a wide range of banking activities in Hong Kong, including deposit
generation and international trade finance lending activities. The Hong Kong
branch should further enhance our capability to grow our international banking
business across the Pacific Rim in the future. In early 2004, the Banks wholly owned subsidiary, UCB Investment
Services, Inc. (UCBIS) commenced business. UCBIS is a registered
broker-dealer with the NASD and SEC. UCBIS will act as an introducing broker
in sales of shares of mutual funds, listed and over-the-counter equities, and
corporate, municipal, and U.S. government 1




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debt. UCBIS will also sell variable annuities and covered options for its
customers. UCBIS is registered with the Municipal Securities Rulemaking Board
(MSRB) as a municipal securities broker-dealer and is a member of SIPC.
UCBIS will not have custody or possession of customer funds or securities.
Customer accounts will be carried on a fully-disclosed basis at National
Financial Services, LLC, UCBIS clearing firm. We intend to continue to grow within our existing markets, to further
expand by new branch openings or acquisition of financial institutions in
existing markets, and to branch into or acquire financial institutions in other
markets consistent with our capital requirements and management abilities. 
 Market Area We concentrate on marketing our services in the San Francisco Bay area,
which includes the City of San Francisco, the South Bay, and the East Bay, the
Sacramento/Stockton metropolitan area, and the Los Angeles metropolitan area,
focusing on the areas with a high concentration of ethnic Chinese. The ethnic
Chinese markets within our primary market area have grown rapidly. Based on
Census 2000, there were 4.2 million Asians living in California, and there were
also approximately 240,000 Asians and Pacific Islanders living in San Francisco
County, which is approximately 31% of the total population of the county. We currently have 41 offices in the State of California, one office in
Brooklyn, New York, and one office in Hong Kong, China. Our Northern
California locations include 26 offices, and we have 15 offices in Southern
California. Our new business is approximately equally divided between Northern
and Southern California. We have tailored our products and services to meet
the financial needs of these growing Asian and ethnic Chinese communities. We
believe that this approach, together with the relationships of our management
and Board of Directors with the Asian and ethnic Chinese communities, provides
us with an advantage in competing for customers in our market area. As of
December 31, 2003, we are the leading financial institution focused on serving
the ethnic Chinese communities within the United States. 
 Current Banking Services Through our branch network, we provide a wide range of personal and
commercial banking services to small- and medium-sized businesses, business
executives, professionals and other individuals. We offer multilingual
services to all of our customers in English, Cantonese and Mandarin. We offer the following deposit products:  
    
    Business checking, savings and money market accounts
    
    Personal checking, savings and money market accounts
    
    Time deposits (certificates of deposit)
    
    Individual Retirement Accounts (IRAs) We offer a full complement of loans, including the following types of loans:  
    
    Commercial real estate loans (residential and nonresidential)
    
    Construction loans 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 U.S. importers, exporters and manufacturers
    
    Loans guaranteed by the U.S. Small Business Administration (SBA)
    
    Residential real estate loans
    
    Home equity lines of credit We provide a wide range of specialized services, including international
trade services for business clients, MasterCard and Visa merchant deposit
services, cash management services and e-business services. We also 2




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provide trade finance facilities for customers involved in the import
and/or export of goods between Asia and California. We maintain an Internet portal, www.ibankUNITED.com. This interactive
site, available in both English and Chinese versions, provides easy access to
business and personal online banking services, a trade finance management
system and a number of other features. Visitors to the site can track a stock
portfolio, make travel arrangements, shop, and get up-to-the-minute information
about events in their local community. We believe our portal serves as a
strong platform to promote the Bank, delivers advanced products and e-business
services, and provides new sources of fee income. 
 Subsidiaries of the Company and the Bank The Company has eight wholly owned subsidiaries, including the Bank. The
seven subsidiaries other than the Bank are special purpose trusts formed by the
Company for the purpose of issuing Guaranteed Preferred Beneficial Interests in
the Companys Subordinated Debentures. The Bank has five wholly owned subsidiaries. Two of the five
subsidiaries, United Commercial Bank Building Corporation (formerly known as
Bank of Canton of California Building Corporation) and California Canton
International Bank (Cayman) Limited were acquired in the BCC transaction.
United Commercial Bank Building Corporation owns the property at 555 Montgomery
Street in San Francisco, California. California Canton International Bank
(Cayman) Limited provides banking services and has deposits of $1.0 million as
of December 31, 2003 and assets consisting of Federal funds and securities.
The third subsidiary is UCBIS which is a registered broker-dealer and commenced
business in early 2004. Of the remaining two subsidiaries of the Bank, one is
inactive and the other acts as a trustee under deeds of trust securing
promissory notes held by the Bank. 
 Lending Activities Underwriting and Credit Administration.Our Board of Directors has
established credit policies for the Company. Our policies require that loans
meet minimum underwriting criteria. The Board has granted limited credit
approval authority to certain officers of the Bank. Any loan requests over
individual officer limits must be approved by the Chief Credit Officer or the
President according to their delegated underwriting authority limits.
Substantially, all loan growth results from internal originations with the
exception of Community Reinvestment Act loan purchases from third parties.
Also, the Bank may from time to time participate in loans with other banks. Our Credit Review Committee, which includes Thomas S. Wu (Chairman,
President and Chief Executive Officer or CEO), Jonathan H. Downing (Executive
Vice President and Chief Financial Officer or CFO), Ebrahim Shabudin
(Executive Vice President and Chief Credit Officer or CCO), Sylvia Loh
(Executive Vice President and Director of Commercial Banking) and Devin Abell
(First Vice President and Deputy Director of Credit Risk Management), among
others, reviews and ratifies all loans ranging from $750,000 to $5.0 million
depending on the loan type. Individual loans over $5.0 million and all loans
bringing a borrowers aggregate loan commitments over $5.0 million are reviewed
and ratified by the Board of Directors. As part of our credit administration process, we conduct an internal asset
quality review. Additionally, an outside credit review agency, composed of
former bankers and former bank regulators, reviews all commercial loans over
$100,000. Our CEO, CFO, CCO, and lending division heads meet generally every
two weeks to review nonperforming assets, classified assets, delinquencies, and
other relevant information to evaluate credit risk within our loan portfolio.
The results are reviewed by the Board of Directors quarterly. 3




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Loan Portfolio. At December 31, 2003, our loan portfolio was composed of
the following: (Dollars
    
    Percentagein Millions)
    
    of Gross LoansCommercial real estate loans
    
    $
    1,724.2
    
    
    
    45
    %Multifamily mortgage loans
    
    
    1,162.6
    
    
    
    31Construction loans
    
    
    293.9
    
    
    
