BankUnited, Inc. (Form: 10-K, Received: 02/26/2015 18:04:32)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2014

Commission file number: 001-35039

BankUnited, Inc.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		27-0162450 (I.R.S. Employer Identification No.)
14817 Oak Lane, Miami Lakes, FL (Address of principal executive offices)		33016 (Zip Code)

(305) 569-2000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of each exchange on which registered
Common Stock, $0.01 par value		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

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 ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

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. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a "smaller reporting company."



Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant on June 30, 2014 was $3,320,080,057.

The number of outstanding shares of the registrant's common stock, $0.01 par value, as of February 24, 2015 , was 102,182,306.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's definitive proxy statement for the 2015 annual meeting of stockholders are incorporated by reference in this Annual Report on Form 10-K in response to Part II. Item 5 and Part III. Items 10, 11, 12, 13 and 14.

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BANKUNITED, INC.

Form 10-K

For the Year Ended December 31, 2014

TABLE OF CONTENTS



		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	25
Item 2.	Properties	25
Item 3.	Legal Proceedings	25
Item 4.	Mine Safety Disclosures	25
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Consolidated Financial Data	28
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	79
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	84
Item 9A.	Controls and Procedures	84
Item 9B.	Other Information	84
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	85
Item 11.	Executive Compensation	85
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	85
Item 13.	Certain Relationships and Related Transactions, and Director Independence	85
Item 14.	Principal Accountant Fees and Services	85
PART IV
Item 15.	Exhibits and Financial Statement Schedules	86
	Signatures	89

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Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "expect," "intend," "plan," "believe," "seek," "estimate," "project," "predict," "will" and similar expressions identify forward-looking statements.

These forward-looking statements are based on management's current views with respect to future results, and are subject to risks and uncertainties. Forward-looking statements are based on beliefs and assumptions made by management using currently available information, such as market and industry materials, historical performance and current financial trends. These statements are only predictions and are not guarantees of future performance. The inclusion of forward-looking statements should not be regarded as a representation by the Company that the future plans, estimates or expectations contemplated by a forward-looking statement will be achieved. Forward-looking statements are subject to various risks and uncertainties and assumptions, including those relating to the Company's operations, financial results, financial condition, business prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if the Company's underlying assumptions prove to be incorrect, the Company's actual results could differ materially from those contemplated by a forward looking statement. These risks and uncertainties include, without limitation:


•	The impact of conditions in the financial markets and economic conditions generally;


•	real estate market conditions and other risks related to holding loans secured by real estate or real estate received in satisfaction of loans;


•	an inability to successfully execute our fundamental growth strategy;


•	geographic concentration of the Company's markets in the coastal regions of Florida and the New York metropolitan area;


•	natural or man-made disasters;


•	risks related to the regulation of our industry;


•	credit risk;


•	inadequate allowance for credit losses;


•	interest rate risk;


•	liquidity risk;


•	loss of executive officers or key personnel;


•	competition;


•	dependence on information technology and the risk of systems failures, interruptions or breaches of security;


•	failure to comply with the terms of the Company's Loss Sharing Agreements (as defined below) with the FDIC (as defined below);


•	a variety of operational, compliance and legal risks; and


•	the selection and application of accounting methods and related assumptions and estimates.

Additional factors are set forth in the Company's filings with the Securities and Exchange Commission, or the SEC, including this Annual Report on Form 10-K.

Forward-looking statements speak only as of the date on which they are made. The Company expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

As used herein, the terms the "Company," "we," "us," and "our" refer to BankUnited, Inc. and its subsidiaries unless the context otherwise requires.

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PART I

Item 1. Business

Summary

BankUnited, Inc. ("BankUnited, Inc." or "BKU") is a national bank holding company with one wholly-owned subsidiary, BankUnited, National Association ("BankUnited" or the "Bank"), collectively, the Company. BankUnited, a national banking association headquartered in Miami Lakes, Florida with $19.1 billion of assets at December 31, 2014 , provides a full range of banking services to individual and corporate customers through 100 branches located in 15 Florida counties and 6 banking centers in the New York metropolitan area. The Company has built, through organic growth and acquisitions, a premier regional bank with a low-risk, long-term value oriented business model focused on small and medium sized businesses and consumers. We endeavor to provide personalized customer service and offer a full range of traditional banking products and services to both our commercial and retail customers.

BankUnited, Inc. was organized by a management team led by our Chairman, President and Chief Executive Officer, John A. Kanas and was initially capitalized with $945.0 million by a group of investors. On May 21, 2009, BankUnited acquired substantially all of the assets and assumed all of the non-brokered deposits and substantially all other liabilities of BankUnited, FSB (the "Failed Bank"), from the Federal Deposit Insurance Corporation ("FDIC"), in a transaction which we refer to as the FSB Acquisition. On February 2, 2011, we completed the initial public offering of 33,350,000 shares of our common stock, 4,000,000 of which was sold by us, for which we received proceeds, after deducting underwriting discounts and estimated offering expenses, of approximately $98.6 million. We refer to this transaction as the IPO.

The FSB Acquisition

On May 21, 2009, BankUnited entered into a purchase and assumption agreement (the "Purchase and Assumption Agreement") with the FDIC, Receiver of the Failed Bank, to acquire substantially all of the assets and assume all of the non-brokered deposits and substantially all other liabilities of the Failed Bank. Excluding the effects of acquisition accounting adjustments, BankUnited acquired $13.6 billion of assets and assumed $12.8 billion of liabilities. The fair value of the assets acquired was $10.9 billion and the fair value of the liabilities assumed was $13.1 billion. BankUnited received net cash consideration from the FDIC in the amount of $2.2 billion.

The acquired assets included $5.0 billion of loans with a corresponding unpaid principal balance ("UPB") of $11.2 billion, a $3.4 billion FDIC indemnification asset, $539 million of investment securities, $1.2 billion of cash and cash equivalents, $178 million of foreclosed assets and $591 million of other assets. Liabilities assumed included $8.3 billion of non-brokered deposits, $4.6 billion of Federal Home Loan Bank ("FHLB") advances, and $112 million of other liabilities.

Concurrently with the FSB Acquisition, the Bank entered into two loss sharing agreements, or the Loss Sharing Agreements, which cover certain legacy assets, including the entire legacy loan portfolio and other real estate owned ("OREO") and certain purchased investment securities. We refer to assets covered by the Loss Sharing Agreements as covered assets or, in certain cases, covered loans or covered securities. The Loss Sharing Agreements do not apply to subsequently acquired, purchased or originated assets. At December 31, 2014 , the covered assets, consisting of residential loans and OREO, had an aggregate carrying value of $1.1 billion . The total UPB of the covered assets at December 31, 2014 was $2.7 billion .

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The following charts illustrate the percentage of total assets represented by covered assets and the FDIC indemnification asset at December 31, 2014 , 2013 and 2012 :

Pursuant to the terms of the Loss Sharing Agreements, the covered assets are subject to a stated loss threshold whereby the FDIC will reimburse the Bank for 80% of losses up to a $4.0 billion stated threshold and 95% of losses in excess of the $4.0 billion stated threshold, calculated, in each case, based on UPB (or, for investment securities, unamortized cost basis) plus certain interest and expenses. The carrying value of the FDIC indemnification asset at December 31, 2014 was $975 million . The Bank will reimburse the FDIC for its share of recoveries with respect to losses for which the FDIC paid the Bank a reimbursement under the Loss Sharing Agreements. The FDIC's obligation to reimburse the Company for losses with respect to the covered assets began with the first dollar of loss incurred. We have received reimbursements of $2.6 billion for claims submitted to the FDIC under the Loss Sharing Agreements as of December 31, 2014 .

The Loss Sharing agreements consist of a single family shared-loss agreement (the "Single Family Shared-Loss Agreement"), and a commercial and other loans shared-loss agreement, (the "Commercial Shared-Loss Agreement"). The Single Family Shared-Loss Agreement provides for FDIC loss sharing and the Bank's reimbursement for recoveries to the FDIC for ten years from May 21, 2009 for single family residential loans. The Commercial Shared-Loss Agreement provides for FDIC loss sharing for five years from May 21, 2009 and the Bank's reimbursement for recoveries to the FDIC for eight years from May 21, 2009 for all other covered assets.

Under the terms of the Purchase and Assumption Agreement with the FDIC, the Bank may sell up to 2.5% of the covered loans based on the UPB at the date of the FSB Acquisition, or approximately $280.0 million, on an annual basis without prior consent of the FDIC. Any losses incurred from such loan sales are covered under the Loss Sharing Agreements. Any loan sale in excess of the annual threshold requires approval from the FDIC to be eligible for loss share coverage. However, if the Bank seeks to sell residential or non-residential loans in excess of the agreed 2.5% threshold in the nine months prior to the stated termination date of loss share coverage (May 21, 2014 for non-residential loans and May 21, 2019 for residential loans) and the FDIC refuses to consent, then the Single Family Shared-Loss Agreement and the Commercial Shared-Loss Agreement, as applicable, will be extended for two years after their respective anniversaries. The terms of the Loss Sharing Agreements are extended only with respect to the loans requested to be included in such sales. The Bank will have the right to sell all or any portion of such loans without FDIC consent at any time within the nine months prior to the respective extended termination dates, and any losses incurred will be covered under the Loss Sharing Agreements. If exercised, this final sale mechanism ensures no residual credit risk in our covered loan portfolio that would otherwise arise from credit losses occurring after the termination dates of the Loss Sharing Agreements.

With respect to the Commercial Shared-Loss Agreement, FDIC loss sharing terminated on May 21, 2014. In accordance with the terms of the Commercial Shared-Loss Agreement as discussed above, the Bank requested and received approval from the FDIC to sell certain covered commercial and consumer loans and commercial OREO in the first quarter of 2014. See the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Non-interest Income" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Termination of the Commercial Shared-Loss Agreement" for further discussion.

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Our Market Areas

Our primary banking markets are Florida, in particular the Miami metropolitan statistical area, and the Tri-State market of New York, New Jersey and Connecticut. We believe both represent long-term attractive banking markets.

Our competitive strengths, including experienced management and lending teams, a robust capital position and scalable platform, continue to allow us to take advantage of opportunities in both markets. Florida has shown signs of continued economic recovery, which we expect will enhance opportunities for growth in that market. According to estimates from the United States Census Bureau and SNL Financial, from 2010 to 2014, Florida added over 850 thousand new residents, the sixth most of any U.S. state, and, in 2014, had a total population of 19.7 million and a median household annual income of $44,318. The Florida unemployment rate decreased to 5.6% at December 31, 2014 . The Case-Shiller home price index for Florida reflected a year over year increase of 9% at September 30, 2014. At December 31, 2014 , we had 100 branches throughout Florida.

Through the acquisition of Herald National Bank ("Herald"), we entered the Tri-State market in February, 2012. In March, 2013, Herald was merged into BankUnited and BankUnited launched its operations in the Tri-State market. We had six banking centers in metropolitan New York at December 31, 2014 including four in Manhattan, one in Long Island and one in Brooklyn. According to SNL Financial, at June 30, 2014, the Tri-State area had approximately $1.6 trillion in deposits, with the majority of the market concentrated in the New York metropolitan area. The New York unemployment rate decreased to 5.8% at December 31, 2014 . According to CoStar Commercial Repeat-Sale Indices, commercial real estate values in the Northeast region reflected a year over year increase of 10% at September 30, 2014. The size and economic health of the Tri-State market, coupled with the management team's experience in building a successful Northeast U.S. regional bank in the past, make us well positioned to continue our expansion and growth in this market.

Through three commercial finance subsidiaries of BankUnited, we engage in equipment and municipal finance on a national basis.

Products and Services

Lending and Leasing

General —Our primary lending focus is to serve commercial and middle-market businesses, their executives and consumers with a variety of financial products and services, while maintaining a strong and disciplined credit culture.

We offer a full array of lending products that cater to our customers' needs including small business loans, commercial real estate loans, equipment loans and leases, term loans, formula-based loans, municipal loans and leases, commercial lines of credit, letters of credit, residential mortgages and consumer loans. We also purchase performing residential loans through established correspondent channels on a national basis. We do not originate or purchase negatively amortizing or sub-prime residential loans.

We have attracted and invested in experienced lending teams from competing institutions in our Florida, Tri-State and national markets, resulting in significant growth in our new loan portfolio. At December 31, 2014 , our loan portfolio included $11.3 billion in loans originated or purchased since the FSB Acquisition, or new loans, including $8.7 billion in commercial and commercial real estate loans, $2.5 billion in residential loans and $26 million in consumer loans. A continued trend of strong loan growth in both the Florida and Tri-State markets and across our national lending and leasing platforms is a core component of our current business strategy.

Commercial loans and leasing —Our commercial loans, which are generally made to growing companies and middle-market businesses, include equipment loans, secured and unsecured commercial and working capital lines of credit, formula-based loans, mortgage warehouse lines, taxi medallion loans, letters of credit, an array of Small Business Administration product offerings and, to a lesser extent, acquisition finance credit facilities. Through three commercial finance subsidiaries, we provide municipal and equipment financing on a national basis. Pinnacle Public Finance, Inc. ("Pinnacle"), headquartered in Scottsdale, Arizona, offers essential use equipment financing to municipalities through both loan and direct finance lease structures. United Capital Business Lending, Inc. ("UCBL"), headquartered in Baltimore, Maryland, offers small business equipment leases and loans with a primary focus on franchise equipment finance. Bridge Capital Leasing, Inc ("Bridge"), headquartered in Baltimore, Maryland, primarily provides transportation equipment finance through loan, direct finance lease and operating lease structures.

Commercial real estate loans —We offer term financing for the acquisition or refinancing of properties, primarily rental apartments, mixed-use commercial properties, industrial properties, warehouses, retail shopping centers and free-standing buildings, office buildings and hotels. Other products that we provide include real estate secured lines of credit, acquisition, development and construction loan facilities and construction financing. We make commercial real estate loans secured by both

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owner-occupied and non-owner occupied properties. Construction lending is not a primary area of focus for us; construction and land loans comprised less than 2% of the loan portfolio at December 31, 2014 .

Residential mortgages —At December 31, 2014 , the portfolio of new 1-4 single family residential loans included $2.2 billion of purchased loans and $311 million of originated loans. We originate loans for portfolio and for sale into the secondary market. We purchase loans to supplement our mortgage origination platform and to geographically diversify our loan portfolio. While the credit parameters we use for purchased loans are substantially similar to the underwriting guidelines we use for originated loans, differences include: (i) loans are purchased on a nationwide basis, while originated loans have historically been limited to Florida and New York; (ii) purchased loans and loans originated for portfolio, on average, have higher principal balances than loans originated for sale; and (iii) we consider payment history in selecting which seasoned loans to purchase, while such information is not available for originated loans. We intend to further expand our in-house residential mortgage origination channel. Additionally, we entered the mortgage servicing business in 2013; to date we have acquired two small servicing portfolios and have begun retaining servicing on residential loans sold into the secondary market. At December 31, 2014, the total amount of mortgage servicing rights was not significant. We anticipate growing this business at a moderate pace, depending on market conditions, to take advantage of existing mortgage servicing capacity.

Home equity loans and lines of credit are not a significant component of the new loan portfolio.

Consumer loans —We offer consumer loans to our customers for personal, family and household purposes, including auto, boat and personal installment loans. At December 31, 2014, consumer loans were not a material component of our loan portfolio.

Credit Policy and Procedures

The foundation underlying the Company's credit culture, policy and procedures is high credit quality standards, which enhance the long term value of the Company to its customers, employees, stockholders and communities. Credit quality is a key corporate objective that is managed in concert with other key objectives including volume growth, earnings and expense management.

Since lending represents risk exposure, our Board of Directors and its duly appointed committees seek to ensure that the Company maintains high credit quality standards. The Company has established asset oversight committees to administer the loan portfolio and monitor and manage credit risk. These committees include: (i) the Enterprise Risk Management Committee, (ii) the Credit Risk Management Committee and its Florida and New York regional subcommittees, (iii) the Asset Recovery Committee, and (iv) the Criticized Asset Committee. These committees meet at least quarterly.

The credit approval process provides for prompt and thorough underwriting and approval or decline of loan requests. The approval method used is a hierarchy of individual lending authorities for new credits and renewals. The Credit Risk Management Committee approves authorities for lending and credit personnel, which are ultimately submitted to our Board for ratification. Lending authorities are based on position, capability and experience of the individuals filling these positions. Authorities are periodically reviewed and updated.

BankUnited has established in-house borrower lending limits which are significantly lower than its legal lending limit of approximately $260 million , at December 31, 2014 . The in-house lending limit at December 31, 2014 was $75 million based on total credit exposure of a borrower. This limit is reviewed periodically by the Credit Risk Management Committee and approved annually by the Board of Directors.

Deposits

We offer traditional deposit products including checking accounts, money market deposit accounts, savings accounts and certificates of deposit with a variety of terms and rates. Our deposits are insured by the FDIC up to statutory limits. Demand deposit balances are concentrated in commercial and small business accounts. Our service fee schedule and rates are competitive with other financial institutions in our markets.

Investment Securities

The primary objectives of our investment policy are to provide liquidity necessary for day-to-day operations, provide a suitable balance of high credit and diversified quality assets to the consolidated balance sheet, manage interest rate risk exposure, and generate acceptable returns given the Company's established risk parameters.

The investment policy is reviewed annually by our Board of Directors. Overall investment goals are established by our Board, Chief Executive Officer, Chief Financial Officer, and members of the Asset/Liability Committee ("ALCO"). The Board has delegated the responsibility of monitoring our investment activities to ALCO. Day-to-day activities pertaining to the

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investment portfolio are conducted within the Company's Treasury division under the supervision of the Chief Financial Officer.

Risk Management and Oversight

Our Board of Directors oversees our risk management process, including the company-wide approach to risk management, carried out by our management. Our Board approves the Company's business plans and the policies that set standards for the nature and level of risk the Company is willing to assume. The Board receives reports on the Company's management of critical risks and the effectiveness of risk management systems. While our full Board maintains the ultimate oversight responsibility for the risk management process, its committees, including the audit and risk committee, the compensation committee and the nominating and corporate governance committee, oversee risk in certain specified areas.

Our Board has assigned responsibility to our Chief Risk Officer for maintaining a risk management framework to identify, manage and mitigate risks to the achievement of our strategic goals and objectives and ensure we operate in a safe and sound manner in accordance with the Board approved policies. We have invested significant resources to establish a robust enterprise-wide risk management framework to support the planned growth of our Company. Our framework is consistent with common industry practices and regulatory guidance and is appropriate to our size and the complexity of our business activities. Significant elements include ongoing identification and assessments of risk, executive management level risk committees to oversee compliance with the Board approved risk policies and adherence to risk limits, and ongoing testing and reporting by independent internal audit, credit review, and regulatory compliance groups. Executive level oversight of the risk management framework is provided by the Enterprise Risk Management Committee which is chaired by the Chief Risk Officer and attended by the senior executives of the Company. Reporting to the Enterprise Risk Management Committee are sub-committees dedicated to guiding and overseeing management of critical categories of risk, including the Credit Risk Management, Asset/Liability Management, Compliance Risk Management, Operational Risk Management, Corporate Disclosure, and Loss Share Compliance committees.

Marketing and Distribution

We conduct our banking business through 100 branches located in 15 Florida counties as well as 6 banking centers in the New York metropolitan area as of December 31, 2014 . Our distribution network also includes 104 ATMs, fully integrated on-line banking, mobile banking and a telephone banking service. We target growing companies and commercial and middle-market businesses, as well as individual consumers.

In order to market our products, we use local television, radio, digital, print and direct mail advertising and provide sales incentives for our employees.

Competition

Our markets are highly competitive. Our markets contain not only a large number of community and regional banks, but also a significant presence of the country's largest commercial banks. We compete with other state, national and international financial institutions located in our market areas as well as savings associations, savings banks and credit unions for deposits and loans. In addition, we compete with financial intermediaries such as consumer finance companies, mortgage banking companies, insurance companies, securities firms, mutual funds and several government agencies as well as major retailers, all actively engaged in providing various types of loans and other financial services. Our largest banking competitors in the Florida market include Bank of America, BB&T, BBVA Compass, HSBC, JPMorgan Chase, Regions Bank, Santander, Sabadell, SunTrust Banks, TD Bank and Wells Fargo. In the Tri-State market, we also compete with, in addition to the national and international financial institutions listed, Capital One, Signature Bank, New York Community Bank, Valley National and M&T Bank and numerous community banks.