    8Commercial business loans
    
    
    302.1
    
    
    
    8Residential mortgage (one to four family) loans
    
    
    274.4
    
    
    
    7Other consumer loans
    
    
    43.1
    
    
    
    1Total
    
    $
    3,800.3
    
    
    
    100
    %
 Commercial Lending.Our Commercial Banking Division is staffed with
experienced commercial lending officers. Commercial Real Estate Loans.We originate medium-term commercial real
estate loans that are secured by commercial or industrial buildings. These
properties are either used by their owners for business purposes (known as
owner-user properties) or have income derived from tenants (known as investment
properties). At December 31, 2003, we had approximately 1,900 commercial real estate
loans with a total balance of approximately $1.72 billion. The average balance
of such loans was $906,000. The majority of commercial real estate loans are
adjustable-rate mortgages, and the average loan term is approximately eight
years. During the year ended December 31, 2003, new commercial real estate loan
originations were $634.5 million, as compared to $355.7 million for 2002, and
$310.1 million for 2001. At December 31, 2003, we had $256.0 million of
commercial real estate loans in our pipeline. However, there is no assurance
that all the loans in the pipeline will close. Commercial real estate loans are generally larger and involve more risk
than residential mortgages. Payments on commercial real estate loans are
generally dependent on the successful operation or management of the
properties. Therefore, repayment is more closely tied to the state of the real
estate market and the general economy. We attempt to reduce these risks
through our conservative underwriting standards and credit review processes. Multifamily Mortgages.We originate multifamily mortgage loans that are
generally secured by five- to 50-unit residential buildings. Substantially all
of our multifamily mortgage loans are secured by properties located in our
primary market area. We obtain full credit information on multifamily mortgage
borrowers and independently verify their income and assets. We also consider
their ability to manage the multifamily property and to assume responsibility
for the debt if there are unforeseen expenses or vacancies. We offer both
fixed-rate and adjustable-rate multifamily mortgage loans. Our adjustable-rate
multifamily loans are generally fixed for either one or six months and then
adjust every six months based upon the London Interbank Offer Rate (LIBOR)
index. Multifamily loans are generally amortized over 30 years with balloon
payments in 10 or 15 years. At December 31, 2003, we had approximately 2,137 multifamily mortgage
loans with an aggregate outstanding principal balance of $1.16 billion. The
average balance of such loans was $544,000. At December 31, 2003, multifamily
loans were approximately 31% of our total loan portfolio. We originated $612.6
million of multifamily loans during 2003, as compared to $480.9 million in
2002, and $256.8 million in 2001. Construction Loans.We originate construction loans primarily for the
construction of entry-level and first-time move-up housing within California
and also for multifamily and commercial properties. We make these loans to
experienced builders and developers with whom we have relationships in our
primary market area. As of December 31, 2003, we had approximately 219
outstanding construction loans, with an aggregate principal balance of $293.9
million. The average balance of such loans was $1.3 million. New construction
originations were $344.4 million in 2003, $269.8 million in 2002, and $251.7
million in 2001. We generally originate construction loans in amounts up to 70% of either
the appraised value of the property, as improved, or the sales price, whichever
is lower. The funds are disbursed on a percentage of completion basis or as 4




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construction thresholds are met. We normally require the guarantee of
principals of corporate or partnership borrowers. Construction loans have
adjustable interest rates tied to the prime rate. Construction loans are
generally prime based, are written for a one-year term and may have up to a
one-year renewal option. Construction financing generally has a higher degree of credit risk than
long-term loans on improved, owner-occupied real estate. The risk is dependent
largely on the value of the property when completed as compared to the
estimated cost, including interest, of building it. If the estimated value is
inaccurate, the completed project may have a value too low to assure full
repayment of the loan. Commercial Business Loans.We provide commercial business loans and lines
of credit to small- and medium-sized companies for working capital purposes and
loans to finance equipment, accounts receivable and inventory. Working capital
loans are subject to annual review and generally the Bank obtains security
interests in inventory and accounts receivable. Equipment loans are secured by
the underlying equipment. Interest rates are normally based on the prime rate.
During 2003, new commercial business loan originations were $235.0 million, as
compared to $193.8 million in 2002, and $205.9 million in 2001. Unlike mortgage loans, which are secured by real estate for which a value
can be determined more easily, commercial business loans involve more risk
because repayment is substantially dependent on the cash flow of the borrowers
business. Also, any collateral securing the loan may depreciate, may be
difficult to value, or may fluctuate in value depending on the success of the
business. Commercial Lines of Credit.We provide commercial lines of credit to
small- and medium-sized companies to finance their accounts receivable and
inventory on a short-term basis (less than one year) and/or to finance their
equipment and working capital on a long-term basis (over one year). To mitigate our risk, commercial lines are guaranteed by the business
owners and are sometimes supported by junior liens on other real estate assets. Generally, we structure our short-term financing to allow the borrower to
complete its trade cycle from the purchase of inventory to collection of
receivables. The line of credit may also include an option for the issuance of
letters of credit to overseas suppliers/sellers to permit the borrower to
obtain inventory. Small Business Loans.We also originate and fund loans that qualify for a
guaranty issued by the U.S. Small Business Administration (SBA). The Bank
has been designated as a Preferred Lender Program (PLP) lender by the SBA.
As a PLP lender, the Bank can approve small business loans on behalf of the
SBA, thus providing a more expeditious loan processing time frame for our
borrowers. Currently, the SBA normally guarantees from 75% to 85% of the
principal and accrued interest of such loans. We make these loans to eligible
small businesses to finance working capital, the purchase of equipment or the
purchase of real estate. Depending on the purpose of the loan, terms generally
range from seven to 25 years. We typically require that small business loans
be secured by inventories and receivables or by real property, if commercial
real estate is being financed. Small business loans originated during 2003,
2002, and 2001 are reported in commercial real estate, commercial business, and
construction loans. During 2003, we originated $58.4 million of small business
loans, as compared to $46.2 million in 2002 and $35.1 million in 2001. Consumer Lending. We make consumer loans, primarily residential mortgage
(one to four family) loans for our customers. We also provide home equity
loans. Residential Mortgages.Although we have placed our primary emphasis on
the origination of commercial loans, we also originate consumer loans to meet
the needs of our retail customer base. The majority of our consumer loan
originations are residential mortgage loans. We originated $199.2 million of
residential mortgage loans in 2003, $128.4 million in 2002, and $126.3 million
in 2001. The increase in loan originations in 2003 reflects the refinance
activity resulting from the low market interest rate environment. We offer fixed-rate and adjustable-rate loans, including intermediate
fixed-rate mortgages. Our fixed-rate loans have terms of 15 or 30 years.
Intermediate fixed-rate mortgages have fixed interest rates for five years and
then 5




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adjust annually thereafter. We also offer ARM loans, with interest rates
that are fixed for six months and then readjust every six months. At December 31, 2003, we had approximately 1,345 residential mortgage
loans, totaling $274.4 million. At that date, the balance of an average
residential mortgage loan in our portfolio was approximately $204,000. Home Equity Lines of Credit (HELOC) and Other Consumer Loans.We also
make consumer loans, almost all of which are home equity lines of credit
secured by residential real estate. These lines generally consist of floating
rate loans tied to the prime rate. At December 31, 2003, we had approximately
$39.5 million residential mortgage HELOCs and other consumer loans totaling
$3.6 million. At that date, the balance of an average residential mortgage
HELOC and other consumer loans in our portfolio was approximately $72,000. 
 Deposits Our depositors are primarily ethnic Chinese households, small- and
medium-sized businesses owned by ethnic Chinese, and ethnic Chinese business
executives, professionals and other individuals. We offer a range of deposit
products that are traditionally provided by commercial banks. For
interest-bearing deposits, the interest rates that we pay vary depending on the
size, term and type of deposit. We set our interest rates based on our need
for funds and market competition. As of December 31, 2003, the State of
California had deposits totaling $370.0 million, or greater than 5% of total
deposits. Excluding this depositor, the top 100 depositors with the largest
aggregate account balances held less than 8.9% of our total deposits. At
December 31, 2003, our weighted average cost of deposits was 1.61%. 
 Competition The banking and financial services industry in California, and
particularly in our market areas, is highly competitive. The industry has
become increasingly competitive due in part to changes in regulation, changes
in technology and product delivery systems, and the consolidation of the
industry. We compete for loans, deposits and customers with the following
types of institutions:  
    
    Commercial banks 
    
    Savings and loan associations 
    
    Securities and brokerage companies 
    
    Mortgage companies 
    
    Insurance companies 
    
    Finance companies 
    
    Money market funds 
    
    Credit unions 
    
    Other nonbank financial service providers Many of these competitors are much larger in terms of total assets and
capitalization, have greater access to capital markets and offer a broader
array of financial services. To compete with these financial services
providers, we rely on local promotional activities, personal relationships
established by our officers, directors and bilingual employees with customers,
and specialized services tailored to meet our customers needs. We compete for deposits in the ethnic Chinese markets with other banks
that serve the Asian communities in California. We believe that we have
several major competitors targeting the ethnic Chinese markets in California.
These competitors have branch locations in many of the same neighborhoods,
provide similar services, and market their services in similar Asian
publications and media in California. Additionally, we compete with numerous
financial institutions that do not target the ethnic Chinese markets in
California. 
 Historical Operations We are a full-service commercial bank serving the ethnic Chinese and Asian
communities in our market area, offering an array of commercial bank services
and products to our customers. However, until 1996, our operations 6




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consisted of traditional thrift activities of originating residential
mortgage (one to four family) loans which we pooled or sold in the secondary
market and retained the servicing. We also originated residential (one to four
family), multifamily and commercial mortgages for our portfolio. As a result
of increased competition in the mortgage banking business, profit margins
contracted and loan servicing rights declined in value, due in part to higher
levels of prepayments. Our Board of Directors decided to shift our business
focus from that of a traditional thrift to a full-service commercial bank. The
Board saw opportunities to further improve our long-term prospects, in part by
taking advantage of our significant market share and our cross selling
opportunities to the ethnic Chinese and Asian communities in our market area. We realigned responsibilities among senior management, and hired new
officers who had experience in commercial banking and in small business lending
within our market area. In January 1998, Thomas S. Wu was appointed the
President and Chief Executive Officer of the Bank and assumed the
responsibility of successfully shifting our business focus to commercial
banking services and products. Mr. Wu has over 20 years of diversified
domestic and international commercial banking experience. On October 10, 2001,
Mr. Wu was appointed Chairman, in addition to being President and Chief
Executive Officer of the Company and the Bank. Sylvia Loh was appointed head
of the newly established Commercial Banking Division in January 1996. She also
has over 20 years of commercial banking and trade finance experience with major
financial institutions. In January 1997, William T. Goldrick was recruited and
appointed Senior Vice President and Chief Credit Officer to establish
commercial lending policies and procedures and to strengthen our credit
evaluation. In January 2004, Mr. Ebrahim Shabudin was appointed Executive Vice
President and Chief Credit Officer. Mr. Shabudin succeeds Mr. Goldrick who is
semi-retired and will work closely with Mr. Shabudin on credit approval
management. In 1996, we established the Commercial Banking Division to offer an array
of commercial bank services and products mainly to our customers in the ethnic
Chinese communities. Since its establishment, we recorded approximately $3.82
billion in new commercial loan commitments. We also opened a commercial,
construction and small business lending office in Pasadena, California, in the
second quarter of 1998. We hired a team of commercial loan officers with
commercial lending experience and a group of three small business banking
officers, all previously affiliated with one of the leading lenders focusing on
small business lending to Asians, to staff the new office. Additionally, we
transferred the Director of Construction Lending to the Pasadena office to
cultivate new construction lending relationships in Southern California. In January 1998, the Bank changed its name to United Commercial Bank from
United Savings Bank, F.S.B., to reflect our new focus on commercial banking.
On July 31, 1998, the Bank converted from a savings bank to a
California-chartered commercial bank, and UCBH Holdings, Inc. became a bank
holding company. In April 1998, in a private offering the Company issued common stock to
various institutional purchasers and individuals. In conjunction with the
private offering pursuant to the terms of an Exchange and Redemption Agreement
with selling stockholders, $120.0 million of the proceeds was exchanged for all
of the shares of Common Stock then owned by the selling stockholders.
Following the Companys offering, the Companys stock began trading on The
Nasdaq National Stock Market under the UCBH ticker on November 5, 1998. In 2000, we established two new divisions to further our commercial
banking presence. In June 2000, we established the Asia Banking Division to
build new and strengthen existing relationships with high net-worth clients
doing business in Asia, primarily in Hong Kong, China and Taiwan. Joseph Kwok
was appointed Director of Asia Banking of the newly established Division. He
has over 40 years of commercial banking experience. The International Banking
Division was established in December 2000 to enhance the Banks presence in the
international trade finance community and to promote the Bank as a full-service
provider in that arena. Unlike larger financial institutions, we provide a
greater degree of personalized service, responding and adapting more quickly to
customer needs. We are working to expand our presence in the Asian and ethnic Chinese
markets in California, New York, and Hong Kong through our multilingual ATMs,
and through our multilingual telephone banking system, customer service, loan
officers, and multilingual Internet portal. We have established branches
adjacent to Asian supermarkets in selected areas as another means of increasing
our market share and deposit base. 7