Interest rates on both loans and deposits and prices of fee-based services are significant competitive factors among financial institutions generally. Other important competitive factors include office location, office hours, quality of customer service, availability of on-line and remote banking products, community reputation, continuity of personnel and services, and, in the case of larger commercial customers, relative lending limits and ability to offer sophisticated cash management and other commercial banking services. While we continue to provide competitive interest rates on both depository and lending products, we believe that we can compete most successfully by focusing on the financial needs of growing companies and their executives, consumers and commercial and middle-market businesses, and offering them a broad range of personalized services and sophisticated cash management tools tailored to their businesses.

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Regulation and Supervision

The U.S. banking industry is highly regulated under federal and state law. These regulations affect the operations of the Company and its subsidiaries.

Statutes, regulations and policies limit the activities in which we may engage and the conduct of our permitted activities and establish capital requirements with which we must comply. Further, the regulatory system imposes reporting and information collection obligations. We incur significant costs relating to compliance with these laws and regulations. Banking statutes, regulations and policies are continually under review by federal and state legislatures and regulatory agencies, and a change in them, including changes in how they are interpreted or implemented, could have a material adverse effect on our business.

The material statutory and regulatory requirements that are applicable to us are summarized below. The description below is not intended to summarize all laws and regulations applicable to us.

Bank and Bank Holding Company Regulation

BankUnited is currently a national bank. As a national bank organized under the National Bank Act, BankUnited is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the Office of the Comptroller of the Currency ("OCC").

Any entity that directly or indirectly controls a bank must be approved by the Federal Reserve Board under the Bank Holding Company Act of 1956 ("BHC Act") to become a bank holding company ("BHC"). BHCs are subject to regulation, inspection, examination, supervision and enforcement by the Federal Reserve Board under the BHC Act. The Federal Reserve Board's jurisdiction also extends to any company that is directly or indirectly controlled by a BHC.

The Company, which controls BankUnited, is a BHC and, as such, is subject to ongoing and comprehensive supervision, regulation, examination and enforcement by the Federal Reserve Board.

History of the Company as a Regulated Entity

On May 21, 2009, we received approvals from the Office of Thrift Supervision ("OTS") and FDIC for the organization of BankUnited as a federal savings association, for the Company to become a savings and loan holding company ("SLHC"), and for BankUnited to obtain federal deposit insurance.

Subsequently, on February 13, 2012, we received approval of the Federal Reserve Board to become a bank holding company in connection with the conversion of BankUnited from a federal savings association to a national bank and the acquisition of Herald by BankUnited, Inc. On February 14, 2012, we received approval of the OCC to convert BankUnited to a national bank. In connection with the conversion, BankUnited made certain commitments to the OCC regarding the business and capital plans of BankUnited. BankUnited, Inc. consummated these transactions on February 29, 2012, and became a BHC as of that date. In March 2013, Herald was merged into BankUnited.

FDIC Deposit Insurance

The FDIC is an independent federal agency that insures the deposits of federally insured depository institutions up to applicable limits. The FDIC also has certain regulatory, examination and enforcement powers with respect to FDIC-insured institutions. The deposits of BankUnited are insured by the FDIC up to applicable limits. As a general matter, the maximum deposit insurance amount is $250,000 per depositor.

Broad Supervision, Examination and Enforcement Powers

A principal objective of the U.S. bank regulatory system is to protect depositors by ensuring the financial safety and soundness of banking organizations. To that end, the banking regulators have broad regulatory, examination and enforcement authority. The regulators regularly examine the operations of banking organizations. In addition, banking organizations are subject to periodic reporting requirements.

The regulators have various remedies available if they determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of a banking organization's operations are unsatisfactory. The regulators may also take action if they determine that the banking organization or its management is violating or has violated any law or regulation. The regulators have the power to, among other things:


•	enjoin "unsafe or unsound" practices;

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•	require affirmative actions to correct any violation or practice;


•	issue administrative orders that can be judicially enforced;


•	direct increases in capital;


•	direct the sale of subsidiaries or other assets;


•	limit dividends and distributions;


•	restrict growth;


•	assess civil monetary penalties;


•	remove officers and directors; and


•	terminate deposit insurance.

The FDIC may terminate a depository institution's deposit insurance upon a finding that the institution's financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution's regulatory agency. Engaging in unsafe or unsound practices or failing to comply with applicable laws, regulations and supervisory agreements could subject the Company, and subsidiaries of the Company or their officers, directors and institution-affiliated parties to the remedies described above and other sanctions.

The Dodd-Frank Act

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, was signed into law. The Dodd-Frank Act is having a broad impact on the financial services industry, and imposes significant regulatory and compliance requirements, including the designation of certain financial companies as systemically important financial institutions ("SIFIs"), the changing roles of credit rating agencies, the imposition of increased capital, leverage, and liquidity requirements, and numerous other provisions designed to improve supervision and oversight of, and strengthen safety and soundness within, the financial services sector. Additionally, the Dodd-Frank Act establishes a new framework of authority to conduct systemic risk oversight within the financial system to be distributed among new and existing federal regulatory agencies, including the Financial Stability Oversight Council, or Council, the Federal Reserve Board, the OCC, and the FDIC.

The following items provide a brief description of certain provisions of the Dodd-Frank Act that are most relevant to the Company and its banking subsidiaries.


•	Source of strength. The Dodd-Frank Act requires all companies, including BHCs, that directly or indirectly control an insured depository institution to serve as a source of strength for the institution. Under this requirement, the Company in the future could be required to provide financial assistance to BankUnited should it experience financial distress.

•

Limitation on federal preemption. The Dodd-Frank Act significantly reduces the ability of national banks to rely on federal preemption of state consumer financial laws. Although the OCC, as the primary regulator of national banks, will have the ability to make preemption determinations where certain conditions are met, the broad rollback of federal preemption has the potential to create a patchwork of federal and state compliance obligations. This could, in turn, result in significant new regulatory requirements applicable to BankUnited, with potentially significant changes in our operations and increases in our compliance costs. It could also result in uncertainty concerning compliance, with attendant regulatory and litigation risks.

•

Company-Run Stress Testing. Under Section 165(i) of the Dodd-Frank Act and the stress testing rules of the Federal Reserve Board and OCC, each bank holding company and national bank with more than $10 billion and less than $50 billion in total consolidated assets must annually conduct a company-run stress test to estimate the potential impact of three scenarios provided by the agencies on its regulatory capital ratios and certain other financial metrics. In 2015, the Company and the Bank will submit the results of their company-run stress test to the Federal Reserve Board and OCC by March 31 and will publish a public summary of the results between June 15 and June 30.

•

Mortgage loan origination and risk retention. The Dodd-Frank Act contains additional regulatory requirements that may affect our operations and result in increased compliance costs. For example, the Dodd-Frank Act imposes new standards for mortgage loan originations on all lenders, including banking organizations, by requiring that lenders be able to substantiate they have made a good faith determination of a borrower's ability to repay a mortgage. The ability to repay requirement mandates specific factors that a lender must consider in evaluating a borrower's ability to repay. In 2013, federal regulators released the "qualified mortgage" rule. The qualified mortgage rule is intended to clarify

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the application of the Dodd-Frank Act requirement that mortgage lenders have a reasonable belief that borrowers have the ability to repay their mortgages. For mortgages meeting the regulatory definition of qualified mortgages, lenders generally enjoy a safe harbor with respect to compliance with the ability to repay rules. Generally, to be considered qualified mortgages, loans must meet all requirements set forth in the ability to repay rules and have debt-to-income ratios and closing costs not exceeding specified levels. Any prepayment penalties must fall within defined constraints. Loans meeting the regulatory definition of higher priced loans, or those with balloon, negative amortization or interest-only features do not meet the definition of qualified mortgages. While lenders are permitted to originate mortgages that do not meet the definition of qualified mortgages, the burden of demonstrating compliance with the ability to repay rules with respect to such mortgages is greater, possibly impeding a lender's ability to foreclose on such mortgages.

In addition, the Dodd-Frank Act generally requires lenders or securitizers to retain an economic interest in the credit risk relating to loans the lender sells or mortgage and other asset-backed securities that the securitizer issues. On August 28, 2013, the OCC, the Federal Reserve Board, the FDIC, the SEC, the Federal Housing Finance Agency and the Department of Housing and Urban Development issued a proposed rule in connection with the risk retention requirement mandated by Section 941 of the Dodd-Frank Act. The risk retention requirement generally requires a securitizer to retain no less than 5 percent of the credit risk in assets it sells into a securitization and prohibits a securitizer from directly or indirectly hedging or otherwise transferring the credit risk that the securitizer is required to retain, subject to limited exemptions. One significant exemption is for securities entirely collateralized by "qualified residential mortgages" ("QRMs"), which are loans deemed to have a lower risk of default. The proposed rule defines QRMs to have the same meaning as the term "qualified mortgage," as defined by the Consumer Financial Protection Bureau ("CFPB"). In addition, the Proposed Rule provides for reduced risk retention requirements for qualifying commercial loan, commercial real estate loan and auto loan securitizations. On October 22, 2014, the same regulatory agencies adopted a final version of the rule, retaining the same general substantive risk retention framework as the proposed rule.

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Expanded FDIC resolution authority. While insured depository institutions have long been subject to the FDIC's resolution process, the Dodd-Frank Act creates a new mechanism for the FDIC to conduct the orderly liquidation of certain "covered financial companies," including bank and thrift holding companies and systemically significant non-bank financial companies. Upon certain findings being made, the FDIC may be appointed receiver for a covered financial company, and would conduct an orderly liquidation of the entity. The FDIC liquidation process is modeled on the existing Federal Deposit Insurance Act, or FDIA bank resolution process, and generally gives the FDIC more discretion than in the traditional bankruptcy context. The FDIC has issued final rules implementing the orderly liquidation authority.

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CFPB. The Dodd-Frank Act created a new independent CFPB within the Federal Reserve Board. The CFPB is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The CFPB has rulemaking authority over many of the statutes governing products and services offered to bank and thrift consumers. For banking organizations with assets of $10 billion or more, the CFPB has exclusive rule making and examination, and primary enforcement authority under federal consumer financial law. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB. Compliance with any such new regulations would increase our cost of operations and could necessitate changes to certain of our business practices.

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Deposit insurance. The Dodd-Frank Act made permanent the general $250,000 deposit insurance limit for insured deposits. Amendments to the FDIA also revised the assessment base against which an insured depository institution's deposit insurance premiums paid to the deposit insurance fund, or DIF, of the FDIC are calculated. Under the amendments, the assessment base is no longer the institution's deposit base, but rather its average consolidated total assets less its average tangible equity. Additionally, the Dodd-Frank Act made changes to the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15 percent to 1.35 percent of the estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds.

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Transactions with affiliates and insiders. The Dodd-Frank Act generally enhanced the restrictions on transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of "covered transactions" and clarification regarding the amount of time for which collateral requirements regarding covered credit transactions must be satisfied. Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivatives transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions.

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Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution's board of directors.

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Enhanced lending limits. The Dodd-Frank Act strengthens the existing limits on a depository institution's credit exposure to one borrower. The OCC has published a final rule amending its existing lending limits to incorporate changes made by the Dodd-Frank Act. The Dodd-Frank Act and the final rule amend the OCC's lending limit regulation to include credit exposures arising from derivative transactions and repurchase agreements, reverse repurchase agreements, securities lending transactions, and securities borrowing transactions. The final rule exempts certain types of transactions, and outlines the methods that banks can choose from to measure credit exposures of derivative transactions and securities financing transactions. In most cases, a bank may choose which method it will use; the OCC, however, may specify that a bank use a particular method for safety and soundness reasons.

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Corporate governance. The Dodd-Frank Act addresses many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies, including the Company. The Dodd-Frank Act (1) grants stockholders of U.S. publicly traded companies an advisory vote on executive compensation; (2) enhances independence requirements for compensation committee members; (3) requires companies listed on national securities exchanges to adopt incentive-based compensation clawback policies for executive officers; and (4) provides the SEC with authority to adopt proxy access rules that would allow stockholders of publicly traded companies to nominate candidates for election as a director and have those nominees included in a company's proxy materials.

The requirements of the Dodd-Frank Act are in the process of being implemented over time and most will be subject to regulations implemented over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements.

Failure to comply with the new requirements may negatively impact our results of operations and financial condition.

The Volcker Rule

On December 10, 2013, five U.S. financial regulators, including the Federal Reserve Board and the OCC, adopted a final rule implementing the so-called "Volcker Rule." The Volcker Rule was created by Section 619 of the Dodd-Frank Act and generally prohibits "banking entities" from engaging in "proprietary trading" and making investments and conducting certain other activities with "private equity funds and hedge funds."

Although the final rule provides some tiering of compliance and reporting obligations based on size, the fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including the Company and BankUnited. Banking entities with total assets of $10 billion or more, such as the Company and BankUnited, that engage in activities subject to the Volcker Rule will be required to establish a six-element compliance program to address the prohibitions of, and exemptions from, the Volcker Rule. The final rule became effective April 1, 2014; however, at the time the agencies released the final Volcker Rule, the Federal Reserve Board announced an extension of the conformance period for all banking entities until July 21, 2015. On December 18, 2014, the Federal Reserve Board granted an additional one year extension to July 21, 2016, for certain “legacy covered fund” investments and relationships entered into by banking entities prior to December 31, 2013. The Federal Reserve Board also indicated that it planned to grant an additional one year extension to July 21, 2017, at a later date.

In response to industry questions regarding the final Volcker Rule, the OCC, Federal Reserve Board, the FDIC, the SEC, and the CFTC issued a clarifying interim final rule on January 14, 2014, permitting banking entities to retain interests in certain collateralized debt obligations ("CDOs") backed by trust preferred securities if the CDO meets certain requirements.

Notice and Approval Requirements Related to Control

Banking laws impose notice, approval, and ongoing regulatory requirements on any stockholder or other party that seeks to acquire direct or indirect "control" of an FDIC-insured depository institution. These laws include the BHC Act, the Change in Bank Control Act, and the Savings and Loan Holding Company Act. Among other things, these laws require regulatory filings by a stockholder or other party that seeks to acquire direct or indirect "control" of an FDIC-insured depository institution. The determination of whether an investor "controls" a depository institution is based on all of the facts and circumstances surrounding the investment. As a general matter, a party is deemed to control a depository institution or other company if the

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party owns or controls 25% or more of any class of voting stock. Subject to rebuttal, a party may be presumed to control a depository institution or other company if the investor owns or controls 10% or more of any class of voting stock. Ownership by affiliated parties, or parties acting in concert, is typically aggregated for these purposes. If a party's ownership of the Company were to exceed certain thresholds, the investor could be deemed to "control" the Company for regulatory purposes. This could subject the investor to regulatory filings or other regulatory consequences.

In addition, except under limited circumstances, BHCs are prohibited from acquiring, without prior approval:


•	control of any other bank or BHC or all or substantially all the assets thereof; or


•	more than 5% of the voting shares of a bank or BHC which is not already a subsidiary.

Permissible Activities and Investments

Banking laws generally restrict the ability of the Company from engaging in activities other than those determined by the Federal Reserve Board to be so closely related to banking as to be a proper incident thereto. The Gramm-Leach-Bliley Financial Modernization Act of 1999, or "GLB Act," expanded the scope of permissible activities for a BHC that qualifies as a financial holding company. Under the regulations implementing the GLB Act, a financial holding company may engage in additional activities that are financial in nature or incidental or complementary to a financial activity. Those activities include, among other activities, certain insurance and securities activities. Qualifications for becoming a financial holding company include, among other things, meeting certain specified capital standards and achieving certain management ratings in examinations. Under the Dodd-Frank Act, BHCs and their subsidiaries must be well-capitalized and well-managed in order for the BHC and its nonbank affiliates to engage in the expanded financial activities permissible only for a financial holding company.

In addition, as a general matter, the establishment or acquisition by the Company of a depository institution or, in certain cases, a non-bank entity, requires prior regulatory approval.

Regulatory Capital Requirements and Capital Adequacy

The federal bank regulators view capital levels as important indicators of an institution's financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. The final supervisory determination on an institution's capital adequacy is based on the regulator's assessment of numerous factors. Both the Company and BankUnited are subject to regulatory capital requirements.

The Federal Reserve Board has established risk-based and leverage capital guidelines for BHCs, including the Company. The OCC has established substantially similar risk-based and leverage capital guidelines applicable to national banks, including BankUnited. The risk-based capital guidelines in place as of December 31, 2014, commonly referred to as Basel I, were based upon the 1988 capital accord of the International Basel Committee on Banking Supervision ("Basel Committee"), a committee of central banks and bank supervisors, as implemented by the U.S. federal banking agencies. The federal banking agencies subsequently adopted separate risk-based capital guidelines for so-called "core banks" based upon the Revised Framework for the International Convergence of Capital Measurement and Capital Standards ("Basel II") issued by the Basel Committee in November 2005, and most recently are in the process of implementing the revised framework referred to as "Basel III."

Basel I

The risk-based capital standards are designed to make regulatory capital more sensitive to differences in credit and market risk profiles among banks and BHCs and to account for off-balance sheet exposures. Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights. Under the Basel I-based guidelines, the minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet items such as standby letters of credit) was eight percent. At least half of total capital was required to be composed of tier 1 capital, which included common stockholders' equity (including retained earnings), qualifying non-cumulative perpetual preferred stock and, for BHCs only, a limited amount of qualifying cumulative perpetual preferred stock and a limited amount of trust preferred securities, and minority interests in the equity accounts of consolidated subsidiaries, less goodwill, other disallowed intangibles, and disallowed deferred tax assets, among other items. The Federal Reserve Board also adopted a minimum leverage ratio for BHCs, requiring tier 1 capital of at least three percent of average quarterly total consolidated assets (as defined for regulatory purposes), net of goodwill and certain other intangible assets.

The federal banking agencies also established risk-based and leverage capital guidelines that FDIC-insured depository institutions were required to meet. These regulations were generally similar to those established by the Federal Reserve Board for bank holding companies.

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Basel II

Under the final U.S. Basel II rules issued by the federal banking agencies, there were a small number of "core" banking organizations required to use the advanced approaches under Basel II for calculating risk-based capital related to credit risk and operational risk, instead of the methodology reflected in the regulations effective prior to adoption of Basel II. The rules also required core banking organizations to have rigorous processes for assessing overall capital adequacy in relation to their total risk profiles, and to publicly disclose certain information about their risk profiles and capital adequacy. The Company and BankUnited were not among the core banking organizations required to use Basel II advanced approaches.

Basel III

On December 16, 2010, the Basel Committee released its final framework for strengthening international capital and liquidity regulation, known as Basel III. The Basel III calibration and phase-in arrangements were subject to individual adoption by member nations, including the United States. Under these standards, when fully phased-in on January 1, 2019, banking institutions will be required to satisfy three risk-based capital ratios:


(i)	A common equity tier 1 ratio of at least 7.0%, inclusive of 4.5% minimum common equity tier 1 ratio, net of regulatory deductions, and the new 2.5% "capital conservation buffer", of common equity to risk-weighted assets;


(ii)	A tier 1 capital ratio of at least 8.5%, inclusive of the 2.5% capital conservation buffer; and


(iii)	A total capital ratio of at least 10.5%, inclusive of the 2.5% capital conservation buffer.

The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a common equity tier 1 ratio above the minimum but below the conservation buffer may face constraints on dividends, equity repurchases, and compensation based on the amount of such shortfall. The Basel Committee also announced that a "countercyclical buffer" of 0% to 2.5% of common equity or other loss-absorbing capital "will be implemented according to national circumstances" as an "extension" of the conservation buffer during periods of excess credit growth. The countercyclical buffer would not apply to the Company or BankUnited.

Basel I and Basel II did not include a leverage requirement as an international standard. However, Basel III includes a non-risk adjusted tier 1 leverage ratio of 4%, based on a measure of total exposure rather than total assets and new liquidity standards.