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We believe these measures position us to take advantage of the
opportunities that are presented in our market area, and help us to better
serve the growing ethnic Chinese market in California. In 2002, we increased our presence in California through the acquisition
of BCC which had done business in California for over sixty years and, like the
Bank, had deep roots in the Chinese communities of San Francisco and Los
Angeles. We also purchased a branch in Brooklyn, New York, with total deposits
of $13.5 million. This branch will serve as our platform to expand our
presence in the greater New York area with a high concentration of ethnic
Chinese. In 2003, we increased our presence in California through the acquisition
of FCB, a full-service commercial bank headquartered in Rosemead, California,
with four branches serving the San Gabriel Valley in Southern California.
Additionally in 2003, we were granted a full banking license by the Hong Kong
Monetary Authority, enabling us to open a full-service branch in Hong Kong to
further strengthen the international trade finance capabilities offered to our
California-based customers who conduct business with companies in Hong Kong,
and Taiwan. 
 Supervision and Regulation Introduction Both UCBH Holdings, Inc., as a bank holding company, and United Commercial
Bank, as a commercial bank, are extensively regulated under both federal and
state law. The following is a summary, but not a complete description, of
certain laws and regulations that govern the activities of the Company and the
Bank. Regulation of the Company The Company is a bank holding company registered with the Board of
Governors of the Federal Reserve System and is subject to the Bank Holding
Company Act of 1956, as amended, and the regulations of the Federal Reserve.
The Company files quarterly and annual reports with the Federal Reserve, as
well as any other information that the Federal Reserve may require under the
Bank Holding Company Act. The Federal Reserve examines the Company, and its
non-bank subsidiaries (Delaware and Connecticut special purpose trusts). The
Company is also a bank holding company under California law and is subject to
examination by the California Department of Financial Institutions (the DFI). The Federal Reserve has the authority to require that the Company stop an
activity, whether conducted itself or through a subsidiary or affiliate, if the
Federal Reserve believes that the activity poses a significant risk to the
financial safety, soundness or stability of the Bank. The Federal Reserve can
also regulate provisions of certain debt of bank holding companies, including
imposing ceilings on interest rates and requiring reserves on such debt. In
certain cases, the Company will have to file written notice and obtain approval
from the Federal Reserve before repurchasing or redeeming its equity
securities. Additionally, the Federal Reserve imposes capital requirements on
the Company as a bank holding company. As a registered bank holding company, the Company is required to obtain
the approval of the Federal Reserve before it may acquire all or substantially
all of the assets of any bank, or ownership or control of the voting shares of
any bank if, after giving effect to such acquisition of shares, the Company
would own or control more than 5% of the voting shares of such bank. The Bank
Holding Company Act prohibits the Company from acquiring any voting shares of,
or interest in, all or substantially all of the assets of a bank located
outside the State of California, unless such an acquisition is specifically
authorized by the laws of the state in which such bank is located. Any such
interstate acquisition is also subject to the provisions of the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994. The Company and any subsidiaries which it may acquire or organize are
deemed to be affiliates of the Bank within the meaning of that term as
defined in the Federal Reserve Act. This means, for example, that there are
limitations on loans by the Bank to affiliates and on investments by the Bank
in affiliates stock. 8




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The Company and any subsidiaries are also subject to certain restrictions
with respect to engaging in the underwriting, public sale and distribution of
securities. Qualifying bank holding companies may make an appropriate election
to the Federal Reserve may engage in a full range of financial activities,
including insurance, securities and merchant banking. As a company with securities registered under the Securities Exchange Act
of 1934, as amended (the Exchange Act), and listed on The Nasdaq National
Stock Market, the Company is also subject to the Sarbanes-Oxley Act of 2002 and
regulation by the SEC and the NASD. Regulation of the Bank Bank Regulators. The Bank is a California state-chartered commercial
bank, and its deposits are insured by the Federal Deposit Insurance Corporation
(FDIC) up to the applicable legal limits. The Bank is supervised, examined
and regulated by the Commissioner of the DFI, as well as by the FDIC. Either
of these regulators may take remedial action if it determines that the
financial condition, capital resources, asset quality, earnings prospects,
management, or liquidity aspects of the Banks operations are unsatisfactory.
Either of these agencies may also take action if the Bank or its management is
violating or has violated any law or regulation. No regulator has taken any
such actions against the Bank in the past. Safety and Soundness Standards. The FDIC and the Federal Reserve have
adopted guidelines that establish standards for safety and soundness of banks.
They are designed to identify potential safety and soundness problems and
ensure that banks address those concerns before they pose a risk to the deposit
insurance fund. If the FDIC or the Federal Reserve determines that an
institution fails to meet any of these standards, the agency can require the
institution to prepare and submit a plan to come into compliance. If the
agency determines that the plan is unacceptable or is not implemented, the
agency must, by order, require the institution to correct the deficiency. The FDIC and the Federal Reserve also have safety and soundness
regulations and accompanying guidelines on asset quality and earnings
standards. The guidelines provide six standards for establishing and
maintaining a system to identify problem assets and prevent those assets from
deteriorating. The guidelines also provide standards for evaluating and
monitoring earnings and for ensuring that earnings are sufficient to maintain
adequate capital and reserves. If an institution fails to comply with a safety
and soundness standard, the agency may require the institution to submit and
implement an acceptable compliance plan or face enforcement action. Other Regulations. The activities of the Bank as a consumer lender also
are subject to regulations under various federal laws, including the Truth in
Lending, the Equal Credit Opportunity, the Fair Credit Reporting, the
Electronic Fund Transfer and the Fair Debt Collection Practices Acts, the USA
PATRIOT Act, the Community Reinvestment Act, as well as various state laws.
These statutes impose requirements on the making, enforcement, and collection
of consumer loans and on the types of disclosures that need to be made in
connection with such loans. Deposit Insurance Assessments The FDIC charges an annual assessment ranging from zero to $0.27 per $100
of domestic deposits for the insurance of deposits based on the risk that a
particular institution poses to its deposit insurance fund. An institutions
premium assessment is based on the probability that the deposit insurance fund
will incur a loss with respect to the institution, the likely amount of any
such loss, and the revenue needs of the deposit insurance fund. The FDIC sets
semi-annual assessments in an amount necessary to maintain or increase the
reserve ratio of the insurance fund to at least 1.25% of insured deposits or a
higher percentage as determined to be justified by the FDIC. Legislation has
been introduced in Congress that, if enacted, would require among other things
that all depository institutions pay some deposit insurance premiums. The Deposit Insurance Fund Act of 1996 included provisions to strengthen
the Savings Association Insurance Fund (SAIF) and to repay outstanding bonds
that were issued to recapitalize the SAIFs predecessor as a result of payments
made due to the insolvency of savings and loan associations and other federally
insured savings institutions. After January 1, 2001, banks must contribute
towards paying off the financing bonds, including interest. In 2003, the cost
to the Bank was $0.02 per $100 of deposits for a total of $695,000. 9




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##### Table of Contents



Capital Requirements. The Bank is subject to the risk-based capital
guidelines of the FDIC. These guidelines provide a framework that is sensitive
to differences in risk between banking institutions. The amount of regulatory
capital that the Bank is required to have is dependent on the risk-weighting of
its assets. The ratio of its regulatory capital to its risk-weighted assets is
called its risk-based capital ratio. Assets and certain off-balance-sheet
items are allocated into four categories based on the risk inherent in the
asset, and are weighted from 0% to 100%. The higher the category, the more
risk the Bank is subject to and thus more capital that is required. As of
December 31, 2003, the Banks risk-based capital ratio was 12.18%. The guidelines divide a banks capital into two tiers. Tier I includes
common equity, retained earnings, certain non-cumulative perpetual preferred
stock, and minority interests in equity accounts of consolidated subsidiaries.
Goodwill and other intangible assets (except for mortgage servicing rights and
purchased credit card relationships, subject to certain limitations) are
subtracted from Tier I capital. Tier II capital includes, among other items, cumulative perpetual and
long-term, limited-life preferred stock, mandatory convertible securities,
certain hybrid capital instruments, term subordinated debt and the allowance
for loan losses (subject to certain limitations). Certain items are required
to be deducted from Tier II capital. Banks must maintain a total risk-based
capital ratio of 8%, of which at least 4% must be Tier I capital. In addition, the FDIC has regulations prescribing a minimum Tier I
leverage ratio (Tier I capital to total adjusted assets, as specified in the
regulations). Although the minimum leverage ratio of Tier I capital to total
assets is 3%, to maintain high regulatory ratings banks must have a minimum
Tier I leverage ratio of 4%. The FDIC may impose higher limits on individual
institutions when particular circumstances exist. If a bank is experiencing or
anticipating significant growth, the FDIC may expect it to have capital ratios
well above the minimum. At December 31, 2003, the Banks Tier I leverage ratio
was 7.86%. The Bank was in compliance with the risk-weighted capital and leverage
ratios at December 31, 2003. For further discussion of the Banks capital, see
Liquidity and Capital Resources under Managements Discussion and Analysis
incorporated in Part II hereof by reference to the Companys 2003 Annual Report
to Shareholders. Prompt Corrective Action. The Federal Deposit Insurance Corporation
Improvement Act of 1991 requires the federal banking regulators to take prompt
corrective action against undercapitalized institutions. The FDIC and the
other bank regulatory agencies have established the following capital
categories to implement these provisions:  
    
    Well-capitalized has a total risk-based capital ratio of 10%
or greater, a Tier I risk-based capital ratio of 6% or greater, a
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 I risk-based capital ratio of 4% or
greater, and a 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 I risk-based capital ratio of less than 4%, or a
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 I 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%. Federal regulators are required to take prompt corrective action to solve
the problems of those institutions that fail to satisfy their minimum capital
requirements. As an institutions capital level falls, the level of
restrictions becomes increasingly severe and the institution is allowed less
flexibility in its activities. As of December 31, 2003, the Bank was classified as a well-capitalized
institution under the definitions. 10




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Community Reinvestment Act. Under the Community Reinvestment Act (CRA),
as implemented by FDIC regulations, a bank has an obligation, consistent with
safe and sound operation, to help meet the credit needs of its entire
community, including low- and moderate-income neighborhoods. The CRA does not
establish specific lending requirements or programs, nor does it limit a banks
discretion to develop the types of products and services that it believes are
best suited to its community. It does require that federal banking regulators,
when examining an institution, assess the institutions record of meeting the
credit needs of its community and to take such record into account in
evaluating certain applications. As a state-chartered non-member bank, the
Bank is subject to the fair lending requirements and reporting obligations
involving home mortgage and small business lending operations of the CRA.
Federal regulators are required to provide a written examination report of an
institutions CRA performance using a four-tiered descriptive rating system.
These ratings are available to the public. The Bank received an Outstanding
rating for the past three CRA examinations. Gramm-Leach-Bliley Financial Modernization Act of 1999 Effective March 11, 2000, the Gramm-Leach-Bliley Act (the Act)
eliminated most of the remaining depression-era firewalls between banks,
securities firms and insurance companies which were established by The Banking
Act of 1933, also known as the Glass-Steagall Act (Glass-Steagall).
Glass-Steagall sought to insulate banks as depository institutions from the
perceived risks of securities dealing and underwriting, and related activities. Bank holding companies that can qualify as financial holding companies
can now, among other matters, acquire securities firms or create them as
subsidiaries, and securities firms can now acquire banks or start banking
activities through a financial holding company. This liberalization of United
States banking and financial services regulation applies both to domestic
institutions and foreign institutions conducting business in the United States.
Consequently, the common ownership of banks, securities firms and insurance
firms is now possible, as is the conduct of commercial banking, merchant
banking, investment management, securities underwriting and insurance within a
single financial institution using a financial holding company structure
authorized by the Act. The Act also requires that federal financial institutions and securities
regulatory agencies prescribe regulations to implement the policy that
financial institutions must respect the privacy of their customers and protect
the security and confidentiality of customers non-public personal information.
These new regulations require, in general, that financial institutions (i) may
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) may not disclose
customer account numbers except to consumer reporting agencies; and (iii) must
give prior disclosure of their privacy policies before establishing new
customer relationships. USA PATRIOT Act Under the USA PATRIOT Act of 2001, adopted by the U.S. Congress on October
26, 2001 to combat terrorism, FDIC insured banks and commercial banks are
required to increase their due diligence efforts for correspondent accounts and
private banking customers. The USA PATRIOT Act requires banks to engage in
additional record keeping or reporting, requiring identification of owners of
accounts, or of the customers of foreign banks with accounts, and restricting
or prohibiting certain correspondent accounts. During 2002, the Federal Crimes Enforcement Network (FinCEN), a bureau of
the Department of Treasury, issued regulations to implement the provisions of
the USA PATRIOT Act. Sarbanes-Oxley Act of 2002 Effective July 30, 2002, the Sarbanes-Oxley Act of 2002 (the
Sarbanes-Oxley Act) represents a comprehensive revision of laws affecting
corporate governance, accounting obligations and corporate reporting. The
Sarbanes-Oxley Act is applicable to all companies with equity or debt
securities registered under the Exchange Act. In particular, the
Sarbanes-Oxley Act establishes: (i) new requirements for audit committees,
including independence, expertise, and responsibilities; (ii) additional
responsibilities regarding financial statements for the chief executive officer
and chief financial officer of the reporting company; (iii) new standards for
auditors and regulation of audits; (iv) increased disclosure and reporting
obligations for the reporting company and their directors 11