On November 4, 2011 the Basel Committee issued its final rule setting forth proposals to apply a new common equity tier 1 surcharge to certain designated global systemically important banks ("GSIBs"). On November 1, 2012, using the Basel Committee's methodology, the Financial Stability Board and the Basel Committee identified 28 financial institutions determined to be GSIBs. The group of GSIBs is updated annually and published by the Financial Stability Board each November. The Company has not been designated as a GSIB.

U.S. Implementation of Basel III

In July 2013, the federal banking agencies published final rules (the "Basel III Capital Rules") that revised their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to implement, in part, agreements reached by the Basel Committee and certain provisions of the Dodd-Frank Act. While some provisions are tailored to larger institutions, the Basel III Capital Rules generally apply to all banking organizations, including the Company and BankUnited.

Among other things, the Basel III Capital Rules: (i) introduce a new capital measure entitled "Common Equity Tier 1" ("CET1"); (ii) specify that tier 1 capital consist of CET1 and additional instruments satisfying specified requirements that permit inclusion in tier 1 capital; (iii) define CET1 narrowly by requiring that most deductions or adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions or adjustments from capital as compared to the existing regulations.

Under the Basel III Capital Rules, banking organizations that do not meet the definition of an advanced approaches institution are provided a one-time option in their initial regulatory financial report filed after January 1, 2015 to remove certain components of accumulated other comprehensive income from the computation of common equity regulatory capital.

The Basel III Capital Rules also provide a permanent exemption from the proposed phase out of existing trust preferred securities and cumulative perpetual preferred stock from regulatory capital for banking organizations with less than $15 billion in total assets, while also implementing stricter eligibility requirements for regulatory capital instruments that should serve to disallow the inclusion of all non-exempt issuances of trust preferred securities and cumulative perpetual preferred stock from tier 1 capital. The Basel III Capital Rules also provide additional constraints on the inclusion of minority interests, mortgage

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servicing assets, deferred tax assets and certain investments in the capital of unconsolidated financial institutions in tier 1 capital, as well as applying stricter risk weighting rules to these assets.

The Basel III Capital Rules provide for the following minimum capital to risk-weighted assets ratios:


(i)	4.5% based upon CET1;


(ii)	6.0% based upon tier 1 capital; and


(iii)	8.0% based upon total regulatory capital.

A minimum leverage ratio (tier 1 capital as a percentage of average total assets) of 4.0% is also required under the Basel III Capital Rules. The Basel III Capital Rules additionally require institutions to retain a capital conservation buffer of 2.5% above these required minimum capital ratio levels, to be phased in at annual increments of 0.625% beginning in 2016. Banking organizations that fail to maintain the minimum required capital conservation buffer could face restrictions on capital distributions or discretionary bonus payments to executive officers, with distributions and discretionary bonus payments being completely prohibited if no capital conservation buffer exists, or in the event of the following: (i) the banking organization's capital conservation buffer was below 2.5% (or the minimum amount required) at the beginning of a quarter; and (ii) its cumulative net income for the most recent quarterly period plus the preceding four calendar quarters is less than its cumulative capital distributions (as well as associated tax effects not already reflected in net income) during the same measurement period.

The Basel III Capital Rules also provide stricter rules related to the risk weighting of past due and certain commercial real estate loans, as well as on some equity investment exposures, and replace the existing credit rating approach for determining the risk weighting of securitization exposures with an alternative approach.

Finally, the Basel III Capital Rules amend the thresholds under the "prompt corrective action" framework enforced with respect to the Bank by the OCC to reflect both (i) the generally heightened requirements for regulatory capital ratios as well as (ii) the introduction of the CET1 capital measure.

The enactment of the Basel III Capital Rules could increase the required capital levels of the Company and BankUnited. The Basel III Capital Rules became effective as applied to the Company and BankUnited on January 1, 2015, with a phase in period from January 1, 2015 through January 1, 2019. The Company is incorporating the Basel III Capital Rules into its company-run stress tests beginning with the 2014-2015 stress-test cycle.

Liquidity Coverage Ratio

The Basel III Capital Rules adopted in July 2013 did not address the proposed liquidity coverage ratio ("LCR") called for by the Basel Committee's Basel III framework. On October 24, 2013, the Federal Reserve Board issued a proposed rule implementing a LCR requirement in the United States for larger banking organizations. On September 3, 2014, the Federal Reserve Board finalized the rule implementing a LCR requirement in a form largely identical to the proposed rule. Neither the Company nor BankUnited are subject to the LCR requirement.

Dodd-Frank Act Capital Changes

Under the Dodd-Frank Act, the Federal Reserve Board may increase the capital buffer for SIFIs. The purpose of these new capital requirements is to ensure financial institutions are better capitalized to withstand periods of unfavorable financial and economic conditions. The Dodd-Frank Act also requires the establishment of more stringent prudential standards for SIFIs, which include requiring the federal banking agencies to adopt capital and liquidity requirements which address the risks that the activities of an institution pose to the institution and the public and private stakeholders, including risks arising from certain enumerated activities.

The Company cannot determine the ultimate effect that additional potential future legislation, or subsequent additional regulations, if enacted, would have upon the Company's earnings or financial position.

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Prompt Corrective Action

Under the FDIA, the federal bank regulatory agencies must take "prompt corrective action" against undercapitalized U.S. depository institutions. U.S. depository institutions are assigned one of five capital categories: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized," and are subjected to differential regulation corresponding to the capital category within which the institution falls. As of December 31, 2014, a depository institution was deemed to be "well capitalized" if the banking institution had a total risk-based capital ratio of 10.0% or greater, a tier 1 risk-based capital ratio of 6.0% or greater, and a leverage ratio of 5.0% or greater, and the institution was not subject to an order, written agreement, capital directive, or prompt corrective action directive to meet and maintain a specific level for any capital measure. Under certain circumstances, a well capitalized, adequately capitalized or undercapitalized institution may be treated as if the institution were in the next lower capital category. A banking institution that is undercapitalized is required to submit a capital restoration plan. Failure to meet capital guidelines could subject the institution to a variety of enforcement remedies by federal bank regulatory agencies, including: termination of deposit insurance by the FDIC, restrictions on certain business activities, and appointment of the FDIC as conservator or receiver. As of December 31, 2014 , the Company and BankUnited were well capitalized.

As noted above, as of January 1, 2015, the Basel III Capital Rules amend the thresholds under the "prompt corrective action" framework enforced with respect to the Bank by the OCC to reflect both (i) the generally heightened requirements for regulatory capital ratios as well as (ii) the introduction of the CET1 capital measure.

Regulatory Limits on Dividends and Distributions

Federal law currently imposes limitations upon certain capital distributions by national banks, such as certain cash dividends, payments to repurchase or otherwise acquire its shares, payments to stockholders of another institution in a cash-out merger and other distributions charged against capital. The Federal Reserve Board and OCC regulate all capital distributions by BankUnited directly or indirectly to the Company, including dividend payments.

BankUnited may not pay dividends to the Company if, after paying those dividends, it would fail to meet the required minimum levels under risk-based capital guidelines and the minimum leverage capital ratio requirements, or in the event the OCC notified BankUnited that it was in need of more than normal supervision. Under the FDIA, an insured depository institution such as BankUnited is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become "undercapitalized." Payment of dividends by BankUnited also may be restricted at any time at the discretion of the appropriate regulator if it deems the payment to constitute an unsafe and unsound banking practice.

In addition, BankUnited is subject to supervisory limits on its ability to declare or pay a dividend or reduce its capital unless certain conditions are satisfied.

Reserve Requirements

Pursuant to regulations of the Federal Reserve Board, all banking organizations are required to maintain average daily reserves at mandated ratios against their transaction accounts. In addition, reserves must be maintained on certain non-personal time deposits. These reserves must be maintained in the form of vault cash or in an account at a Federal Reserve Bank.

Limits on Transactions with Affiliates and Insiders

Insured depository institutions are subject to restrictions on their ability to conduct transactions with affiliates and other related parties. Section 23A of the Federal Reserve Act imposes quantitative limits, qualitative requirements, and collateral requirements on certain transactions by an insured depository institution with, or for the benefit of, its affiliates. Transactions covered by Section 23A include loans, extensions of credit, investment in securities issued by an affiliate, and acquisitions of assets from an affiliate. Section 23B of the Federal Reserve Act requires that most types of transactions by an insured depository institution with, or for the benefit of, an affiliate be on terms at least as favorable to the insured depository institution as if the transaction were conducted with an unaffiliated third party.

As noted above, the Dodd-Frank Act generally enhances the restrictions on transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of "covered transactions" and a clarification regarding the amount of time for which collateral requirements regarding covered credit transactions must be satisfied. The ability of the Federal Reserve Board to grant exemptions from these restrictions is also narrowed by the Dodd-Frank Act, including by requiring coordination with other bank regulators.

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The Federal Reserve Board's Regulation O and OCC regulations impose restrictions and procedural requirements in connection with the extension of credit by an insured depository institution to directors, executive officers, principal stockholders and their related interests.

Examination Fees

The OCC currently charges fees to recover the costs of examining national banks, processing applications and other filings, and covering direct and indirect expenses in regulating national banks. The Dodd-Frank Act provides various agencies with the authority to assess additional supervision fees.

Deposit Insurance Assessments

FDIC-insured depository institutions are required to pay deposit insurance assessments to the FDIC. The amount of a particular institution's deposit insurance assessment is based on that institution's risk classification under an FDIC risk-based assessment system. An institution's risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators. Deposit insurance assessments fund the DIF. As noted above, the Dodd-Frank Act changed the way an insured depository institution's deposit insurance premiums are calculated. Future changes to our risk classification or to the method for calculating premiums generally may impact assessment rates, which could impact the profitability of our operations.

Depositor Preference

The FDIA provides that, in the event of the "liquidation or other resolution" of an insured depository institution, the claims of depositors of the institution (including the claims of the FDIC as subrogee of insured depositors) and certain claims for administrative expenses of the FDIC as a receiver will have priority over other general unsecured claims against the institution. If we invest in or acquire an insured depository institution that fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including us, with respect to any extensions of credit they have made to such insured depository institution.

Federal Reserve System and Federal Home Loan Bank System

As a national bank, BankUnited is required to hold shares of capital stock in a Federal Reserve Bank. BankUnited holds capital stock in the Federal Reserve Bank of Atlanta. As a member of the Federal Reserve System, BankUnited has access to the Federal Reserve discount window lending and payment clearing systems.

BankUnited is a member of the Federal Home Loan Bank of Atlanta. Each FHLB provides a central credit facility primarily for its member institutions as well as other entities involved in home mortgage lending. Any advances from a FHLB must be secured by specified types of collateral, and BankUnited may only obtain advances for the purpose of providing funds for residential housing finance. As a member of the FHLB, BankUnited is required to acquire and hold shares of capital stock in the FHLB of Atlanta. BankUnited is in compliance with this requirement.

Anti-Money Laundering and OFAC

Under federal law, financial institutions must maintain anti-money laundering programs that include established internal policies, procedures, and controls; a designated compliance officer; an ongoing employee training program; and testing of the program by an independent audit function. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence and customer identification in their dealings with non-U.S. financial institutions and non-U.S. customers. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions, and law enforcement authorities have been granted increased access to financial information maintained by financial institutions. Bank regulators routinely examine institutions for compliance with these obligations and they must consider an institution's compliance in connection with the regulatory review of applications, including applications for banking mergers and acquisitions. The regulatory authorities have imposed "cease and desist" orders and civil money penalty sanctions against institutions found to be violating these obligations.

The U.S. Department of the Treasury's Office of Foreign Assets Control, or "OFAC," is responsible for helping to insure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC publishes lists of persons, organizations, and countries suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. If the Company or BankUnited finds a name on any transaction, account or wire transfer that is on an OFAC list, the Company or BankUnited must freeze or block such account or transaction, file a suspicious activity report and notify the appropriate authorities.

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Consumer Laws and Regulations

Banking organizations are subject to numerous laws and regulations intended to protect consumers. These laws include, among others:


•	Truth in Lending Act;


•	Truth in Savings Act;


•	Electronic Funds Transfer Act;


•	Expedited Funds Availability Act;


•	Equal Credit Opportunity Act;


•	Fair and Accurate Credit Transactions Act;


•	Fair Housing Act;


•	Fair Credit Reporting Act;


•	Fair Debt Collection Act;


•	Gramm-Leach-Bliley Act;


•	Home Mortgage Disclosure Act;


•	Right to Financial Privacy Act;


•	Real Estate Settlement Procedures Act;


•	laws regarding unfair and deceptive acts and practices; and


•	usury laws.

Many states and local jurisdictions have consumer protection laws analogous, and in addition to, those listed above. These federal, state and local laws regulate the manner in which financial institutions deal with customers when taking deposits, making loans, or conducting other types of transactions. Failure to comply with these laws and regulations could give rise to regulatory sanctions, customer rescission rights, action by state and local attorneys general, and civil or criminal liability. The creation of the CFPB by the Dodd-Frank Act has led to enhanced enforcement of consumer financial protection laws.

The Community Reinvestment Act

The Community Reinvestment Act, or "CRA," is intended to encourage banks to help meet the credit needs of their service areas, including low and moderate-income neighborhoods, consistent with safe and sound operations. The bank regulators examine and assign each bank a public CRA rating.

The CRA then requires bank regulators to take into account the federal banking bank's record in meeting the needs of its service area when considering an application by a bank to establish or relocate a branch or to conduct certain mergers or acquisitions. The Federal Reserve Board is required to consider the CRA records of a BHC's controlled banks when considering an application by the BHC to acquire a banking organization or to merge with another BHC. When the Company or BankUnited applies for regulatory approval to make certain investments, the regulators will consider the CRA record of target institutions and the Company's depository institution subsidiaries. An unsatisfactory CRA record could substantially delay approval or result in denial of an application. The regulatory agency's assessment of the institution's record is made available to the public. Following its most recent CRA examination in October 2012, BankUnited received an overall rating of "Satisfactory."

Changes in Laws, Regulations or Policies

Federal, state and local legislators and regulators regularly introduce measures or take actions that would modify the regulatory requirements applicable to banks, their holding companies and other financial institutions. Changes in laws, regulations or regulatory policies could adversely affect the operating environment for the Company in substantial and unpredictable ways, increase our cost of doing business, impose new restrictions on the way in which we conduct our operations or add significant operational constraints that might impair our profitability. We cannot predict whether new legislation will be enacted and, if enacted, the effect that it, or any implementing regulations, would have on our business,

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financial condition or results of operations. The Dodd-Frank Act is in the process of imposing substantial changes to the regulatory framework applicable to us and our subsidiaries. The majority of these changes will be implemented over time by various regulatory agencies. The full effect that these changes will have on us remains uncertain at this time and may have a material adverse effect on our business and results of operations.

Employees

At December 31, 2014 , we employed 1,569 full-time employees and 78 part-time employees. None of our employees are parties to a collective bargaining agreement. We believe that our relations with our employees are good.

Available Information

Our website address is www.bankunited.com. Our electronic filings with the SEC (including all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and if applicable, amendments to those reports) are available free of charge on the website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information posted on our website is not incorporated into this Annual Report. In addition, the SEC maintains a website that contains reports and other information filed with the SEC. The website can be accessed at http://www.sec.gov.

Item 1A. Risk Factors

Our business may be adversely affected by conditions in the financial markets and economic conditions generally.

Markets and economic conditions in the United States have generally improved from the economic downturn at the end of the last decade. Although real estate prices, unemployment rates and other economic indicators have improved, they have yet to return to pre-downturn levels. The potential for economic disruption continues and there can be no assurance that economic conditions will continue to improve. A slowing of improvement or a return to deteriorating business or economic conditions generally, or more specifically in the principal markets in which we do business, could have one or more of the following adverse effects on our business, financial condition and results of operations:


•	A decrease in demand for our loan and deposit products;


•	An increase in delinquencies and defaults by borrowers or counterparties;


•	A decrease in the value of our assets;


•	A decrease in earnings; and


•	A decrease in our ability to access the capital markets.

Our enterprise risk management framework may not be effective in mitigating the risks to which we are subject, or in reducing the potential for losses in connection with such risks.

Our enterprise risk management framework is designed to minimize or mitigate the risks to which we are subject, as well as any losses stemming from such risks. Although we seek to identify, measure, monitor, report, and control our exposure to such risks, and employ a broad and diversified set of risk monitoring and mitigation techniques in the process, those techniques are inherently limited in their ability to anticipate the existence or development of risks that are currently unknown and unanticipated. The ineffectiveness of our enterprise risk management framework in mitigating the impact of known risks or the emergence of previously unknown or unanticipated risks may result in our incurring losses in the future that could adversely impact our financial condition and results of operations.

Risks Related to Our Business

Our business is highly susceptible to credit risk on our non-covered assets.

As a lender, we are exposed to the risk that our customers will be unable to repay their loans according to their terms and that the collateral securing the payment of their loans, if any, may be insufficient to assure repayment. Credit losses are inherent in the business of making loans. To a lesser extent, we have credit risk embedded in our securities portfolio. Our credit standards, procedures and policies may not prevent us from incurring substantial credit losses, particularly if economic or market conditions deteriorate. It is difficult to determine the many ways in which a decline in economic or market conditions may impact the credit quality of our assets. The Loss Sharing Agreements only cover certain legacy assets, and credit losses on assets not covered by the Loss Sharing Agreements could have a material adverse effect on our operating results.

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Our allowance for loan and lease losses may not be adequate to cover actual credit losses.

We maintain an allowance for loan and lease losses ("ALLL") that represents management's estimate of probable losses inherent in our credit portfolio. This estimate requires management to make significant assumptions and involves a high degree of judgment, particularly as our new loan portfolio has not yet developed an observable loss trend. Management considers numerous factors in determining the amount of the ALLL, including, but not limited to, internal risk ratings, loss forecasts, collateral values, delinquency rates, historical loss severities, the level of non-performing and restructured loans in the loan portfolio, product mix, underwriting practices, credit administration, portfolio trends, industry conditions, economic trends and net charge-off trends. The effects of any decreases in expected cash flows on covered loans are also considered in the establishment of the allowance for credit losses.

If management's assumptions and judgments prove to be incorrect, our current allowance may be insufficient and we may be required to increase our ALLL. In addition, regulatory authorities periodically review our ALLL and may require us to increase our provision for loan losses or recognize further loan charge-offs, based on judgments different than those of our management. Adverse economic conditions could make management's estimate even more complex and difficult to determine. Any increase in our ALLL will result in a decrease in net income and capital and could have a material adverse effect on our financial condition and results of operations. See Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Analysis of the Allowance for Loan and Lease Losses" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Allowance for Loan and Lease Losses."

Our business is susceptible to interest rate risk.

Our business and financial performance are impacted by market interest rates and movements in those rates. Since a high percentage of our assets and liabilities are interest bearing, changes in rates, in the shape of the yield curve or in spreads between different types of rates can have a material impact on our results of operations and the values of our assets and liabilities. Changes in the value of investment securities available for sale directly impact equity through adjustments of accumulated other comprehensive income. Interest rates are highly sensitive to many factors over which we have no control and which we may not be able to anticipate adequately, including general economic conditions and the monetary and tax policies of various governmental bodies, particularly the Federal Reserve Board.

Our earnings and cash flows depend to a great extent upon the level of our net interest income. Net interest income is the difference between the interest income we earn on loans, investments and other interest earning assets, and the interest we pay on interest bearing liabilities, such as deposits and borrowings. The current low level of market interest rates limits our ability to add higher yielding assets to the balance sheet. If this prolonged period of low rates continues beyond current forecasts, it may exacerbate downward pressure on our net interest margin and have a negative impact on our net interest income in the future. Changes in interest rates can increase or decrease our net interest income, because different types of assets and liabilities may react differently, and at different times, to market interest rate changes. When interest bearing liabilities mature or reprice more quickly than interest earning assets in a period of rising rates, an increase in interest rates could reduce net interest income. Similarly, when interest earning assets mature or reprice more quickly than interest bearing liabilities, falling interest rates could reduce net interest income. Additionally, an increase in interest rates may, among other things, reduce the demand for loans and our deposit products, decrease loan repayment rates and negatively affect borrowers' ability to meet their obligations. A decrease in the general level of interest rates may affect us through, among other things, increased prepayments on our loan and mortgage-backed securities portfolios and increased competition for deposits.