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##### Table of Contents



and executive officers; and (v) new and increased civil and criminal
penalties for violation of the securities laws. Many of the provisions became
effective immediately while other provisions become effective over a period of
30 to 700 days and are subject to rulemaking by the SEC. Although we
anticipate that we will incur additional expense in complying with the
provisions of the Sarbanes-Oxley Act and the resulting regulations, management
does not expect that such compliance will have a material impact on our results
of operations or financial condition. The Sarbanes-Oxley Act generally prohibits loans by the Company to its
executive officers and directors. However, the Act contains a specific
exception from such prohibitions for loans by the Bank to its executive
officers and directors in compliance with federal banking regulations
restrictions on such loans. The Banks authority to extend credit to
affiliates is also governed by federal law. Such loans are required to be made
on terms substantially the same as those offered to unaffiliated individuals
and that do not involve more than the normal risk of repayment. An exception
exists for loans made pursuant to a benefit or compensation program that is
widely available to all employees of the institution and does not give
preference to affiliates over other employees. The law limits both the
individual and aggregate amount of loans the Bank may make to affiliates based,
in part, on the Banks capital position and requires certain board approval
procedures to be followed. Neither the Company nor the Bank has ever made a
loan to an executive officer or director, nor do they intend to change this
policy. 
 Employees At
December 31, 2003, we had 666 full-time equivalent employees. None of
the employees is covered by a collective bargaining agreement. We consider our
relationship with our employees to be satisfactory. 
 Availability of Exchange Act Reports on the Companys Web Site Our Internet address is www.ucbh.com. We make available free of charge
through our Internet web site our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports
filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as
reasonably practicable after we electronically file such material with, or
furnish it to, the SEC. 12




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##### Table of Contents



Executive Officers of the Registrant The following table sets forth the names, ages and positions of the
executive officers of the Company and the Bank as of March 10, 2004. There are
no family relationships between any director or executive officer and any other
director or executive officer of the Company or the Bank. Name
    
    Age
    
    Position with the Company and the BankThomas S. Wu
    
    
    45
    
    
    Chairman, President and Chief Executive OfficerJonathan H. Downing
    
    
    52
    
    
    Executive Vice President and Chief Financial OfficerSylvia Loh
    
    
    48
    
    
    Executive Vice President and Director of Commercial BankingEbrahim Shabudin
    
    
    56
    
    
    Executive Vice President and Chief Credit OfficerAlan Thian
    
    
    51
    
    
    Executive Vice President and Regional Director of Southern
CaliforniaJoseph Kwok
    
    
    62
    
    
    Senior Vice President and Director of Asian BankingDennis A. Lee
    
    
    61
    
    
    Senior Vice President and Corporate CounselGabriel Li
    
    
    59
    
    
    Senior Vice President and Director of OperationsDeanne Miller
    
    
    55
    
    
    Senior Vice President and Director of Human ResourcesPeter Sun
    
    
    60
    
    
    Senior Vice President and Regional Director, New York RegionNelson Yuen
    
    
    54
    
    
    Senior Vice President and Director of Retail BankingBrad Zirkle
    
    
    53
    
    
    Senior Vice President and Chief Information Officer
 Mr. Thomas S. Wuwas appointed Chairman, President, and Chief Executive
Officer of UCBH and UCB on October 10, 2001. Prior to this appointment, he
served as President and Chief Executive Officer of UCB effective January 1,
1998. Prior to that appointment, Mr. Wu was the Executive Vice President and
Director of UCB as of September 25, 1997. Mr. Wu was elected President and
Chief Executive Officer of UCBH effective March 26, 1998, and as a director of
UCBH on April 17, 1998. Previously, Mr. Wu was the Director of Customer Care
for Pacific Link Communications Limited in Hong Kong where he was responsible
for formulating and implementing customer care, customer retention, and
customer communications strategies. Prior to joining UCBH, Mr. Wu held various
banking positions with First Pacific Bank in Hong Kong, Chase Manhattan Bank,
Banque Nationale De Paris and Standard Charter Bank. Mr. Jonathan H. Downingwas appointed Executive Vice President and Chief
Financial Officer of UCBH and UCB effective January 9, 2003. Prior to his
appointment, he served as Executive Vice President, Chief Financial Officer and
Treasurer of UCBH and UCB effective January 1, 2002. Prior to that
appointment, he served as Senior Vice President and Chief Financial Officer of
UCBH and UCB since 1989. Ms. Sylvia Lohhas been an Executive Vice President and Director of
Commercial Banking of UCBH and UCB since July 1, 2002 and joined UCB as Vice
President and Head of Commercial Banking in January 1996. From 1992 to 1996,
Ms. Loh held the position of Vice President, Relationship Manager, Bank of
America, International Trade Division. Mr. Ebrahim Shabudinjoined UCBH and UCB as Executive Vice President and
Chief Credit Officer Designate on October 8, 2003 and was then appointed
Executive Vice President and Chief Credit Officer effective January 1, 2004.
Previously, Mr. Shabudin was the Managing Director of Credit Risk Management
with Deloitte & Touche LLP. Prior to that, Mr. Shabudin worked for Bank of
America in various management positions for over 25 years with the most recent
experience as Senior Vice President and Credit Policy Executive. Mr. Alan Thianhas been Executive Vice President and Regional Director of
Southern California of UCBH and UCB since July 11, 2003. Prior to this
appointment, Mr. Thian was formerly the Chairman, President and Chief Executive
Officer of First Continental Bank (FCB) and joined UCB following UCBs
acquisition of FCB in July 2003. Prior to FCB, Mr. Thian served as President
and Chief Executive Officer of American International Bank in Los Angeles and
was previously a Senior Vice President of General Bank. Mr. Joseph Kwokhas been the Senior Vice President and Director of Asia
Banking of UCBH and of UCB since June 30, 2000. Prior to his appointment, he
served as Vice President of the Asia Banking Center of Bank of 13