We attempt to manage interest rate risk by adjusting the rates, maturity, repricing, and balances of the different types of interest-earning assets and interest bearing liabilities and through the use of hedging instruments; however, interest rate risk management techniques are not precise, and we may not be able to successfully manage our interest rate risk. Our ability to manage interest rate risk could be negatively impacted by longer fixed rate terms on real estate loans being added to our portfolio. A rapid or unanticipated increase or decrease in interest rates, changes in the shape of the yield curve or in spreads between rates could have an adverse effect on our net interest margin and results of operations.

Ineffective liquidity management could adversely affect our financial condition and results of operations.

Effective liquidity management is essential for the operation of our business. We require sufficient liquidity to meet customer loan requests, customer deposit maturities and withdrawals and other cash commitments under both normal operating conditions and under unpredictable circumstances causing industry or general financial market stress. Our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy generally. Factors that could detrimentally impact our access to liquidity sources include a downturn in economic conditions in the geographic markets in which our operations are concentrated or in the financial or credit markets in general. Our access to liquidity in the form of deposits may also be affected

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by the liquidity needs of our depositors. A substantial portion of our liabilities consist of deposit accounts that are payable on demand or upon several days' notice, while by comparison, the majority of our assets are loans, which cannot be called or sold in the same time frame. Although we have historically been able to replace maturing deposits and advances as necessary, we might not be able to replace such funds in the future. A failure to maintain adequate liquidity could materially and adversely affect our business, results of operations or financial condition.

We may not be successful in executing our fundamental growth strategy.

Growth of our business, whether organic or through acquisitions, is an essential component of our business strategy. Commercial and consumer banking in our primary markets is highly competitive. There is no guarantee that we will be able to successfully execute our organic growth strategy in these markets.

We also compete with other financial institutions for acquisition opportunities and there are a limited number of candidates that meet our acquisition criteria. Consequently, we may not be able to identify suitable candidates for acquisitions. If we are unable to locate suitable acquisition candidates willing to sell on terms acceptable to us, we will not be able to execute a strategy of growth by acquisition.

If we do identify suitable candidates and succeed in consummating future acquisitions, acquisitions involve risks that the acquired businesses may not achieve anticipated revenue, earnings or cash flows. There may also be unforeseen liabilities relating to the acquired businesses or arising out of the acquisitions, asset quality problems of the acquired entities, difficulty operating in markets in which we have had no or only limited experience and other conditions not within our control, such as adverse personnel relations, loss of customers because of change in identity, and deterioration in local economic conditions.

In addition, the process of integrating acquired entities will divert significant management time and resources. We may not be able to integrate successfully or operate profitably any financial institutions or complementary businesses we may acquire. We may experience disruption and incur unexpected expenses in integrating acquisitions. Any acquisitions we do make may not enhance our cash flows, business, financial condition, results of operations or prospects and may have an adverse effect on our results of operations, particularly during periods in which the acquisitions are being integrated into our operations.

Lastly, our growth plans are dependent on the availability of capital and funding. Our ability to raise capital through the sale of stock or debt securities may be affected by market conditions, economic conditions or regulatory changes. There is no assurance that sufficient capital or funding will be available in the future, upon acceptable terms or at all.

Failure to comply with the terms of our Loss Sharing Agreements with the FDIC may result in significant losses.

A significant portion of BankUnited's revenue continues to be derived from the covered assets. The Loss Sharing Agreements with the FDIC provide that a significant portion of losses related to the covered assets will be borne by the FDIC. Under the Loss Sharing Agreements, we are obligated to comply with certain loan servicing standards, including requirements to participate in government-sponsored loan modification programs. As these standards continue to evolve, we may experience difficulties in complying with the requirements of the Loss Sharing Agreements, which could result in covered assets losing some or all of their coverage. BankUnited's compliance with the terms of the Loss Sharing Agreements is subject to audit by the FDIC through its designated agent. The required terms of the agreements are extensive and failure to comply with any of the guidelines could result in a specific asset or group of assets losing their loss sharing coverage. See "Item 1. Business—The FSB Acquisition."

The geographic concentration of our markets in the coastal regions of Florida and the New York metropolitan area makes our business highly susceptible to local economic conditions.

Unlike larger financial institutions that are more geographically diversified, our operations are concentrated in the coastal regions of Florida and the New York metropolitan area. Additionally, a significant portion of our loans secured by real estate are secured by commercial and residential properties in these geographic regions. Accordingly, the ability of our borrowers to repay their loans, and the value of the collateral securing such loans, may be significantly affected by economic conditions in these regions or by changes in the local real estate markets. The Florida economy and our market in particular were affected by the most recent downturn in commercial and residential property values, and the decline in real estate values in Florida during the downturn was higher than the national average. Additionally, the Florida economy relies heavily on tourism and seasonal residents. Disruption or deterioration in economic conditions in the markets we serve could result in one or more of the following:


•	an increase in loan delinquencies;

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•	an increase in problem assets and foreclosures;


•	a decrease in the demand for our products and services; or


•	a decrease in the value of collateral for loans, especially real estate, in turn reducing customers' borrowing power, the value of assets associated with problem loans and collateral coverage.

Hurricanes and other weather-related events, as well as man-made disasters, could cause a disruption in our operations or other consequences that could have an adverse impact on our results of operations.

The occurrence of a hurricane or other natural disaster to which our markets are susceptible or a man-made catastrophe such as the 2010 Gulf of Mexico oil spill or terrorist activity could disrupt our operations, result in damage to our properties, reduce or destroy the value of collateral and negatively affect the local economies in which we operate, which could have a material adverse effect on our results of operations.

Delinquencies and defaults in residential mortgages have created a backlog in courts, where subject to judicial foreclosure, and an increase in the amount of legislative action that might restrict or delay our ability to foreclose and hence delay the collection of payments for single family residential loans under the Loss Sharing Agreements.

For the single family residential loans covered by the Loss Sharing Agreements, we cannot collect loss share payments until we liquidate the properties securing those loans. These loss share payments could be delayed by an extended foreclosure process, including delays resulting from a court backlog, local or national foreclosure moratoriums or other delays, and these delays could have a material adverse effect on our results of operations. Homeowner protection laws may also delay the initiation or completion of foreclosure proceedings on specified types of residential mortgage loans. Any such limitations are likely to cause delayed or reduced collections from mortgagors. Any restriction on our ability to foreclose on a loan, any requirement that we forgo a portion of the amount otherwise due on a loan or any requirement that we modify any original loan terms could negatively impact our business, financial condition, liquidity and results of operations.

Since we engage in lending secured by real estate and may be forced to foreclose on the collateral property and own the underlying real estate, we may be subject to the increased costs and risks associated with the ownership of commercial or residential real property, which could have an adverse effect on our business or results of operations.

A significant portion of our loan portfolio is secured by residential or commercial real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans, in which case, we are exposed to the risks inherent in the ownership of real estate. The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including:


•	general or local economic conditions;


•	environmental cleanup liability;


•	neighborhood values;


•	interest rates;


•	commercial real estate rental and vacancy rates;


•	real estate tax rates;


•	operating expenses of the mortgaged properties;


•	supply of and demand for properties;


•	ability to obtain and maintain adequate occupancy of the properties;


•	zoning laws;


•	governmental rules, regulations and fiscal policies; and


•	hurricanes or other natural or man-made disasters.

These same factors may impact the ability of borrowers to repay their obligations that are secured by real property.

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The credit quality of our loan portfolio and results of operations are affected by residential and commercial real estate values and the level of residential and commercial real estate sales and rental activity.

A material portion of our loans are secured by residential or commercial real estate. The ability of our borrowers to repay their obligations and our financial results may therefore be adversely affected by changes in real estate values. Commercial real estate valuations in particular are highly subjective, as they are based on many assumptions. Such valuations can be significantly affected over relatively short periods of time by changes in business climate, economic conditions, interest rates and, in many cases, the results of operations of businesses and other occupants of the real property. The properties securing income-producing investor real estate loans may not be fully leased at the origination of the loan. The borrowers' ability to repay these loans is dependent upon stabilization of the properties and additional leasing through the life of the loan or the borrower's successful operation of a business. Weak economic conditions may impair a borrower's business operations, lead to elevated vacancy rates or lease turnover, slow the execution of new leases or result in falling rents. These factors could result in further deterioration in the fundamentals underlying the commercial real estate market and the deterioration in value of some of our loans. Similarly, residential real estate valuations can be impacted by housing trends, the availability of financing at reasonable interest rates, governmental policy regarding housing and housing finance and general economic conditions affecting consumers.

We make credit and reserve decisions based on current real estate values, the current conditions of borrowers, properties or projects and our expectations for the future. If real estate values or fundamentals underlying the commercial and residential real estate markets decline, we could experience higher delinquencies and charge-offs beyond that provided for in the ALLL.

Although we have the Loss Sharing Agreements with the FDIC, these agreements do not cover 100% of the losses attributable to covered assets. In addition, the Loss Sharing Agreements will not mitigate any losses on our non-covered assets.

Our portfolio of assets under operating lease is exposed to fluctuations in the demand for and valuation of the underlying assets.

Our equipment leasing business is exposed to asset risk resulting from ownership of the equipment on operating lease. Asset risk arises from fluctuations in supply and demand for the underlying leased equipment. We are exposed to the risk that, at the end of the lease term or in the event of early termination, the value of the asset will be lower than expected, resulting in reduced future lease income over the remaining life of the asset or a lower sale value. Demand for and the valuation of the leased transportation equipment is sensitive to shifts in general and industry specific economic and market trends and shifts in trade flows from specific events such as natural or man-made disasters. A significant portion of our equipment under operating lease consists of rail cars used directly or indirectly in oil and gas drilling activities. Although we are carefully monitoring the potential impact of declines in oil and natural gas prices on our equipment on operating lease, there is no assurance that the values of this portfolio will not be adversely impacted by conditions in the energy industry.

Our reported financial results depend on management's selection and application of accounting methods and related assumptions and estimates.

Our accounting policies and estimates are fundamental to our reported financial condition and results of operations. Management is required to make difficult, complex or subjective judgments in selecting and applying many of these accounting policies. In some cases, management must select an accounting policy or method from two or more alternatives, any of which may be reasonable under the circumstances, yet may result in us reporting materially different results than would have been reported under a different alternative.

From time to time, the Financial Accounting Standards Board and SEC may change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retrospectively, resulting in a restatement of prior period financial statements.

Our internal controls may be ineffective.

Management regularly reviews and updates our internal controls over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our financial condition and results of operations.

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We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services.

We believe that our continued growth and future success will depend in large part on the skills of our senior management team. We believe our senior management team possesses valuable knowledge about and experience in the banking industry and that their knowledge and relationships would be very difficult to replicate. Although certain key members of our senior management team have entered into employment agreements with us, they may not complete the terms of their employment agreements or renew them upon expiration. Other members of our senior management team are not subject to employment agreements. Our success also depends on the experience of other key personnel and on their relationships with the customers and communities they serve. The loss of service of one or more of our executive officers or key personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition or operating results.

We face significant competition from other financial institutions and financial services providers, which may decrease our growth or profits.

The primary markets we currently serve are Florida and the New York metropolitan area. Consumer and commercial banking in these markets is highly competitive. Our markets contain not only a large number of community and regional banks, but also a significant presence of the country's largest commercial banks. We compete with other state and national financial institutions located in Florida, New York and adjoining states as well as savings and loan associations, savings banks and credit unions for deposits and loans. In addition, we compete with financial intermediaries, such as consumer finance companies, mortgage banking companies, insurance companies, securities firms, mutual funds and several government agencies as well as major retailers, all actively engaged in providing various types of loans and other financial services.

The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Increased competition among financial services companies may adversely affect our ability to market our products and services. Also, technology has lowered barriers to entry and made it possible for banks to compete in our market without a retail footprint by offering competitive rates, as well as non-banks to offer products and services traditionally provided by banks. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may offer a broader range of products and services as well as better pricing for certain products and services than we can.

Our ability to compete successfully depends on a number of factors, including:


•	the ability to develop, maintain and build upon long-term customer relationships based on quality service, high ethical standards and safe and sound banking practices;


•	the ability to attract and retain qualified employees to operate our business effectively;


•	the ability to expand our market position;


•	the scope, relevance and pricing of products and services offered to meet customer needs and demands;


•	the rate at which we introduce new products and services relative to our competitors;


•	customer satisfaction with our level of service; and


•	industry and general economic trends.

Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could harm our business, financial condition and results of operations.

Operational Risks

We are subject to a variety of operational, legal and compliance risks, and the risk of fraud or theft by employees or outsiders, which may adversely affect our business and results of operations.

We are exposed to many types of operational risks, including legal and compliance risk, the risk of fraud or theft by employees or outsiders and operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems. The occurrence of any of these events could cause us to suffer financial loss, face regulatory action and suffer damage to our reputation.

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Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. Our necessary dependence upon automated systems to record and process transactions and our large transaction volume may further increase the risk that technical flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. We also may be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control which may give rise to disruption of service to customers and to financial loss or liability. The occurrence of any of these events could result in a diminished ability to operate our business as well as potential liability to customers and counterparties, reputational damage and regulatory intervention, which could adversely affect our business, financial condition or results of operations.

We are dependent on our information technology and telecommunications systems and third-party servicers. Systems failures or interruptions could have an adverse effect on our financial condition and results of operations.

Our business is highly dependent on the successful and uninterrupted functioning of our information technology and telecommunications systems, many of which are provided by third parties. We rely on third-party servicers to provide key components of our business infrastructure and major systems including, but not limited to, our electronic funds transfer transaction processing, cash management and online banking services. We rely on these systems to process new and renewal loans, gather deposits, provide customer service, facilitate collections and share data across our organization. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt our operations. Because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. If sustained or repeated, a system failure or service denial could result in a deterioration of our ability to process new and renewal loans, gather deposits and provide customer service, compromise our ability to operate effectively, damage our reputation, result in a loss of customer business, and/or subject us to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

While we select and monitor the performance of third party vendors carefully, we do not control their actions. Any problems caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, or failure of a vendor to provide services for any reason or poor performance of services, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business. Financial or operational difficulties of a third party vendor could also hurt our operations if those difficulties interfere with the vendor's ability to serve us. Replacing these third party vendors could also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our business operations.

Failure to detect or prevent a breach in information security or to protect customer privacy could have an adverse effect on our business.

In the normal course of our business, we collect, process and retain sensitive and confidential client and customer information. Despite the security measures we have in place, our facilities and systems may be vulnerable to cyber-attacks, security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and / or human errors, or other similar events.

We provide our customers the ability to bank remotely, including online and over the telephone. The secure transmission of confidential information over the Internet and other remote channels is a critical element of remote banking. Our network could be vulnerable to unauthorized access, computer viruses, phishing schemes and other security breaches. In addition to cyber-attacks or other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks against large financial institutions, particularly denial of service attacks, designed to disrupt key business services such as customer-facing web sites. We may be required to spend significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate problems caused by security breaches or viruses. Any cyber-attack or other security breach involving the misappropriation, loss or other unauthorized disclosure of confidential customer information could severely damage our reputation, erode confidence in the security of our systems, products and services, expose us to the risk of litigation and liability, disrupt our operations and have a material adverse effect on our business.

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Failure to keep pace with technological changes could have a material adverse impact on our ability to compete for loans and deposits, and therefore on our financial condition and results of operations.

Financial products and services have become increasingly technology-driven. To some degree, our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on our ability to keep pace with technological advances and to invest in new technology as it becomes available. Many of our competitors have greater resources to invest in technology than we do and may be better equipped to market new technology-driven products and services.

Reputational risks could affect our results.

Our ability to originate new business and maintain existing customer relationships is highly dependent upon customer and other external perceptions of our business practices. Adverse perceptions regarding our business practices could damage our reputation in both the customer and funding markets, leading to difficulties in generating and maintaining accounts as well as in financing them. Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions and from actions taken by government regulators and community organizations in response to those activities. Adverse developments with respect to external perceptions regarding the practices of our competitors, or our industry as a whole, may also adversely impact our reputation. In addition, adverse reputational impacts on third parties with whom we have important relationships may adversely impact our reputation. Adverse reputational impacts or events may also increase our litigation risk. We carefully monitor internal and external developments for areas of potential reputational risk and have established governance structures to assist in evaluating such risks in our business practices and decisions.

Risks Relating to the Regulation of Our Industry

We operate in a highly regulated environment and the laws and regulations that govern our operations, corporate governance, executive compensation and accounting principles, or changes in them, or our failure to comply with them, may adversely affect us.

We are subject to extensive regulation, supervision, and legal requirements that govern almost all aspects of our operations. Intended to protect customers, depositors, the DIF, and the overall financial stability of the United States, these laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which we can engage, limit the dividend or distributions that BankUnited can pay to us, restrict the ability of institutions to guarantee our debt, and impose specific accounting requirements on us. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs. In addition, federal banking agencies, including the OCC and Federal Reserve Board, periodically conduct examinations of our business, including compliance with laws and regulations. Our failure to comply with these laws and regulations, even if the failure follows good faith effort or reflects a difference in interpretation, could subject us to restrictions on our business activities, fines, remedial actions, administrative orders and other penalties, any of which could adversely affect our results of operations, capital base and the price of our securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive or otherwise adversely affect our business and financial condition.

The ongoing implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 may have a material effect on our operations.

The Dodd-Frank Act imposes significant regulatory and compliance changes. There remains uncertainty surrounding the manner in which the provisions of the Dodd-Frank Act will ultimately be implemented by the various regulatory agencies and the full extent of the impact of the requirements on our operations is unclear. The changes resulting from the Dodd-Frank Act, including the Volcker Rule and rules and regulations established by the CFPB, may impact the profitability of our business activities, require changes to certain of our business practices, require the development of new compliance infrastructure, impose upon us more stringent capital and liquidity requirements or otherwise adversely affect our business. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements. Failure to comply with the new requirements or with any future changes in laws or regulations may negatively impact our results of operations and financial condition. For a more detailed description of the Dodd-Frank Act, see Item 1 "Business—Regulation and Supervision—The Dodd-Frank Act."

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Failure to comply with the business plan filed with the OCC could have an adverse effect on our ability to execute our business strategy.

In conjunction with the conversion of its charter to that of a national bank, BankUnited was required to file a business plan with the OCC, and is required to update the business plan annually. Failure to comply with the business plan could subject the Bank to regulatory actions that could impede our ability to execute our business strategy. The provisions of the business plan restrict our ability to engage in business activities outside of those contemplated in the business plan or to expand the level of our growth beyond that contemplated in the business plan without regulatory non-objection.

Our ability to expand through acquisition or de novo branching requires regulatory approvals, and failure to obtain them may restrict our growth.

We may identify opportunities to complement and expand our business by pursuing strategic acquisitions of financial institutions and other complementary businesses. We must generally receive federal regulatory approval before we can acquire an institution or business. In determining whether to approve a proposed acquisition, federal banking regulators will consider, among other factors, the effect of the acquisition on competition, our financial condition, our future prospects, and the impact of the proposal on U.S. financial stability. The regulators also review current and projected capital ratios and levels, the competence, experience, and integrity of management and its record of compliance with laws and regulations, the convenience and needs of the communities to be served (including the acquiring institution's record of compliance under the CRA) and the effectiveness of the acquiring institution in combating money laundering activities. Such regulatory approvals may not be granted on terms that are acceptable to us, or at all. We may also be required to sell or close branches as a condition to receiving regulatory approval, which condition may not be acceptable to us or, if acceptable to us, may reduce the benefit of any acquisition.

In addition to the acquisition of existing financial institutions, as opportunities arise, we may continue de novo branching as a part of our internal growth strategy and possibly enter into new markets through de novo branching. De novo branching and any acquisition carries with it numerous risks, including the inability to obtain all required regulatory approvals. The failure to obtain these regulatory approvals for potential future strategic acquisitions and de novo branches may impact our business plans and restrict our growth.

Financial institutions, such as BankUnited, face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

The federal Bank Secrecy Act, the USA PATRIOT Act, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The federal Financial Crimes Enforcement Network, established by the U.S. Treasury Department to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements, and has engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration, and Internal Revenue Service. There is also increased scrutiny of compliance with the sanctions programs and rules administered and enforced by the U.S. Treasury Department's Office of Foreign Assets Control.