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America, San Francisco, since July 1, 1998. Prior to that, he served as
Senior Vice President and Managing Director of the Asia Banking Division at the
Bank of San Francisco since July 1, 1996. Mr. Dennis A. Leehas been Senior Vice President and Corporate Counsel of
UCBH and UCB since January 1, 2001. Prior to that appointment, he served as
Vice President and Corporate Counsel of UCBH and UCB since 1993. Mr. Gabriel Lihas been Senior Vice President and Director of Operations
of UCBH and UCB since February 1, 2002. Previously, Mr. Li was Executive Vice
President and Chief Financial Officer of Guaranty Bank of California from April
1993 to January 2002. Prior to that, he served as Executive Vice President and
Chief Operations Officer of Security Pacific Asian Bank, previously known as
the Bank of Canton Ltd. in Hong Kong since April 1974. Ms. Deanne Millerhas been Senior Vice President and Director of Human
Resources of UCBH and UCB since May 22, 1997. Prior to that appointment, Ms.
Miller held the position of Vice President, Director of Human Resources, Vice
President, Human Resources Manager, Vice President, Employment and Employee
Relations Manager, and Assistant Vice President, Employment Manager since her
employment with the Bank in October 1986. Mr. Peter Y. Sunhas been Senior Vice President and Regional Director, New
York Region of UCBH and UCB since June 2003. Previously, Mr. Sun was Executive
Vice President with California Pacific Bank. Mr. Nelson Yuenhas been Senior Vice President and Director of Retail
Banking of UCBH and UCB since September 3, 2002. Prior to this appointment,
Mr. Yuen was the Director of Investment Services of Chun Tin Holdings, Ltd.,
Hong Kong from 1999 to 2002; the General Manager of Concord Bank PR China from
1995 to 1998; the Managing Director and Chief Executive of Delta Asia Financial
Group; and Hang Seng Bank in Macau from 1993 to 1995. Mr. Brad Zirklewas appointed Senior Vice President and Chief Information
Officer of UCBH and UCB effective August 1, 2003. Previously, Mr. Zirkle
served as First Vice President and Manager of Information Services of UCB since
1993. Prior to that appointment, he served as Vice President and Manager of
Central Operations of UCB since 1991. 14




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Item 2. Properties The Companys principal offices are located at 711 Van Ness Avenue in San
Francisco, California, which serves as the Companys and the Banks
headquarters and is owned by the Bank. The Bank also owns an office building
through its subsidiary, United Commercial Bank Building Corporation (formerly
known as Bank of Canton of California Building Corporation), at 555 Montgomery
Street in San Francisco, California. In January 2004, several staff groups
relocated from 711 Van Ness Avenue to 555 Montgomery Street. The Company plans
to move its principal offices to 555 Montgomery Street by the end of 2004. The
Bank owns five branch facilities and leases substantially all of its remaining
branch and office facilities under noncancellable operating leases, many of
which contain renewal options and some of which have escalation clauses. At December 31, 2003, the aggregate book value of premises and equipment
were comprised of the following (dollars in thousands): Office building at 555 Montgomery Street, San Francisco, California
    
    $
    51,644Office building at 711 Van Ness Avenue, San Francisco, California
    
    
    15,163Aggregate book value of all other premises and equipment
    
    
    17,338
 
 Item 3. Legal Proceedings The Companys wholly owned subsidiary, United Commercial Bank, has been a
party to litigation incidental to various aspects of its operations, in the
ordinary course of business. Management is not currently aware of any other litigation that will have a
material adverse impact on the Companys consolidated financial condition, or
the results of operations. 
 Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of security holders or otherwise
during the fourth quarter of the year ended December 31, 2003. 
 PART II 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters Information on the principal market for and trading price of the Companys
common stock, the number of holders of such stock, and dividend payments is
incorporated by reference from the information contained in the sections
captioned Trading Price of Common Stock and Note 11 Stockholders Equity and
Regulatory Capital Requirements in the Companys 2003 Annual Report to
Shareholders. Information regarding securities authorized for issuance under
equity compensation plans appears in Item 12 of this report. 
 Item 6. Selected Financial Data The information required by this item is incorporated by reference from
the information contained in the section captioned Selected Consolidated
Financial Data in the Companys 2003 Annual Report to Shareholders. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations The information required by this item is incorporated by reference from
the information contained in the section captioned Managements Discussion and
Analysis of Financial Condition and Results of Operations in the Companys
2003 Annual Report to Shareholders. 15




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Item 7A. Quantitative and Qualitative Disclosures about Market Risk The information required by this item is incorporated by reference from
the information contained in the section captioned Market Risk Management in
the Companys 2003 Annual Report to Shareholders. 
 Item 8. Financial Statements and Supplementary Data The information required by this item is incorporated by reference from
the information contained in the sections captioned Report of Independent
Auditors, Consolidated Balance Sheets, Consolidated Statements of Income,
Consolidated Statements of Changes in Stockholders Equity and Comprehensive
Income (Loss), Notes to Consolidated Financial Statements, and Unaudited
Supplemental Information in the Companys 2003 Annual Report to Shareholders.
Please see Item 15 of this report for information concerning financial
statements and schedules filed with this report. 
 Item 9. Changes in
and Disagreements with Accountants on Accounting
and Financial Disclosure None. 
 Item 9A. Controls and Procedures At the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the
Companys management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Companys
controls and procedures as defined in the Securities Exchange Act of 1934, as
amended (the Exchange Act), Rule 13(a)-15(e). Based upon the evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that such
controls and procedures are effective. During the fourth quarter of 2003,
there were no changes in the Companys internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting. 
 PART III 
 Item 10. Directors and Executive Officers of the Registrant The information required by this item with respect to our directors, the
audit committee financial expert and the Audit Committee is incorporated by
reference from the information contained in the section captioned Proposal 1.
Election of Directors in the Companys definitive Proxy Statement for the
Annual Meeting of Stockholders to be held April 29, 2004 (the Proxy
Statement). The information required by this item with respect to the
executive officers of the Company, appears under Executive Officers of the
Registrant in Item 1 of Part I of this report. The information required by this item with respect to the Companys code
of ethics is incorporated by reference from the information contained in the
section captioned Code of Business Conduct and Ethics in the Proxy Statement.
The code of business conduct and ethics is publicly available on our web site
at www.ucbh.com. If we make any substantive amendments to the code of business
conduct and ethics or grant any waiver, including any implicit waiver, from a
provision of the code to our Chief Executive Officer, Chief Financial Officer
or Corporate Controller, we will disclose the nature of such amendment or
waiver on that web site. 
 Item 11. Executive Compensation The information required by this item with respect to our named executive
officers is incorporated by reference from the information contained in the
sections captioned Executive Compensation, and Compensation Committee
Interlocks and Insider Participation in the Proxy Statement. The information required by this item with respect to the compensation of
our directors is incorporated by reference from the information contained in
the sections captioned Director Compensation in the Proxy Statement. 16