In order to comply with regulations, guidelines and examination procedures in this area, we dedicate significant resources to the ongoing execution of our anti-money laundering program, continuously monitor and enhance as necessary our policies and procedures and maintain a, robust automated anti-money laundering software solution. If our policies, procedures and systems are deemed deficient or the policies, procedures and systems of financial institutions that we may acquire in the future are deemed deficient, we could be subject to liability, including fines and regulatory actions such as restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our expansion plans.

We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties.

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution's performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity, and restrictions on expansion activity. Private parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation.

The FDIC's restoration plan and any future related increased assessments could adversely affect our earnings.

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As a result of economic conditions and the enactment of the Dodd-Frank Act, the FDIC increased the deposit insurance assessment rates and thus raised deposit premiums for insured depository institutions. If the current level of deposit premiums are insufficient for the DIF to meet its funding requirements in the future, further special assessments or increases in deposit insurance premiums may be required. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures in the future, we may be required to pay FDIC premiums higher than current levels. Any future additional assessments or increases in FDIC insurance premiums may adversely affect results of operations.

We will become subject to more stringent capital requirements under the Basel III Capital Rules.

As noted above, the Dodd-Frank Act required the federal banking agencies to establish stricter risk-based capital requirements and leverage limits to apply to banks and bank and savings and loan holding companies. In July 2013, the federal banking agencies published the final Basel III Capital Rules that revised their risk-based and leverage capital requirements and their method for calculating risk-weighted assets. The Basel III Capital Rules will apply to banking organizations, including the Company and BankUnited.

As a result of the enactment of the Basel III Capital Rules, the Company and BankUnited will be subject to increased required capital levels. The Basel III Capital Rules become effective as applied to the Company and BankUnited on January 1, 2015, with a phase in period that generally extends from January 1, 2015 through January 1, 2019.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

At December 31, 2014 , BankUnited leased 139,572 square feet of office and operations space in Miami Lakes, Florida. This space includes our principal executive offices and operations center. At December 31, 2014 , we provided banking services at 100 branch locations in 15 Florida counties. Of the 100 branch properties, we leased 331,699 square feet in 93 locations and owned 32,416 square feet in 7 locations. We also leased 10,747 square feet of property and owned 4,000 square feet of property in Florida for future retail branch operations. Additionally, we leased 19,185 square feet of office space and 5,580 square feet of warehouse space.

At December 31, 2014 , BankUnited leased 25,306 square feet of banking services space in New York City at 5 branch locations and 2,000 square feet of banking services space in Melville, New York at 1 branch location. We also leased 61,040 square feet of office space in New York in 4 locations.

At December 31, 2014 , we leased 10,619 square feet of office and operations space in Baltimore, Maryland to house UCBL and Bridge; 5,488 square feet of office and operations space in Scottsdale, Arizona to house Pinnacle; and 2,229 square feet of office and operations space in Orlando, Florida and Austin, Texas used by Bridge.

We believe that our facilities are in good condition and are adequate to meet our operating needs for the foreseeable future.

Item 3. Legal Proceedings

The Company is involved as plaintiff or defendant in various legal actions arising in the normal course of business. In the opinion of management, based upon advice of legal counsel, the likelihood is remote that the impact of these proceedings, either individually or in the aggregate, would be material to the Company's consolidated financial position, results of operations or cash flows.

Item 4. Mine Safety Disclosures

None.

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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 and Holders of Record

Shares of our common stock began trading on the NYSE under the symbol "BKU" on January 28, 2011. The last sale price of our common stock on the NYSE on February 24, 2015 was $32.79 per share.

The following table shows the high and low sales prices for our common stock for the periods indicated, as reported by the NYSE:



	2014				2013
	High		Low		High		Low
1st Quarter	$	34.77	$	30.45	$	28.69	$	24.22
2nd Quarter	35.38		31.36		27.00		24.17
3rd Quarter	34.13		30.34		31.47		26.25
4th Quarter	30.95		27.66		33.34		30.35

As of February 24, 2015 , there were 580 stockholders of record of our common stock.

Equity Compensation Plan Information

The information set forth under the caption "Equity Compensation Plan Information" in our definitive proxy statement for the Company's 2015 annual meeting of stockholders (the "Proxy Statement") is incorporated herein by reference.

Dividend Policy

The Company declared a quarterly dividend of $0.21 per share on its common stock for each of the four quarters of 2014 and 2013 resulting in total dividends for 2014 and 2013 of $87.9 million and $87.1 million, respectively, or $0.84 per share for each of the years ended December 31, 2014 and 2013 . Dividends from the Bank are the principal source of funds for the payment of dividends on our common stock. The Bank is subject to certain restrictions that may limit its ability to pay dividends to us. See "Business—Regulation and Supervision—Regulatory Limits on Dividends and Distributions". The quarterly dividends on our common stock are subject to the discretion of our board of directors and dependent on, among other things, our financial condition, results of operations, capital requirements, restrictions contained in financing instruments and other factors that our board of directors may deem relevant.

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Stock Performance Graph

The graph set forth below compares the cumulative total stockholder return on an initial investment of $100 in our common stock between January 28, 2011 (the day shares of our common stock began trading) and December 31, 2014 , with the comparative cumulative total return of such amount on the S&P 500 Index and the S&P 500 Bank Index over the same period. Reinvestment of all dividends is assumed to have been made in our common stock. The graph assumes our closing sales price on January 28, 2011 of $28.40 per share as the initial value of our common stock.

The comparisons shown in the graph below are based upon historical data. We caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.



Index	1/28/2011	6/30/2011	12/31/2011	6/30/2012	12/31/2012	6/30/2013	12/31/2013	6/30/2014	12/31/2014
BankUnited, Inc.	100.00	94.40	79.24	86.17	90.75	97.37	125.05	129.60	113.73
S&P 500	100.00	104.36	100.51	110.05	116.60	132.72	154.36	165.38	175.49
S&P Bank	100.00	92.40	88.70	106.19	110.19	133.72	149.55	158.73	172.75

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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Item 6.	Selected Consolidated Financial Data

You should read the selected consolidated financial data set forth below in conjunction with "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," and the audited consolidated financial statements and the related notes thereto included elsewhere in this Form 10-K. The selected consolidated financial data set forth below at December 31, 2014 , 2013 , 2012 , 2011 and 2010 and for the years then ended is derived from our audited consolidated financial statements.



	At December 31,
	2014		2013		2012		2011		2010
	(dollars in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	187,517	$	252,749	$	495,353	$	303,742	$	564,774
Investment securities available for sale, at fair value	4,585,694		3,637,124		4,172,412		4,181,977		2,926,602
Loans, net	12,319,227		8,983,884		5,512,618		4,088,656		3,875,857
FDIC indemnification asset	974,704		1,205,117		1,457,570		2,049,151		2,667,401
Total assets	19,210,529		15,046,649		12,375,953		11,322,038		10,869,560
Deposits	13,511,755		10,532,428		8,538,073		7,364,714		7,163,728
Federal Home Loan Bank advances and other borrowings	3,318,559		2,414,313		1,925,094		2,236,337		2,255,692
Total liabilities	17,157,995		13,117,951		10,569,273		9,786,758		9,616,052
Total stockholder's equity	2,052,534		1,928,698		1,806,680		1,535,280		1,253,508
Covered assets	1,053,317		1,730,182		2,149,009		2,754,668		3,814,086



	Years Ended December 31,
	2014			2013			2012			2011			2010
	(dollars in thousands, except per share data)
Consolidated Income Statement Data:
Interest income	$	783,744		$	738,821		$	720,856		$	638,097		$	557,688
Interest expense	106,651			92,611			123,269			138,937			168,200
Net interest income	677,093			646,210			597,587			499,160			389,488
Provision for loan losses	41,505			31,964			18,896			13,828			51,407
Net interest income after provision for loan losses	635,588			614,246			578,691			485,332			338,081
Non-interest income (1)	84,165			68,049			73,941			163,217			297,779
Non-interest expense (2)	426,503			364,293			307,767			455,805			323,320
Income before income taxes	293,250			318,002			344,865			192,744			312,540
Provision for income taxes	89,035			109,066			133,605			129,576			127,805
Net income	$	204,215		$	208,936		$	211,260		$	63,168		$	184,735
Share Data:
Earnings per common share, basic	$	1.95		$	2.03		$	2.05		$	0.63		$	1.99
Earnings per common share, diluted	$	1.95		$	2.01		$	2.05		$	0.62		$	1.99
Cash dividends declared per common share	$	0.84		$	0.84		$	0.72		$	0.56		$	0.37
Dividend payout ratio	43.06		%	41.73		%	35.13		%	90.32		%	18.59		%
Other Data (unaudited):
Financial ratios
Return on average assets	1.21		%	1.55		%	1.71		%	0.58		%	1.65		%
Return on average common equity	10.13		%	11.16		%	12.45		%	4.34		%	15.43		%
Yield on earning assets (3)	5.33		%	6.54		%	7.28		%	7.92		%	7.26		%
Cost of interest bearing liabilities	0.87		%	0.94		%	1.33		%	1.62		%	1.81		%
Equity to assets ratio	10.68		%	12.82		%	14.60		%	13.56		%	11.53		%
Interest rate spread (3)	4.46		%	5.60		%	5.95		%	6.30		%	5.45		%
Net interest margin (3)	4.61		%	5.73		%	6.05		%	6.21		%	5.08		%
Loan to deposit ratio (4)	91.89		%	85.96		%	65.28		%	56.23		%	54.96		%
Asset quality ratios
Non-performing loans to total loans(4)(5)	0.31		%	0.39		%	0.62		%	0.70		%	0.66		%
Non-performing assets to total assets (6)	0.27		%	0.51		%	0.89		%	1.35		%	2.14		%
ALLL to total loans	0.77		%	0.77		%	1.06		%	1.17		%	1.48		%
ALLL to non-performing loans (5)	244.69		%	195.52		%	171.21		%	167.59		%	226.35		%
Non-covered ALLL to non-covered non-performing loans (5)	281.54		%	246.73		%	256.65		%	859.34		%	191.56		%
Net charge-offs to average loans	0.15		%	0.31		%	0.17		%	0.62		%	0.37		%
Non-covered net charge-offs to average non-covered loans	0.08		%	0.34		%	0.09		%	0.36		%	0.04		%



	At December 31,
	2014		2013		2012		2011		2010
Capital ratios
Tier 1 risk-based capital	15.45	%	21.06	%	33.60	%	41.62	%	42.97	%
Total risk-based capital	16.27	%	21.93	%	34.88	%	42.89	%	43.71	%
Tier 1 leverage	10.70	%	12.42	%	13.16	%	13.06	%	10.76	%


(1)	Includes accretion of FDIC indemnification asset for the years ended December 31, 2011 and 2010.


(2)	Includes $110.4 million of equity based compensation recorded in conjunction with the IPO during the year ended December 31, 2011.


(3)	On a tax-equivalent basis.


(4)	Total loans is net of premiums, discounts and deferred fees and costs.

(5)

We define non-performing loans to include non-accrual loans, loans, other than acquired credit impaired ("ACI") loans, that are past due 90 days or more and still accruing and certain loans modified in troubled debt restructurings. Contractually delinquent ACI loans on which interest continues to be accreted are excluded from non-performing loans. The carrying value of ACI loans contractually delinquent by more than 90 days, but not identified as non-performing was $23 million , $78 million, $177 million, $361 million and $718 million at December 31, 2014 , 2013 , 2012 , 2011 and 2010 , respectively.


(6)	Non-performing assets include non-performing loans and OREO.

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of BankUnited, Inc. and its subsidiaries (the "Company", "we", "us" and "our") and should be read in conjunction with the consolidated financial statements, accompanying footnotes and supplemental financial data included herein. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management's expectations. Factors that could cause such differences are discussed in the sections entitled "Forward-looking Statements" and "Risk Factors." We assume no obligation to update any of these forward-looking statements.

Overview

Performance Highlights

In evaluating our financial performance, we consider the level of and trends in net interest income, the net interest margin, levels and composition of non-interest income and non-interest expense, performance ratios such as the return on average assets and return on average equity and asset quality ratios, particularly for the non-covered portfolio, including the ratio of non-performing loans to total loans, non-performing assets to total assets, and portfolio delinquency and charge-off trends. We consider growth in the loan portfolio by region and product type, deposit growth, trends in funding mix and cost of funds. We analyze these ratios and trends against our own historical performance, our budgeted performance and the financial condition and performance of comparable financial institutions.

Performance highlights include:


•	Net income for the year ended December 31, 2014 was $204.2 million or $1.95 per diluted share, compared to $208.9 million or $2.01 per diluted share for the year ended December 31, 2013 . Earnings for 2014 generated a return on average stockholders' equity of 10.13% and a return on average assets of 1.21% .

•

Net interest income for 2014 was $677.1 million , an increase of $30.9 million over the prior year. The net interest margin, calculated on a tax-equivalent basis, decreased to 4.61% for 2014 from 5.73% for 2013 . The primary driver of the decline in the net interest margin was the continued shift in the composition of the loan portfolio away from higher yielding covered loans into new loans originated at lower current market rates of interest. The following chart provides a comparison of net interest margin, the interest rate spread, the average yield on interest earning assets and the average rate paid on interest bearing liabilities for the years ended December 31, 2014 and 2013 (on a tax-equivalent basis):

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•

2014 was marked by strong loan growth across our market and portfolio segments. New loans grew by $4.0 billion , excluding the impact of the sale of $303 million of indirect auto loans in the second quarter, to $11.3 billion at December 31, 2014 . New loan growth was concentrated in the commercial portfolio, commensurate with our core business strategy. The following charts compare the composition of our loan portfolio by portfolio segment and of our new loan portfolio by region at December 31, 2014 and 2013 .


(1)	National platform is defined as loans and leases made by our commercial finance subsidiaries, purchased residential mortgage loans, mortgage warehouse loans and until their sale in the second quarter of 2014, indirect auto loans.


•	Loss sharing under the terms of BankUnited, N.A.’s Commercial Shared-Loss Agreement with the FDIC terminated on May 21, 2014. The sale of covered commercial and consumer loans and commercial OREO in anticipation of the termination resulted in a net favorable pre-tax impact on earnings of $12.2 million, inclusive of the impact of FDIC loss sharing and direct expenses of the sale.

•

The Company's effective tax rate decreased to 30.4% for the year ended December 31, 2014 from 34.3% for the year ended December 31, 2013 . The decrease in the effective tax rate reflected increases in income not subject to federal tax, benefits resulting from state tax law changes, changes in certain state tax positions and an increase in the amount of reserves for uncertain state tax positions released as a result of the lapse in the statute of limitations related thereto.

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•	Total deposits grew by $3.0 billion for the year ended December 31, 2014 to $13.5 billion , including deposits of $1.6 billion in New York. The weighted average cost of deposits declined to 0.61% for the year ended December 31, 2014 from 0.65% for the year ended December 31, 2013 . The following charts illustrate the composition of deposits at December 31, 2014 and 2013 :

•

Asset quality remained strong. At December 31, 2014 , 99% of the new commercial loan portfolio was rated "pass" and substantially all of the new residential portfolio was current. The ratio of non-performing, non-covered loans to total non-covered loans was 0.29% and the ratio of non-covered non-performing assets to total assets was 0.17% at December 31, 2014 . Credit risk related to the covered assets is significantly mitigated by the Loss Sharing Agreements. A comparison of our non-covered, non-performing assets ratio to that of our peers at December 31, 2014 , 2013 and 2012 is presented in the chart below:


(1)	Calculated as non-covered non-performing assets as a percentage of total assets.


(2)	Source: SNL Financial. Peer data reflects median values for publicly traded U.S. banks and thrifts with assets between $10-25 billion and $1-5 billion in market capitalization.

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•	The Company's and the Bank's capital ratios exceed all regulatory "well capitalized" guidelines. The charts below present the Company's and the Bank's regulatory capital ratios compared to regulatory guidelines as of December 31, 2014 and 2013 :

BankUnited, Inc:

BankUnited, N.A.:

Opportunities and Challenges

Management has identified significant opportunities for our Company, including:


•	Economic recovery continued across our market areas in 2014. Florida unemployment declined to 5.6% in December 2014 from 6.3% in December 2013. Similarly, unemployment in New York declined to 5.8% from 7.0% and

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nationally to 5.6% from 6.7% over the same period. Our capital position, market presence and experienced lending and deposit gathering teams position us well for continued organic growth in Florida and the Tri-State market, both of which we believe to be attractive banking markets. We also expect continued growth from our national lending platforms.


•	We continue to evaluate potential strategic acquisitions of financial institutions and complementary businesses.


•	The potential to further optimize our deposit mix in conjunction with the growth of our core commercial business.

We have also identified significant challenges confronting the industry and our Company:


•	The sustained low interest rate environment and competitive market conditions are likely to continue to put pressure on our net interest margin, particularly as higher yielding covered assets are liquidated or mature and are replaced with assets originated or purchased at current market rates of interest.


•	Uncertainty about fiscal and monetary policy may impact the business and economic environment in our primary market areas.


•	Uncertainty about the full impact of new regulation may present challenges in the execution of our business strategy and the management of non-interest expense. For additional discussion, see "Item 1. Business—Regulation and Supervision."

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and follow general practices within the banking industry. Application of these principles requires management to make complex and subjective estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable and appropriate under current circumstances. These assumptions form the basis for our judgments about the carrying values of assets and liabilities that are not readily available from independent, objective sources. We evaluate our estimates on an ongoing basis. Use of alternative assumptions may have resulted in significantly different estimates. Actual results may differ from these estimates.

Accounting policies are an integral part of our financial statements. A thorough understanding of these accounting policies is essential when reviewing our reported results of operations and our financial position. We believe that the critical accounting policies and estimates discussed below involve a heightened level of management judgment due to the complexity, subjectivity and sensitivity involved in their application.

Note 1 to the consolidated financial statements contains a further discussion of our significant accounting policies.

Allowance for Loan and Lease Losses

The ALLL represents management's estimate of probable loan losses inherent in the Company's loan portfolio. Determining the amount of the ALLL is considered a critical accounting estimate because of its complexity and because it requires significant judgment and estimation. Estimates that are particularly susceptible to change that may have a material impact on the amount of the ALLL include:


•	the amount and timing of expected future cash flows from ACI loans and impaired loans;


•	the value of underlying collateral, which impacts loss severity and certain cash flow assumptions;


•	the selection of proxy data used to calculate loss factors;


•	our evaluation of loss emergence and historical loss experience periods;


•	our evaluation of the risk profile of various loan portfolio segments, including internal risk ratings; and


•	our selection and evaluation of qualitative factors.

Note 1 to the consolidated financial statements describes the methodology used to determine the ALLL.

Accounting for Acquired Loans and the FDIC Indemnification Asset

A significant portion of the covered loans are ACI Loans. The accounting for ACI loans requires the Company to estimate the timing and amount of cash flows to be collected from these loans and to continually update estimates of the cash flows

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expected to be collected over the lives of the loans. Similarly, the accounting for the FDIC indemnification asset requires the Company to estimate the timing and amount of cash flows to be received from the FDIC in reimbursement for losses and expenses related to the covered loans; these estimates are directly related to estimates of cash flows to be received from the covered loans. Estimated cash flows impact the rate of accretion on covered loans and the rate of accretion or amortization on the FDIC indemnification asset as well as the amount of any ALLL to be established related to the covered loans. These cash flow estimates are considered to be critical accounting estimates because they involve significant judgment and assumptions as to their amount and timing.

Covered 1-4 single family residential and home equity loans were placed into homogenous pools at the time of the FSB Acquisition; the ongoing credit quality and performance of these loans is monitored on a pool basis and expected cash flows are estimated on a pool basis. At acquisition, the fair value of the pools was measured based on the expected cash flows to be derived from each pool. For ACI pools, the difference between total contractual payments due and the cash flows expected to be received at acquisition was recognized as non-accretable difference. The excess of expected cash flows over the recorded fair value of each ACI pool at acquisition was recognized as accretable yield. The accretable yield is accreted into interest income over the life of each pool.

We monitor the pools quarterly by updating our expected cash flows to determine whether any changes have occurred in expected cash flows that would be indicative of impairment or necessitate reclassification between non-accretable difference and accretable yield. Initial and ongoing cash flow expectations incorporate significant assumptions regarding prepayment rates, the timing of resolution of loans, the timing and amount of loan sales, frequency of default, delinquency and loss severity, which is dependent on estimates of underlying collateral values. Changes in these assumptions could have a potentially material impact on the amount of the ALLL related to the covered loans as well as on the rate of accretion on these loans. Prepayment, delinquency and default curves used to forecast pool cash flows are derived from roll rates generated from the historical performance of the ACI residential loan portfolio observed over the immediately preceding four quarters. Generally, improvements in expected cash flows less than 1% of the expected cash flows from a pool are not recorded. This threshold is judgmentally determined.

Generally, commercial loans are monitored and expected cash flows updated at the individual loan level due to the size and other unique characteristics of these loans. The expected cash flows are estimated based on judgments and assumptions which include credit risk grades established in the Bank's ongoing credit review program, likelihood of default based on observations of specific loans during the credit review process as well as applicable industry data, loss severity based on updated evaluations of cash flows from available collateral, and the contractual terms of the underlying loan agreements. Changes in the assumptions that impact forecasted cash flows could result in a potentially material change to the amount of the ALLL or the rate of accretion on these loans.

The estimated cash flows from the FDIC indemnification asset are sensitive to changes in the same assumptions that impact expected cash flows on covered loans. Estimated cash flows impact the rate of accretion or amortization on the FDIC indemnification asset.

Fair Value Measurements

The Company measures certain of its assets and liabilities at fair value on a recurring or non-recurring basis. Assets and liabilities measured at fair value on a recurring basis include investment securities available for sale and derivative instruments. Assets that may be measured at fair value on a non-recurring basis include OREO, impaired loans, loans held for sale, goodwill, intangible assets, mortgage servicing rights and assets acquired and liabilities assumed in business combinations. The consolidated financial statements also include disclosures about the fair value of financial instruments that are not recorded at fair value.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Inputs used to determine fair value measurements are prioritized into a three level hierarchy based on observability and transparency of the inputs, summarized as follows:

Level 1—observable inputs that reflect quoted prices in active markets,

Level 2—inputs other than quoted prices in active markets that are based on observable market data, and

Level 3—unobservable inputs requiring significant management judgment or estimation.

When observable market quotes are not available, fair value is estimated using modeling techniques such as discounted cash flow analyses and option pricing models. These modeling techniques utilize assumptions that we believe market participants would use in pricing the asset or the liability.

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Particularly for estimated fair values of assets and liabilities categorized within level 3 of the fair value hierarchy, the selection of different valuation techniques or underlying assumptions could result in fair value estimates that are higher or lower than the amounts recorded or disclosed in our consolidated financial statements. Considerable judgment may be involved in determining the amount that is most representative of fair value.

Because of the degree of judgment involved in selecting valuation techniques and underlying assumptions, fair value measurements are considered critical accounting estimates.

Notes 1, 4 and 17 to our consolidated financial statements contain further information about fair value estimates.

Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements for a discussion of recent accounting pronouncements.

Impact of Acquisition Accounting, ACI Loan Accounting and the Loss Sharing Agreement

The application of acquisition accounting, accounting for loans acquired with evidence of deterioration in credit quality since origination ("ACI" or "Acquired Credit Impaired" loans) and the provisions of the Loss Sharing Agreements have had a material impact on our financial condition and results of operations. The more significant ways in which our financial statements have been impacted are summarized below and discussed in more detail throughout this "Management's Discussion and Analysis of Financial Condition and Results of Operations":

•

Under the acquisition method of accounting, all of the assets acquired and liabilities assumed in the FSB Acquisition were initially recorded on the consolidated balance sheet at their estimated fair values as of May 21, 2009. These estimated fair values differed materially from the carrying amounts of many of the assets acquired and liabilities assumed as reflected in the financial statements of the Failed Bank immediately prior to the FSB Acquisition. In particular, the carrying amount of investment securities, loans, the FDIC indemnification asset, goodwill, net deferred tax assets, deposit liabilities, and FHLB advances were materially impacted by these adjustments. The reported amounts of the assets identified above continue to be affected by the adjustments;


•	Interest income and the net interest margin reflect the impact of accretion of the fair value adjustments made to the carrying amounts of interest earning assets and, to a lesser extent, interest expense reflects the impact of amortization of the fair value adjustments made to the carrying amounts of interest bearing liabilities in conjunction with the FSB Acquisition;

•

The estimated fair value at which the acquired loans were initially recorded by the Company was significantly less than the UPB of the loans. No ALLL was recorded with respect to acquired loans at the FSB Acquisition date. The write-down of loans to fair value in conjunction with the application of acquisition accounting and credit protection provided by the Loss Sharing Agreements reduce the impact of the provision for loan losses related to the acquired loans on the results of operations;


•	Acquired investment securities were recorded at their estimated fair values at the FSB Acquisition date, significantly reducing the potential for other-than-temporary impairment charges in periods subsequent to the FSB Acquisition for the acquired securities;


•	An indemnification asset related to the Loss Sharing Agreements with the FDIC was recorded in conjunction with the FSB Acquisition. The Loss Sharing Agreements afford the Company significant protection against future credit losses related to covered assets, including up to 90 days of past due interest, as well as reimbursement of certain expenses;


•	Non-interest expense includes the effect of amortization or accretion of the indemnification asset;


•	Non-interest income includes gains and losses associated with the resolution of covered assets and the related effect of indemnification under the terms of the Loss Sharing Agreements. The impact of gains or losses related to transactions in covered loans and OREO is significantly mitigated by FDIC indemnification; and


•	ACI loans that are contractually delinquent may not be reflected as non-accrual loans or non-performing assets due to the accounting treatment accorded such loans under Accounting Standards Codification ("ASC") section 310-30, "Loans and Debt Securities Acquired with Deteriorated Credit Quality."

These factors may impact the comparability of our financial performance to that of other financial institutions.

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Results of Operations

Net Interest Income

Net interest income is the difference between interest earned on interest earning assets and interest incurred on interest bearing liabilities and is the primary driver of core earnings. Net interest income is impacted by the relative mix of interest earning assets and interest bearing liabilities, the ratio of interest earning assets to total assets and of interest bearing liabilities to total funding sources, movements in market interest rates, levels of non-performing assets and pricing pressure from competitors.

The mix of interest earning assets is influenced by loan demand, market and competitive conditions in our primary lending markets and by management's continual assessment of the rate of return and relative risk associated with various classes of earning assets. The mix of interest bearing liabilities is influenced by management's assessment of the need for lower cost funding sources weighed against relationships with customers and growth requirements and is impacted by competition for deposits in the Company's markets and the availability and pricing of other sources of funds.

Net interest income is also impacted by the accounting for ACI loans and to a declining extent, the accretion of fair value adjustments recorded in conjunction with the FSB Acquisition. ACI loans were initially recorded at fair value, measured based on the present value of expected cash flows. The excess of expected cash flows over carrying value, known as accretable yield, is recognized as interest income over the lives of the underlying loans. The positive impact of accretion related to ACI loans on the net interest margin and the interest rate spread is expected to continue to decline as ACI loans comprise a declining percentage of total loans. The proportion of total loans represented by ACI loans is declining as the ACI loans are resolved and new loans are added to the portfolio. ACI loans represented 8.0% , 14.4% , and 29.1% of total loans, net of premiums, discounts and deferred fees and costs, at December 31, 2014 , 2013 and 2012 , respectively. As this trend continues, we expect our net interest margin and interest rate spread to decrease.

Consideration received earlier than expected or in excess of expected cash flows may result in a pool of ACI residential loans becoming fully amortized and its carrying value reduced to zero even though outstanding contractual balances and expected cash flows remain related to loans in the pool. Once the carrying value of a pool is reduced to zero, any future proceeds from the remaining loans, representing further realization of accretable yield, are recognized as interest income upon receipt. The carrying value of one pool has been reduced to zero. Interest income for the years ended December 31, 2014, 2013 and 2012 was impacted by proceeds from loans in this pool. The UPB of loans remaining in this pool was insignificant at December 31, 2014 .

Fair value adjustments of interest earning assets and interest bearing liabilities recorded at the time of the FSB Acquisition are accreted to interest income or expense over the lives of the related assets or liabilities. Generally, accretion of these fair value adjustments increases interest income and decreases interest expense, and thus has a positive impact on our net interest income, net interest margin and interest rate spread. Accretion of fair value adjustments on interest bearing liabilities has not had a significant impact on interest expense in the last two years. The impact of accretion of fair value adjustments on interest income will continue to decline as these assets mature or are repaid and constitute a smaller portion of total interest earning assets.

The impact of accretion and ACI loan accounting on net interest income makes it difficult to compare our net interest margin and interest rate spread to those reported by other financial institutions.

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The following table presents, for the years ended December 31, 2014 , 2013 and 2012 , information about (i) average balances, the total dollar amount of taxable equivalent interest income from earning assets and the resultant average yields; (ii) average balances, the total dollar amount of interest expense on interest bearing liabilities and the resultant average rates; (iii) net interest income; (iv) the interest rate spread; and (v) the net interest margin. Non-accrual and restructured loans are included in the average balances presented in this table; however, interest income foregone on non-accrual loans is not included. Interest income, yields, spread and margin have been calculated on a tax-equivalent basis (dollars in thousands):



	2014							2013							2012
	Average Balance			Interest(1)		Yield/ Rate(1)		Average Balance			Interest(1)		Yield/ Rate(1)		Average Balance			Interest(1)		Yield/ Rate(1)
Assets:
Interest earning assets:
Loans	$	10,536,287		$	678,274	6.44	%	$	6,817,786		$	625,948	9.18	%	$	4,887,209		$	588,950	12.05	%
Investment securities (2)	3,984,543			111,471		2.80	%	4,135,407			117,289		2.84	%	4,611,379			135,833		2.95	%
Other interest earning assets	453,252			7,845		1.73	%	500,306			5,342		1.07	%	522,184			4,931		0.94	%
Total interest earning assets	14,974,082			797,590		5.33	%	11,453,499			748,579		6.54	%	10,020,772			729,714		7.28	%
Allowance for loan and lease losses	(76,606		)					(62,461		)					(56,463		)
Non-interest earning assets	1,928,564							2,057,923							2,387,719
Total assets	$	16,826,040						$	13,448,961						$	12,352,028
Liabilities and Stockholders' Equity:
Interest bearing liabilities:
Interest bearing demand deposits	$	773,655		3,254		0.42	%	$	582,623		2,698		0.46	%	$	504,614		3,155		0.63	%
Savings and money market deposits	5,092,444			25,915		0.51	%	4,280,531			20,620		0.48	%	3,912,444			24,093		0.62	%
Time deposits	3,716,611			43,792		1.18	%	2,844,377			37,248		1.31	%	2,632,451			38,930		1.48	%
Total interest bearing deposits	9,582,710			72,961		0.76	%	7,707,531			60,566		0.79	%	7,049,509			66,178		0.94	%
FHLB advances and other borrowings	2,623,924			33,690		1.28	%	2,098,231			32,045		1.53	%	2,240,345			57,091		2.55	%
Total interest bearing liabilities	12,206,634			106,651		0.87	%	9,805,762			92,611		0.94	%	9,289,854			123,269		1.33	%
Non-interest bearing demand deposits	2,366,621							1,586,007							1,099,448
Other non-interest bearing liabilities	235,930							184,645							265,399
Total liabilities	14,809,185							11,576,414							10,654,701
Stockholders' equity	2,016,855							1,872,547							1,697,327
Total liabilities and stockholders' equity	$	16,826,040						$	13,448,961						$	12,352,028
Net interest income				$	690,939						$	655,968						$	606,445
Interest rate spread						4.46	%						5.60	%						5.95	%
Net interest margin						4.61	%						5.73	%						6.05	%


(1)	On a tax-equivalent basis where applicable


(2)	At fair value except for investment securities held to maturity

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Increases and decreases in interest income, calculated on a tax-equivalent basis, and interest expense result from changes in average balances (volume) of interest earning assets and liabilities, as well as changes in average interest rates. The following table shows the effect that these factors had on the interest earned on our interest earning assets and the interest incurred on our interest bearing liabilities for the years indicated. The effect of changes in volume is determined by multiplying the change in volume by the previous year's average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous year's volume. Changes applicable to both volume and rate have been allocated to volume (in thousands):



	2014 Compared to 2013									2013 Compared to 2012
	Change Due to Volume			Change Due to Rate			Increase (Decrease)			Change Due to Volume			Change Due to Rate			Increase (Decrease)
Interest Income Attributable to:
Loans	$	239,133		$	(186,807	)	$	52,326		$	177,261		$	(140,263	)	$	36,998
Investment securities	(4,164		)	(1,654		)	(5,818		)	(13,471		)	(5,073		)	(18,544		)
Other interest earning assets	(799		)	3,302			2,503			(268		)	679			411
Total interest income	234,170			(185,159		)	49,011			163,522			(144,657		)	18,865
Interest Expense Attributable to:
Interest bearing demand deposits	789			(233		)	556			401			(858		)	(457		)
Savings and money market deposits	4,011			1,284			5,295			2,004			(5,477		)	(3,473		)
Time deposits	10,242			(3,698		)	6,544			2,793			(4,475		)	(1,682		)
Total interest bearing deposits	15,042			(2,647		)	12,395			5,198			(10,810		)	(5,612		)
FHLB advances and other borrowings	6,891			(5,246		)	1,645			(2,194		)	(22,852		)	(25,046		)
Total interest expense	21,933			(7,893		)	14,040			3,004			(33,662		)	(30,658		)
Increase (decrease) in net interest income	$	212,237		$	(177,266	)	$	34,971		$	160,518		$	(110,995	)	$	49,523

Year ended December 31, 2014 compared to year ended December 31, 2013

Net interest income, calculated on a tax-equivalent basis, was $690.9 million for the year ended December 31, 2014 compared to $656.0 million for the year ended December 31, 2013 , an increase of $35.0 million . The increase in net interest income was comprised of an increase in interest income of $49.0 million , offset by an increase in interest expense of $14.0 million .

The increase in tax-equivalent interest income resulted primarily from a $52.3 million increase in interest income from loans offset by a $5.8 million decrease in interest income from investment securities.

Increased interest income from loans was attributable to a $3.7 billion increase in the average balance outstanding partially offset by a 2.74% decrease in the tax-equivalent yield to 6.44% for the year ended December 31, 2014 from 9.18% for the year ended December 31, 2013 . Offsetting factors contributing to the overall decline in the yield on loans included:

•

New loans originated at lower market rates of interest comprised a greater percentage of the portfolio for the year ended December 31, 2014 than for the comparable period in 2013 . New loans represented 87.8% of the average balance of loans outstanding for the year ended December 31, 2014 as compared to 75.6% for the year ended December 31, 2013 . We expect the impact of growth of the new loan portfolio to lead to further declines in the overall yield on loans.


•	The tax-equivalent yield on new loans declined to 3.56% for the year ended December 31, 2014 from 3.76% for the year ended December 31, 2013 , primarily reflecting the addition of loans to the portfolio at lower market rates.

•

Interest income on loans acquired in the FSB Acquisition totaled $348.6 million and $431.1 million for the years ended December 31, 2014 and 2013 , respectively. The tax-equivalent yield on those loans increased to 27.09% for the year ended December 31, 2014 from 26.02% for the year ended December 31, 2013 . The increase in the yield on loans acquired in the FSB Acquisition resulted primarily from improvements in the timing and amount of expected cash flows and corresponding transfers from non-accretable difference to accretable yield for ACI loans. The yield on loans acquired in the FSB Acquisition was also impacted by a decrease in the amount of interest income recognized in connection with the sale of ACI residential loans from the pool with a carrying value of zero, which accounted for a 0.65% decrease in the yield. Interest income on loans included $30.9 million and $50.6 million in proceeds from sales

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of loans in this pool for the years ended December 31, 2014 and 2013 , respectively. The impact on interest income of sales of loans from this pool will not be significant in the future.

The average balance of investment securities decreased by $151 million for the year ended December 31, 2014 from the year ended December 31, 2013 while the tax-equivalent yield declined to 2.80% for the year ended December 31, 2014 from 2.84% for 2013 .

The components of the increase in interest expense for the year ended December 31, 2014 as compared to the year ended December 31, 2013 were a $12.4 million increase in interest expense on deposits and a $1.6 million increase in interest expense on FHLB advances and other borrowings. The most significant factor contributing to the increase in interest expense on deposits was an increase of $1.9 billion in average interest bearing deposits. This was partially offset by a decline in market interest rates on time deposits, leading to a decrease in the average rate paid on interest bearing deposits to 0.76% for the year ended December 31, 2014 from 0.79% for the year ended December 31, 2013 .

The average rate paid on FHLB advances and other borrowings, inclusive of the impact of cash flow hedges and fair value accretion, declined by 0.25% to 1.28% for the year ended December 31, 2014 from 1.53% for the year ended December 31, 2013 . This decline reflected the impact of the maturity of higher rate advances and the addition of new advances at lower market interest rates.

The net interest margin, calculated on a tax-equivalent basis, for the year ended December 31, 2014 was 4.61% as compared to 5.73% for the year ended December 31, 2013 , a decrease of 112 basis points. The interest rate spread decreased to 4.46% for the year ended December 31, 2014 from 5.60% for the year ended December 31, 2013 . The declines in net interest margin and interest rate spread resulted primarily from lower yields on loans partly offset by a lower cost of deposits and borrowings, as discussed above. We expect the net interest margin and interest rate spread to continue to decline as the composition of the loan portfolio shifts away from higher yielding loans acquired in the FSB Acquisition into new loans originated at lower current market rates of interest. The net interest margin was also positively impacted by an increase in the ratio of the average balance of loans to total interest-earning assets and an increase in the ratio of the average balance of interest-earning assets to interest bearing liabilities.

Year ended December 31, 2013 compared to year ended December 31, 2012

Net interest income, calculated on a tax‑equivalent basis, was $656.0 million for the year ended December 31, 2013 compared to $606.4 million for the year ended December 31, 2012 , an increase of $49.5 million . The increase in net interest income was comprised of an increase in interest income of $18.9 million and a decrease in interest expense of $30.7 million .

The increase in tax‑equivalent interest income resulted primarily from a $37.0 million increase in interest income from loans offset by an $18.5 million decrease in interest income from investment securities available for sale.

Increased interest income from loans was attributable to a $1.9 billion increase in the average balance outstanding partially offset by a 2.87% decrease in the tax-equivalent yield to 9.18% for the year ended December 31, 2013 from 12.05% for the year ended December 31, 2012 . Offsetting factors contributing to the overall decline in the yield on loans included:


•	New loans originated at lower market rates of interest comprised a greater percentage of the portfolio for the year ended December 31, 2013 than for the comparable period in 2012 . New loans represented 75.6% of the average balance of loans outstanding for the year ended December 31, 2013 as compared to 55.8% for the year ended December 31, 2012 .


•	The tax-equivalent yield on new loans declined to 3.76% for the year ended December 31, 2013 from 4.34% for the year ended December 31, 2012 , primarily reflecting the addition of loans to the portfolio at lower market rates.

•

Interest income on loans acquired in the FSB Acquisition totaled $431.1 million and $469.8 million for the years ended December 31, 2013 and 2012 , respectively. The tax-equivalent yield on those loans increased to 26.02% for the year ended December 31, 2013 from 21.80% for the year ended December 31, 2012 . The increase in the yield on loans acquired in the FSB Acquisition resulted primarily from (i) improvements in the timing and amount of expected cash flows from ACI loans and corresponding transfers from non‑accretable difference to accretable yield and (ii) an increase in the amount of interest income recognized in connection with the sale of ACI residential loans from the pool with a carrying value of zero, which accounted for a 1.66% increase in the yield on loans acquired in the FSB Acquisition. Interest income on loans included $50.6 million and $29.9 million in proceeds from sales of loans in this pool for the years ended December 31, 2013 and 2012 , respectively.