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Item 12. Security Ownership of Certain Beneficial Owners and Management The information required by this item is incorporated by reference from
the information contained in the sections captioned Security Ownership of
Certain Beneficial Owners, and Proposal 1. Election of Directors in the
Proxy Statement. 
 Item 13. Certain Relationships and Related Transactions None. 
 Item 14. Principal
Accounting Fees and Services The
information required by this item is incorporated by reference from the information contained in the
sections captioned Independent Auditor Fees in the Proxy Statement. 
 PART IV 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as part of this report: (1) The report of independent auditors and the following consolidated
financial statements of the Company are incorporated herein by reference to the
2003 Annual Report to Shareholders. Page number references are to the 2003
Annual Report to Shareholders. Page of Annual ReportUCBH Holdings, Inc.Report of Independent Auditors
    
    
    48Consolidated Balance Sheets at December 31, 2003 and 2002
    
    
    49Consolidated Statements of Income for the Years Ended
December 31, 2003, 2002, and 2001
    
    
    50Consolidated Statements of Changes in Stockholders Equity and
Comprehensive Income (Loss) for the Years Ended December 31,
2003, 2002, and 2001
    
    
    51Consolidated Statements of Cash Flows for the Years Ended
December 31, 2003, 2002, and 2001
    
    
    52Notes to Consolidated Financial Statements
    
    53 to 88Unaudited Supplemental Information
    
    
    89
  (2)
    
    All schedules are omitted because they are not required or applicable, or
the required information is shown in the Consolidated Financial
Statements, or the notes thereto. 17




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(3)
    
    Exhibits: The exhibits filed as a part of this Form 10-K are as follows (filed
herewith unless otherwise noted): 3.1
    
    Amended and Restated Certificate of Incorporation of UCBH Holdings, Inc.*3.2
    
    Bylaws of UCBH Holdings, Inc., as amended and restated3.3
    
    Certificate of Designation, Preferences and Rights of Series A Participating Preferred
Stock (filed as Exhibit A to Exhibit 4.7 hereto)4.0
    
    Form of Stock Certificate of UCBH Holdings, Inc.*4.1
    
    Indenture of UCBH Holdings, Inc., dated April 17, 1998, relating to Series B Junior
Subordinated Debentures**4.2
    
    Form of Certificate of Series B Junior Subordinated Debenture**4.3
    
    Certificate of Trust of UCBH Trust Co.**4.4
    
    Amended and Restated Declaration of Trust of UCBH Trust Co.**4.5
    
    Form of Series B Capital Security Certificate for UCBH Trust Co.**4.6
    
    Form of Series B Guarantee of the Company relating to the Series B Capital Securities**4.7
    
    Rights Agreement dated as of January 28, 2003****10.1
    
    Employment Agreement between United Commercial Bank and Thomas S. Wu*10.2
    
    Employment Agreement between UCBH Holdings, Inc. and Thomas S. Wu*10.3
    
    Form of Termination and Change in Control Agreement between United Commercial Bank and
certain executive officers*10.4
    
    Form of Termination and Change in Control Agreement between UCBH Holdings, Inc. and
certain executive officers*10.5
    
    UCBH Holdings, Inc. 1998 Stock Option Plan***10.6
    
    Executive Deferred Compensation Plan10.7
    
    Director Deferred Compensation Plan13.0
    
    2003 Annual Report to Shareholders21.0
    
    Subsidiaries of UCBH Holdings, Inc.23.1
    
    Consent of PricewaterhouseCoopers LLP31.1
    
    Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended,
signed and dated by Thomas S. Wu.31.2
    
    Certificate pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended,
signed and dated by Jonathan H. Downing.32
    
    Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, signed and dated by Thomas S. Wu and Jonathan H.
Downing.
  *
    
    Incorporated herein by reference to the Exhibit of the same number in the
Companys Registration Statement on Form S-1 filed with the SEC on July 1,
1998 (SEC File No. 333-58325).  **
    
    Incorporated herein by reference to the Exhibit of the same number in the
Companys Registration Statement on Form S-4 filed with the SEC on July 1,
1998 (SEC File No. 333-58335).  ***
    
    Incorporated herein by reference to the Exhibit of the same number in the
Companys Form 10-Q for the quarter ended June 30, 1999 filed with the SEC
on August 6, 1999 (SEC File No. 0-24947).  ****
    
    Incorporated herein by reference to Exhibit 1 of the Companys current
report on Form 8-K filed with the SEC on January 29, 2003 (SEC File No.
0-24947). (b) Reports on Form 8-K On October 16, 2003, the Company filed a current report on Form 8-K
reporting that on October 16, 2003, under Item 12 Results of Operations and
Financial Operations the Companys press release announcing third quarter 2003
financial results. 18




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. Date: March 11, 2004
    
    UCBH HOLDINGS, INC.By
    
    /s/ Jonathan H. Downing

Jonathan H. Downing
Executive Vice President,
Chief Financial Officer, and Director
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated. Name
    
    
    
    Date/s/ Thomas S. Wu

Thomas S. Wu
    
    Chairman, President, Chief Executive Officer,
and Director (principal executive officer)
    
    March 11, 2004/s/ Jonathan H. Downing

Jonathan H. Downing
    
    Executive Vice President, Chief Financial Officer,
and Director (principal financial and accounting officer)
    
    March 11, 2004/s/ Anthony Y. Chan

Anthony Y. Chan
    
    Director
    
    March 11, 2004/s/ Joseph J. Jou

Joseph J. Jou
    
    Director
    
    March 11, 2004/s/ Li-Lin Ko
Li-Lin Ko
    
    Director
    
    March 11, 2004/s/ Ronald S. McMeekin

Ronald S. McMeekin
    
    Director
    
    March 11, 2004/s/ Michael Tun Zan
Michael Tun Zan
    
    Director
    
    March 11, 2004/s/ Dr. Godwin Wong

Dr. Godwin Wong
    
    Director
    
    March 11, 2004/s/ Joseph S. Wu

Joseph S. Wu
    
    Director
    
    March 11, 2004
 19




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Exhibit Index

Exhibit 13.0
    
    Selected Consolidated Financial DataExhibit 21.0
    
    Subsidiaries of UCBH Holdings, Inc.Exhibit 23.1
    
    Consent of PricewaterhouseCoopers LLPExhibit 31.1
    
    Certificate pursuant to Rule 13a-14(a) of the Securities
Exchange Act, as amended, signed and dated by Thomas S.
Wu.Exhibit 31.2
    
    Certificate pursuant to Rule 13a-14(a) of the Securities
Exchange Act, as amended, signed and dated by Jonathan H.
Downing.Exhibit 32
    
    Certificate pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, signed and dated by Thomas S. Wu and Jonathan H.
Downing.