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The average balance of investment securities available for sale decreased by $476 million for the year ended December 31, 2013 from the year ended December 31, 2012 while the tax‑equivalent yield declined to 2.84% for the year ended December 31, 2013 from 2.95% for the same period in 2012 . The decline in yield resulted from lower prevailing market interest rates and changes in portfolio composition. The decline in average balance resulted from sales of investment securities, discussed further in the sections entitled “Non‑Interest Income” and “Analysis of Financial Condition-Investment Securities Available for Sale.”

The primary components of the decrease in interest expense for the year ended December 31, 2013 as compared to the year ended December 31, 2012 were a $5.6 million decline in interest expense on deposits and a $25.0 million decline in interest expense on FHLB advances and other borrowings. The most significant factor contributing to the decline in interest expense on deposits was a decline in market interest rates, leading to a decrease in the average rate paid on interest bearing deposits to 0.79% for the year ended December 31, 2013 from 0.94% for the year ended December 31, 2012 . This decrease was partially offset by an increase of $658 million in average interest bearing deposits. The average rate paid on FHLB advances and other borrowings, inclusive of the impact of cash flow hedges and fair value accretion, declined by 1.02% to 1.53% for the year ended December 31, 2013 from 2.55% for the year ended December 31, 2012 . This decline reflected the impact of the extinguishment and maturity of higher rate advances.

The net interest margin, calculated on a tax‑equivalent basis, for the year ended December 31, 2013 was 5.73% as compared to 6.05% for the year ended December 31, 2012 , a decrease of 32 basis points. The interest rate spread decreased to 5.60% for the year ended December 31, 2013 from 5.95% for the year ended December 31, 2012 . The declines in net interest margin and interest rate spread resulted primarily from lower yields on loans and investment securities partly offset by a lower cost of deposits and borrowings, as discussed above.

Provision for Loan Losses

The provision for loan losses is the amount of expense that, based on our judgment, is required to maintain the ALLL at an adequate level to absorb probable losses inherent in the loan portfolio at the balance sheet date and that, in management’s judgment, is appropriate under U.S. GAAP. The determination of the amount of the ALLL is complex and involves a high degree of judgment and subjectivity. Our determination of the amount of the allowance and corresponding provision for loan losses considers ongoing evaluations of the credit quality of and level of credit risk inherent in various segments of the loan portfolio and of individually significant credits, levels of non-performing loans and charge-offs, statistical trends and economic and other relevant factors. See “Analysis of the Allowance for Loan and Lease Losses” below and Note 1 to the consolidated financial statements for more information about how we determine the appropriate level of the allowance.

For the years ended December 31, 2014 , 2013 and 2012 , we recorded provisions for loan losses of $41.7 million , $33.7 million and $19.4 million , respectively, related to new loans. The amount of the provision is impacted by loan growth, historical loss rates, the level of charge-offs and specific reserves for impaired loans, and management's evaluation of qualitative factors in the determination of general reserves. See the section entitled "Analysis of the Allowance for Loan and Lease Losses" below for further discussion.

An ALLL is established related to ACI loans when quarterly evaluations of expected cash flows indicate it is probable that the Company will be unable to collect all of the cash flows expected at acquisition plus any additional cash flows expected to be collected arising from changes in estimate after acquisition. An allowance for non-ACI loans is established if factors considered relevant by management indicate that additional losses have arisen on non-ACI loans subsequent to the FSB Acquisition.

Since the recognition of a provision for (recovery of) loan losses on covered loans represents an increase (reduction) in the amount of reimbursement we ultimately expect to receive from the FDIC, we also record an increase (decrease) in the FDIC indemnification asset for the present value of the projected increase (reduction) in reimbursement, with a corresponding increase (decrease) in non-interest income, recorded in “Net loss on FDIC indemnification” as discussed below in the section entitled “Non-interest income.” Therefore, the impact on our results of operations of any provision for (recovery of) loan losses on covered loans is significantly mitigated by the corresponding impact on non-interest income. For the years ended December 31, 2014 , 2013 and 2012 , we recorded recoveries of losses on covered loans of $(0.2) million , $(1.7) million , and $(0.5) million and increases (reductions) in related non-interest income of $(0.1) million , $(1.6) million , and $0.3 million , respectively. Also see the section below entitled "Termination of the Commercial Shared-Loss Agreement."

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Non-Interest Income

The Company reported non-interest income of $84.2 million , $68.0 million and $73.9 million for the years ended December 31, 2014 , 2013 and 2012 , respectively. A significant portion of our non-interest income relates to the covered assets, including the resolution of assets covered by our Loss Sharing Agreements with the FDIC and gains and losses on the covered assets. We have broken out the significant categories of non-interest income that relate to covered assets in the table below, to assist in the comparison of the amount and composition of our non-interest income with that of other financial institutions of our size.

The following table presents a comparison of the categories of non-interest income for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014			2013			2012
Income from resolution of covered assets, net	$	49,082		$	78,862		$	51,016
Net loss on FDIC indemnification	(46,396		)	(50,638		)	(6,030		)
FDIC reimbursement of costs of resolution of covered assets	4,440			9,397			19,569
Gain (loss) on sale of covered loans, net	20,369			(16,195		)	(29,270		)
Other-than-temporary impairment ("OTTI") on covered investment securities available for sale	—			(963		)	—
Mortgage insurance income and modification incentives	5,036			7,617			15,765
Non-interest income from covered assets	32,531			28,080			51,050
Service charges and fees	16,612			14,255			12,716
Gain on sale of non-covered loans	678			726			613
Gain on investment securities available for sale, net	3,859			9,592			17,039
Lease financing	21,601			8,214			791
Loss on extinguishment of debt	—			—			(14,175		)
Loss on termination of interest rate swap	—			—			(8,701		)
Other non-interest income	8,884			7,182			14,608
	$	84,165		$	68,049		$	73,941

Non-interest income related to transactions in the covered assets

Historically, a significant portion of our non-interest income has resulted from transactions related to the resolution of assets covered by our Loss Sharing Agreements with the FDIC. As covered assets continue to decline, we expect the net impact of these transactions on results of operations to decrease.

The balance of the FDIC indemnification asset is reduced or increased as a result of decreases or increases in cash flows expected to be received from the FDIC related to the gains or losses recorded in our consolidated financial statements from transactions in the covered assets. When these transaction gains or losses are recorded, we also record an offsetting amount in the consolidated statement of income line item “ Net loss on FDIC indemnification .” This line item includes the significantly mitigating impact of FDIC indemnification related to the following types of transactions in covered assets:


•	gains or losses from the resolution of covered assets;


•	provisions for (recoveries of) losses on covered loans;


•	gains or losses on the sale of covered loans;


•	gains or losses on covered investment securities; and


•	gains or losses on covered OREO.

Each of these types of transactions is discussed further below.

Covered loans may be resolved through prepayment, short sale of the underlying collateral, foreclosure, sale of the loans or charge-off. For loans resolved through prepayment, short sale or foreclosure, the difference between consideration received in resolution of the loans and the carrying value of the loans is recorded in the consolidated statement of income line item “ Income from resolution of covered assets, net .” Both gains and losses on individual resolutions are included in this line item.

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Losses from the resolution of covered loans increase the amount recoverable from the FDIC under the Loss Sharing Agreements. Gains from the resolution of covered loans reduce the amount recoverable from the FDIC under the Loss Sharing Agreements. These additions to or reductions in amounts recoverable from the FDIC related to the resolution of covered loans are recorded in non-interest income in the line item “ Net loss on FDIC indemnification ” and reflected as corresponding increases or decreases in the FDIC indemnification asset. The amount of income or loss recorded in any period will be impacted by the amount of covered loans resolved, the amount of consideration received, and our ability to accurately project cash flows from ACI loans in future periods.

The following table provides further detail of the components of income from resolution of covered assets, net for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014			2013			2012
Payments in full	$	47,855		$	69,673		$	70,562
Foreclosures	(1,556		)	(2,657		)	(19,326		)
Short sales	(388		)	(2,334		)	(5,046		)
Charge-offs	(1,016		)	(927		)	(2,918		)
Recoveries	4,187			15,107			7,744
Income from resolution of covered assets, net	$	49,082		$	78,862		$	51,016

Income from resolution of covered assets, net was $49.1 million , $78.9 million and $51.0 million , respectively, for the years ended December 31, 2014 , 2013 and 2012 . The decrease in income for the year ended December 31, 2014 compared to the year ended December 31, 2013 resulted mainly from decreases in income from residential paid in full resolutions and decreased recoveries on commercial loans. The increase in income for the year ended December 31, 2013 compared to the year ended December 31, 2012 resulted mainly from increased recoveries on commercial loans and lower losses from residential foreclosure resolutions. The substantial majority of income from resolution of covered assets has resulted from transactions covered under the Single Family Shared-Loss Agreement.

The decrease in income from payments in full for the year ended December 31, 2014 compared to the year ended December 31, 2013 was the result of a reduction in the number of paid in full resolutions and a decrease in average income per resolution. Average income per resolution declined in part due to updated cash flow forecasts, reflecting additional history with the performance of covered loans.

A decline in the level of foreclosure and short sale activity coupled with improving home prices led to a decrease in losses on resolutions from foreclosures and short sales in 2014 compared to 2013 and in 2013 compared to 2012.

Fluctuations in the amount of income from recoveries were attributable primarily to two large commercial loan recoveries recognized in 2013.

Sales of covered 1-4 single family residential loans for the years ended December 31, 2014 , 2013 and 2012 are summarized as follows (in thousands):



	2014			2013			2012
UPB of loans sold (1)	$	219,297		$	127,972		$	165,999
Cash proceeds, net of transaction costs (1)	$	143,450		$	64,588		$	69,986
Carrying value of loans sold (1)	141,052			80,783			99,256
Net pre-tax impact on earnings, excluding gain on FDIC indemnification (1)	$	2,398		$	(16,195	)	$	(29,270	)
Gain (loss) on indemnification asset (2)	$	(809	)	$	21,021		$	30,725


(1)	Excludes loans sold from a pool of ACI loans with a zero carrying value.


(2)	Includes gains of $1,514 , $8,326 and $7,302 related to loans sold from a pool of ACI loans with a zero carrying value for the years ended December 31, 2014 , 2013 and 2012 , respectively.

Loans were sold on a non-recourse basis to third parties. The improvement in results of these sales for the year ended December 31, 2014 as compared to the year ended December 31, 2013 and for the year ended December 31, 2013 as compared to the year ended December 31, 2012 resulted primarily from improved pricing on the sales. Improved pricing reflected both improvement in the quality of loans sold and better market conditions. No gain or loss on sale of loans was recorded in the

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consolidated financial statements on the sale of loans from the pool of loans with a zero carrying value; rather, proceeds from sale of loans in this pool were reflected in interest income upon receipt as discussed above. Since reimbursements from the FDIC under the Loss Sharing Agreements are calculated based on UPB of the loans rather than on their financial statement carrying amounts, the gain on indemnification asset recorded related to the sale of these loans included a component related to the sale of loans from the zero carrying value pool. We anticipate that we will continue to exercise our right to sell covered loans on a quarterly basis in the future.

In accordance with the terms of the Commercial Shared-Loss Agreement, the Bank requested and received approval from the FDIC to sell certain covered commercial and consumer loans and commercial OREO in the first quarter of 2014. Commercial and consumer loans with a carrying value of $86.5 million were transferred to loans held for sale at the lower of carrying value or fair value, determined at the individual loan level, upon receipt of FDIC approval. A provision for loan losses in the amount of $3.5 million, representing the excess of carrying value over the fair value of specific loans, was recognized upon the transfer to loans held for sale. The Company sold these covered loans during the three months ended March 31, 2014 receiving cash proceeds, net of transaction costs, in the amount of $101.0 million. The Company also sold commercial OREO properties with a carrying value of $1.3 million for cash proceeds of $0.8 million. The following table summarizes the impact of these transactions on pre-tax income, as reflected in the consolidated statements of income, for the year ended December 31, 2014 (in thousands):



Gain on sale of covered loans	$	17,971
Provision for loan losses on transfer to loans held for sale	(3,469		)
Loss on sale of OREO	(524		)
Loss on FDIC indemnification	(1,737		)
	$	12,241

Additional impairment arising since the FSB Acquisition related to covered loans is recorded in earnings through the provision for losses on covered loans. Under the terms of the Loss Sharing Agreements, the Company is entitled to recover from the FDIC a portion of losses on these loans; therefore, the discounted amount of additional expected cash flows from the FDIC related to these losses is recorded in non-interest income in the line item “ Net loss on FDIC indemnification ” and reflected as a corresponding increase in the FDIC indemnification asset. Alternatively, a recovery of the provision for loan losses related to covered loans results in a reduction in the amounts the Company expects to recover from the FDIC and a corresponding reduction in the FDIC indemnification asset and in non-interest income, reflected in the line item “ Net loss on FDIC indemnification .”

The Company records impairment charges related to declines in the net realizable value of OREO properties subject to the Loss Sharing Agreements and recognizes additional gains or losses upon the eventual sale of such OREO properties. These amounts are included in non-interest expense in the consolidated financial statements. The estimated increase or reduction in amounts recoverable from the FDIC with respect to these gains and losses is reflected as an increase or decrease in the FDIC indemnification asset and in non-interest income in the line item " Net loss on FDIC indemnification ."

As discussed further in the section entitled "Investment Securities Available for Sale", the net loss on FDIC indemnification for the year ended December 31, 2013 was also impacted by an OTTI loss recognized on one covered security.

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Net loss on FDIC indemnification of $46.4 million , $50.6 million and $6.0 million was recorded for the years ended December 31, 2014 , 2013 and 2012 , respectively, representing the net change in the FDIC indemnification asset from increases or decreases in cash flows estimated to be received from the FDIC related to gains and losses from covered assets as discussed in the preceding paragraphs. The net impact on earnings before taxes of these transactions related to covered assets for the years ended December 31, 2014 , 2013 and 2012 was $26.0 million , $20.4 million and $10.5 million , respectively, as detailed in the following tables (in thousands):



	2014
	Transaction Income		Net Loss on FDIC Indemnification			Net Impact on Pre-tax Earnings
Recovery of losses on covered loans (1)	$	33	$	(54	)	$	(21	)
Income from resolution of covered assets, net	49,082		(39,127		)	9,955
Gain on sale of covered loans	20,369		(5,338		)	15,031
Gain on covered investment securities available for sale	209		(167		)	42
Gain on covered OREO	2,744		(1,710		)	1,034
	$	72,437	$	(46,396	)	$	26,041


(1)	Transaction income includes provisions of $210 related to unfunded loan commitments included in other non-interest expense in the accompanying consolidated income statement.



	2013
	Transaction Income (Loss)			Net Loss on FDIC Indemnification			Net Impact on Pre-tax Earnings
Recovery of losses on covered loans	$	1,738		$	(1,574	)	$	164
Income from resolution of covered assets, net	78,862			(64,793		)	14,069
Loss on sale of covered loans	(16,195		)	21,021			4,826
Loss on covered investment securities available for sale	(963		)	770			(193		)
Gain on covered OREO	7,629			(6,062		)	1,567
	$	71,071		$	(50,638	)	$	20,433



	2012
	Transaction Income (Loss)			Net Loss on FDIC Indemnification			Net Impact on Pre-tax Earnings
Recovery of losses on covered loans	$	503		$	344		$	847
Income from resolution of covered assets, net	51,016			(41,962		)	9,054
Loss on sale of covered loans	(29,270		)	30,725			1,455
Loss on covered OREO	(5,762		)	4,863			(899		)
	$	16,487		$	(6,030	)	$	10,457

Certain OREO and foreclosure related expenses associated with covered assets, including fees paid to attorneys and other service providers, property preservation costs, maintenance and repair costs, advances for taxes and insurance, appraisal costs and inspection costs are also reimbursed under the terms of the Loss Sharing Agreements. Such expenses are recorded in non-interest expense when incurred, and the reimbursement is recorded as "FDIC reimbursement of costs of resolution of covered assets" in non-interest income when submitted to the FDIC, generally upon ultimate resolution of the underlying covered assets. This may result in the expense and the related income from reimbursements being recorded in different periods. For the years ended December 31, 2014 , 2013 and 2012 non-interest expense included approximately $4.3 million , $8.3 million and $20.3 million, of expenses subject to reimbursement at the 80% level under the Loss Sharing Agreements. During the years ended December 31, 2014 , 2013 and 2012 , claims of $4.4 million , $9.4 million and $19.6 million, respectively, were submitted to the FDIC for reimbursement.

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Mortgage insurance income totaled $1.7 million, $2.1 million and $9.8 million and modification incentives totaled $3.3 million, $5.6 million and $6.0 million for the years ended December 31, 2014 , 2013 and 2012 , respectively. Mortgage insurance income represents mortgage insurance proceeds received with respect to covered loans in excess of the portion of losses on those loans that is recoverable from the FDIC. Mortgage insurance proceeds up to the amount of losses on covered loans recoverable from the FDIC offset amounts otherwise reimbursable by the FDIC. Modification incentives represent amounts received from the Department of Treasury related to loans modified under the Home Affordable Modification Program ("HAMP"), net of amounts reimbursed to the FDIC. Year over year declines in mortgage insurance and modification incentives income reflect the reduced volume of covered loan foreclosure resolution and HAMP modification activity over the period.

Other components of non-interest income

Year over year increases in service charges and fees relate primarily to the growth in deposits and loans.

The Company terminated its indirect auto lending activities in the second quarter of 2014. Gain on sale of non-covered loans for the year ended December 31, 2014 includes the gain on sale of substantially all of our indirect auto loans. The Company sold these loans, with a recorded investment of $302.8 million, in June 2014 receiving cash proceeds, net of transaction costs, in the amount of $303.0 million. The total impact of this transaction on pre-tax earnings was a net increase of $1.8 million, inclusive of the gain on sale of $0.2 million, exit costs of $(0.7) million, and elimination of the related allowance for loan losses of $2.3 million. The remainder of gains on sale of non-covered loans for the years ended December 31, 2014, 2013 and 2012 relate to the sale of residential mortgages originated for sale into the secondary market.

Gains from the sale of investment securities available for sale for the year ended December 31, 2013 included net gains of $2.3 million related to the liquidation of our positions in collateralized loan obligations ("CLOs") and certain re-securitized real estate mortgage investment conduits ("Re-Remics") in response to the release of the Volcker Rule and net gains of $1.6 million from the sale of securities formerly held by Herald in conjunction with the merger of Herald into BankUnited.

During the year ended December 31, 2012 we sold agency mortgage-backed securities with an aggregate fair value of $527 million, utilizing the proceeds to extinguish $520 million of FHLB advances and terminate a cash flow hedge with a combined cost of borrowing of 3.46%. We realized a gain on sale of these securities of $10.0 million, a loss on extinguishment of the FHLB advances of $14.2 million and a loss on termination of the cash flow hedge of $8.7 million. In addition, we recognized approximately $6.4 million of aggregate realized gains in 2012 from the liquidation of our position in non-investment grade and certain other preferred stock positions in order to reduce our concentration in bank preferred stock investments.

The rest of the net gains on investment securities available for sale for the years ended December 31, 2014, 2013 and 2012 related to sales of securities in the normal course of managing liquidity, the Company's cash position and portfolio duration and yield.

Income from lease financing increased to $21.6 million for the year ended December 31, 2014 from $8.2 million for the year ended December 31, 2013 and $0.8 million for the year ended December 31, 2012 . The increase in income is consistent with the growth in the portfolio of assets under lease.

The most significant fluctuations in other non-interest income were:


•	Investment services income totaled $0.9 million and $4.4 for the years ended December 31, 2013 and 2012, respectively. This line of business was discontinued in 2013.


•	Other non-interest income for the year ended December 31, 2012 included a gain of $5.3 million on the acquisition of Herald.

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Non-Interest Expense

The following table presents the components of non-interest expense for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014			2013			2012
Employee compensation and benefits	$	195,218		$	173,763		$	173,261
Occupancy and equipment	70,520			63,766			54,465
Amortization (accretion) of FDIC indemnification asset	69,470			36,943			(15,306		)
(Gain) loss on other real estate owned	(2,617		)	(7,629		)	5,762
Foreclosure and other real estate owned expense	4,976			10,442			20,268
Deposit insurance expense	9,348			7,648			7,248
Professional fees	13,178			21,934			15,468
Telecommunications and data processing	13,381			13,034			12,462
Other non-interest expense	53,029			44,392			34,139
	$	426,503		$	364,293		$	307,767

Non-interest expense as a percentage of average assets was 2.5% , 2.4% and 2.6.% for the years ended December 31, 2014 , 2013 and 2012 , respectively. The more significant components of non-interest expense are discussed below.

Employee compensation and benefits

As is typical for financial institutions, employee compensation and benefits represents the single largest component of recurring non-interest expense. Employee compensation and benefits for the year ended December 31, 2014 increased by $21.5 million as compared to the year ended December 31, 2013 . This increase related primarily to the Company's overall growth and its expansion into New York. Employee compensation and benefits for the year ended December 31, 2013 as compared to the year ended December 31, 2012 reflected a decrease of $10.0 million in equity-based compensation resulting primarily from the vesting in 2012 of instruments issued in conjunction with the IPO. Increased compensation costs related to the Company's growth and expansion into New York offset this decrease in equity-based compensation.

Occupancy and equipment

Occupancy and equipment expense increased by $6.8 million or 10.6% for the year ended December 31, 2014 as compared to the year ended December 31, 2013 and by $9.3 million or 17.1% for the year ended December 31, 2013 as compared to the year ended December 31, 2012 . These increases related primarily to the Company's growth and expansion into New York.

Amortization (accretion) of FDIC indemnification asset

Amortization (accretion) of FDIC indemnification asset totaled $69.5 million , $36.9 million and $(15.3) million respectively, for the years ended December 31, 2014 , 2013 and 2012 .

The FDIC indemnification asset was initially recorded at its estimated fair value of $3.4 billion, representing the present value of estimated future cash payments from the FDIC for probable losses on covered assets. As projected cash flows from the ACI loans have increased, the yield on the loans has increased accordingly and the estimated future cash payments from the FDIC have decreased. This change in estimated cash flows is recognized prospectively, consistent with the recognition of the increased cash flows from the ACI loans. As a result, the FDIC indemnification asset is being amortized to the amount of the estimated future cash flows. For the years ended December 31, 2014 , 2013 and 2012 , the average rate at which the FDIC indemnification asset was amortized (accreted) was 6.41% , 2.76% and (0.89)%, respectively.

The rate of amortization will increase if estimated future cash payments from the FDIC decrease. The amount of amortization is impacted by both the change in the amortization rate and the decrease in the average balance of the indemnification asset. As we continue to submit claims under the Loss Sharing Agreements and recognize periodic amortization, the balance of the indemnification asset will continue to decline.

Recoveries of losses on commercial loans and gains on the sale of investment securities that were previously covered under the Commercial Shared-Loss Agreement also result in reimbursements due to the FDIC. These transactions are included in the tables below. Amounts payable to the FDIC resulting from these transactions are recognized in other liabilities in the consolidated balance sheet.

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A rollforward of the FDIC indemnification asset for the years ended December 31, 2014 , 2013 and 2012 follows (in thousands):



Balance at December 31, 2011	$	2,049,151
Accretion	15,306
Reduction for claims filed	(600,857		)
Net loss on FDIC indemnification	(6,030		)
Balance at December 31, 2012	1,457,570
Amortization	(36,943		)
Reduction for claims filed	(164,872		)
Net loss on FDIC indemnification	(50,638		)
Balance at December 31, 2013	1,205,117
Amortization	(69,470		)
Reduction for claims filed	(114,916		)
Net loss on FDIC indemnification	(46,396		)
Balance at December 31, 2014	$	974,335

The balance at December 31, 2014 is reflected in the consolidated balance sheet as follows (in thousands):



FDIC indemnification asset	$	974,704
Other liabilities	(369		)
	$	974,335

The following table presents the details of the FDIC indemnification asset at December 31, 2014 and 2013 (in thousands):



	2014			2013
Amounts attributable to:
Assets covered under the Single Family Shared-Loss Agreement	$	974,704		$	1,202,066
Assets covered under the Commercial Shared-Loss Agreement	—			3,051
FDIC indemnification asset	974,704			1,205,117
Less expected amortization	(302,669		)	(240,773		)
Amount expected to be collected from the FDIC	$	672,035		$	964,344

The amount of expected amortization reflects the impact of improvements in cash flows expected to be collected from the covered loans, as well as the impact of time value resulting from the discounting of the asset when it was initially established. This amount will be amortized to non-interest expense using the effective interest method over the period during which cash flows from the FDIC are expected to be collected, which is limited to the lesser of the contractual term of the Loss Sharing Agreements and the expected remaining life of the indemnified assets.

OREO and foreclosure related components of non-interest expense

During the years ended December 31, 2014 , 2013 and 2012 , a substantial majority of the gains or losses recognized on the sale or impairment of OREO related to properties covered by the Loss Sharing Agreements. Therefore, gains or losses from sale or impairment of OREO were substantially offset by gains or losses related to indemnification by the FDIC recognized in non-interest income.

Net (gain) loss on OREO totaled $(2.6) million , comprised of net gain on sales of OREO of $(3.9) million and OREO impairment of $1.2 million , for the year ended December 31, 2014 ; as compared to $(7.6) million , comprised of net gain on sales of OREO of $(9.6) million and OREO impairment of $1.9 million for the year ended December 31, 2013 ; and loss of $5.8 million , comprised of net gain on sales of OREO of $(4.2) million and OREO impairment of $9.9 million for the year ended December 31, 2012 .

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We continue to realize trends of lower levels of OREO and foreclosure activity. The following tables summarize OREO sale activity for the years ended December 31, 2014 , 2013 and 2012 (dollars in thousands):



	2014					2013					2012
	Units sold	Percent of Total Units		Total Gain		Units sold	Percent of Total Units		Total Gain		Units sold	Percent of Total Units		Total Gain
Residential OREO sales	213	95.5	%	$	1,752	557	94.6	%	$	5,687	1,326	96.9	%	$	2,798
Commercial OREO sales	10	4.5	%	2,100		32	5.4	%	3,881		42	3.1	%	1,366
	223	100.0	%	$	3,852	589	100.0	%	$	9,568	1,368	100.0	%	$	4,164



	2014						2013						2012
	Units sold	Percent of Total Units		Average Gain or (Loss)			Units sold	Percent of Total Units		Average Gain or (Loss)			Units sold	Percent of Total Units		Average Gain or (Loss)
Residential OREO sales:
Units sold at a gain	91	42.7	%	$	44		330	59.2	%	$	28		659	49.7	%	$	22
Units sold at a loss	122	57.3	%	$	(19	)	227	40.8	%	$	(16	)	667	50.3	%	$	(17	)
	213	100.0	%	$	8		557	100.0	%	$	10		1,326	100.0	%	$	2

Foreclosure and OREO expenses decreased by $5.5 million for the year ended December 31, 2014 as compared to the year ended December 31, 2013 and by $9.8 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012 . These declines were primarily attributable to decreases in the levels of foreclosure activity and OREO inventory. There were 104, 317 and 1,027 residential units in the foreclosure pipeline and 63, 157 and 402 residential units in OREO inventory at December 31, 2014 , 2013 and 2012 , respectively. Generally, OREO and foreclosure related expenses incurred on covered assets, which comprised the majority of OREO and foreclosure related expenses for the years ended December 31, 2014 and 2013 and all of OREO and foreclosure related expense for 2012, are also eligible for reimbursement under the terms of the Loss Sharing Agreements.

Loans are deemed eligible for foreclosure referral based on state specific and CFPB guidelines, which is generally after 120 days delinquency. Prior to referral, extensive reviews are performed to ensure that all collection and loss mitigation efforts have been exhausted. We have performed an internal assessment of our foreclosure practices and procedures and of our vendor management processes related to outside vendors that assist us in the foreclosure process. This assessment did not reveal any deficiencies in processes and procedures that we believe to be of significance.

Other components of non-interest expense

Professional fees decreased by $8.8 million for the year ended December 31, 2014 as compared to the year ended December 31, 2013 , and increased by $6.5 million for the year ended December 31, 2013 as compared to the year ended December 31, 2012 . These fluctuations are primarily due to increased consulting and advisory fees related to regulatory compliance incurred in 2013.

The most significant components of other non-interest expense are advertising and promotion, depreciation of equipment under operating lease, costs related to lending activities and deposit generation, insurance, travel and general office expense. Period over period increases in other non-interest expense related primarily to general organic growth of our business. In addition, we recognized depreciation on equipment under operating lease of $8.8 million for the year ended December 31, 2014 as compared to $4.3 million and $0.4 million for the years ended December 31, 2013 and 2012, respectively.

Income Taxes

The provision for income taxes for the years ended December 31, 2014 , 2013 and 2012 was $89.0 million , $109.1 million and $133.6 million , respectively. The Company's effective tax rate was 30.4% , 34.3% and 38.7% for the years ended December 31, 2014 , 2013 and 2012 , respectively. The most significant components included in the reconciliation of the Company's effective tax rate to the statutory federal tax rate of 35.0% include the effect of state income taxes, including the impact of uncertain tax positions related thereto, and the impact of income not subject to federal tax.

The decrease in the effective tax rate for the year ended December 31, 2014 compared to the year ended December 31, 2013 reflected increases in income not subject to federal tax, benefits resulting from state tax law changes, changes in certain

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state tax positions and an increase in the amount of reserves for uncertain state tax positions released as a result of the lapse in the statute of limitations related thereto. The decrease in the effective tax rate for the year ended December 31, 2013 compared to the year ended December 31, 2012 reflected the impact of changes in certain state tax positions and apportionment rates and the release of reserves for uncertain state tax positions as a result of the lapse in the statute of limitations related thereto in 2013.

At December 31, 2014 and 2013 , the Company had net deferred tax assets of $117.2 million and $70.6 million , respectively. Based on an evaluation of both positive and negative evidence related to ultimate realization of deferred tax assets, we have concluded it is more likely than not that the deferred tax assets will be realized. Persuasive positive evidence leading to this conclusion as of December 31, 2014 included the availability of sufficient tax loss carrybacks and future taxable income resulting from reversal of existing taxable temporary differences to assure realization of the deferred tax assets. Realization of deferred tax assets as of December 31, 2014 is not dependent, to any significant extent, on the generation of additional future taxable income.

For more information, see Note 12 to the consolidated financial statements.

Termination of the Commercial Shared-Loss Agreement

Loss sharing under the terms of BankUnited, N.A.’s Commercial Shared-Loss Agreement with the FDIC terminated on May 21, 2014. At December 31, 2014 , the Company’s loan portfolio included commercial and consumer ACI loans with a carrying value of $93 million and the investment portfolio included securities with a carrying value of $168 million that are no longer subject to loss sharing under the terms of the Commercial Shared-Loss Agreement. As of December 31, 2014 we bear all credit risk with respect to these assets. The Commercial Shared-Loss Agreement provides for the Bank’s continued reimbursement for recoveries, as defined, to the FDIC through May 21, 2017.

Analysis of Financial Condition

Average interest-earning assets increased $3.5 billion to $15.0 billion for the year ended December 31, 2014 from $11.5 billion for the year ended December 31, 2013 . This increase was driven primarily by a $3.7 billion increase in the average balance of outstanding loans. The increase in average loans reflected growth of $4.1 billion in average new loans outstanding, partially offset by a $372 million decrease in the average balance of loans acquired in the FSB Acquisition. Average non-interest earning assets declined by $129 million . The most significant component of this decline was the decrease in the FDIC indemnification asset. Growth of the new loan portfolio, resolution of covered loans and declines in the amount of the FDIC indemnification asset are trends that are expected to continue.

Average interest bearing liabilities increased by $2.4 billion to $12.2 billion for the year ended December 31, 2014 from $9.8 billion for the year ended December 31, 2013 , due primarily to an increase of $1.9 billion in average interest bearing deposits and a $526 million increase in average FHLB advances. Average non-interest bearing deposits increased by $781 million .

Average stockholders' equity increased by $144 million , due largely to the retention of earnings.

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Investment Securities Available for Sale

The following table shows the amortized cost and fair value of investment securities available for sale at December 31, 2014 , 2013 and 2012 (in thousands):



	2014				2013				2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. Treasury securities	$	54,924	$	54,967	$	—	$	—	$	34,998	$	35,154
U.S. Government agency and sponsored enterprise residential mortgage-backed securities	1,501,504		1,524,716		1,548,671		1,574,303		1,520,047		1,584,523
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	101,089		101,858		27,132		26,777		58,518		60,416
Re-Remics	179,664		183,272		267,525		271,785		575,069		585,042
Private label residential mortgage-backed securities and collateralized mortgage obligations ("CMOs")	350,300		403,979		255,184		310,118		386,768		448,085
Private label commercial mortgage-backed securities	1,134,854		1,139,389		814,114		808,772		413,110		433,092
Single family rental real estate-backed securities	446,079		443,017		—		—		—		—
Collateralized loan obligations	174,767		174,332		—		—		252,280		253,188
Non-mortgage asset-backed securities	117,562		122,164		172,329		178,994		233,791		241,346
Mutual funds and preferred stocks	96,294		105,442		140,806		149,677		141,509		149,653
State and municipal obligations	15,317		15,702		—		—		25,127		25,353
Small Business Administration securities	298,424		308,728		295,892		308,937		333,423		339,610
Other debt securities	3,712		8,128		3,542		7,761		12,887		16,950
	$	4,474,490	$	4,585,694	$	3,525,195	$	3,637,124	$	3,987,527	$	4,172,412

Investment securities available for sale totaled $4.6 billion at December 31, 2014 compared to $3.6 billion at December 31, 2013 and $4.2 billion at December 31, 2012 . The increase in the investment portfolio during the year ended December 31, 2014 reflected the investment of cash from the sale of the indirect auto loan portfolio. Additionally, management took advantage of certain opportunities by investing in new asset classes that provided attractive yields. The decline of the investment portfolio during 2013 reflected the deployment of proceeds from the sale and repayment of securities to fund loan originations and liquidation of certain positions in response to the release of the Volcker Rule.

Our investment strategy has focused on providing liquidity necessary for day-to-day operations, adding a suitable balance of high credit quality, diversifying assets to the consolidated balance sheet, managing interest rate risk, and generating acceptable returns given our established risk parameters. We have sought to maintain liquidity by investing a significant portion of the portfolio in high quality liquid securities including U.S. Treasury securities, U.S. Small Business Administration securities and U.S. Government agency mortgage-backed securities. We have also invested in highly rated structured products that, while somewhat less liquid, provide us with attractive yields. Relatively short effective portfolio duration helps mitigate interest rate risk arising from the currently low level of market interest rates. The weighted average expected life of the investment portfolio as of December 31, 2014 was 4.1 years and the effective duration was 1.7 years.

Regulations implementing the Volcker Rule were approved in December 2013. Among other provisions, the regulations generally will serve to prohibit us from holding an ownership interest, as defined, in a covered fund, also as defined. Although uncertainty remains as to how the regulations will be interpreted and implemented by regulatory authorities, there are Re-Remic securities in our portfolio that we believe may be deemed impermissible investments under the regulations. At December 31, 2014 , we held Re-Remics with a carrying value of $183 million . At December 31, 2014 , all but one of these securities were in unrealized gain positions; the one security in an unrealized loss position had a de-minimis unrealized loss of $5 thousand. The Re-Remics are an amortizing portfolio and we estimate that their carrying value will be significantly reduced through normal amortization and prepayments prior to the required compliance date. We will continue to evaluate our holdings in light of the newly issued regulations and further interpretations or implementation guidance that may be forthcoming, if any.

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As currently promulgated, we must be in compliance with the regulations implementing the Volcker Rule by July 2016 as it pertains to legacy covered funds, as defined.

As discussed above in the section entitled “Results of Operations - Termination of the Commercial Shared-Loss Agreement”, FDIC loss sharing on investment securities acquired in the FSB Acquisition ended in May 2014. The terms of the Commercial Shared-Loss Agreement continue to require sharing with the FDIC of any realized gains from the sale of covered investment securities through May 2017. Securities formerly covered under the Commercial Shared-Loss Agreement include private label residential mortgage-backed securities, mortgage-backed security mutual funds, trust preferred collateralized debt obligations, U.S. Government sponsored enterprise preferred stocks and corporate debt securities with an aggregate fair value of $168 million and gross unrealized gains of $60 million at December 31, 2014 . Gross unrealized losses on this portfolio segment were de minimis at December 31, 2014 .

A summary of activity in the investment securities available for sale portfolio for the year ended December 31, 2014 follows (in thousands):



Balance, beginning of period	$	3,637,124
Purchases	1,664,416
Repayments	(361,267		)
Sales, maturities and calls	(351,939		)
Amortization of discounts and premiums, net	(1,915		)
Change in unrealized gains	(725		)
Balance, end of period	$	4,585,694

The following table shows the scheduled maturities, carrying values and current yields for investment securities available for sale as of December 31, 2014 . Scheduled maturities have been adjusted for anticipated prepayments of mortgage-backed and other pass through securities. Yields on tax-exempt securities have been calculated on a tax-equivalent basis (dollars in thousands):



	Within One Year				After One Year Through Five Years				After Five Years Through Ten Years				After Ten Years				Total
	Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield
U.S. Treasury securities	$	—	—	%	$	54,967	0.91	%	$	—	—	%	$	—	—	%	$	54,967	0.91	%
U.S. Government agency and sponsored enterprise residential mortgage-backed securities	239,503		2.48	%	861,206		2.24	%	286,709		1.92	%	137,298		2.06	%	1,524,716		2.20	%
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	14,223		2.37	%	39,710		2.41	%	36,888		2.27	%	11,037		3.01	%	101,858		2.42	%
Re-Remics	72,264		3.40	%	106,348		3.13	%	4,660		2.95	%	—		—	%	183,272		3.23	%
Private label residential mortgage backed securities and CMOs	73,297		5.61	%	162,593		5.77	%	93,175		5.69	%	74,914		5.13	%	403,979		5.60	%
Private label commercial mortgage-backed securities	37,316		1.10	%	677,356		2.25	%	411,697		2.65	%	13,020		3.05	%	1,139,389		2.36	%
Single family rental real estate-backed securities	674		1.30	%	442,343		1.88	%	—		—	%	—		—	%	443,017		1.88	%
Collateralized loan obligations	—		—	%	60,069		2.08	%	114,263		2.24	%	—		—	%	174,332		2.19	%
Non-mortgage asset-backed securities	34,988		3.48	%	71,422		3.16	%	15,747		3.65	%	7		3.27	%	122,164		3.32	%
State and municipal obligations	—		—	%	—		—	%	15,702		3.65	%	—		—	%	15,702		3.65	%
Small Business Administration securities	56,932		1.70	%	144,417		1.69	%	71,755		1.66	%	35,624		1.62	%	308,728		1.68	%
Other debt securities	—		—	%	—		—	%	—		—	%	8,128		7.04	%	8,128		7.04	%
	$	529,197	2.87	%	$	2,620,431	2.38	%	$	1,050,596	2.59	%	$	280,028	2.92	%	4,480,252		2.52	%
Mutual funds and preferred stocks with no scheduled maturity																	105,442		7.63	%
Total investment securities available for sale																	$	4,585,694	2.63	%

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The available for sale investment portfolio was in a net unrealized gain position of $111 million at December 31, 2014 with aggregate fair value equal to 102% of amortized cost. Net unrealized gains included $127 million of gross unrealized gains and $16 million of gross unrealized losses. Securities available for sale in an unrealized loss position at December 31, 2014 had an aggregate fair value of $1.1 billion . 91.6% of investment securities available for sale were backed by the U.S. Government, U.S. Government agencies or sponsored enterprises or were rated AAA or AA at December 31, 2014 , based on the most recent third-party ratings. Investment securities available for sale totaling $89 million were rated below investment grade or not rated at December 31, 2014 , including $88 million of investment securities acquired in the FSB Acquisition.

We evaluate the credit quality of individual securities in the portfolio quarterly to determine whether any of the investments in unrealized loss positions are other-than-temporarily impaired. This evaluation considers, but is not necessarily limited to, the following factors, the relative significance of which varies depending on the circumstances pertinent to each individual security:


•	our intent to hold the security until maturity or for a period of time sufficient for a recovery in value;


•	whether it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis;


•	the length of time and extent to which fair value has been less than amortized cost;


•	adverse changes in expected cash flows;


•	collateral values and performance;


•	the payment structure of the security, including levels of subordination or over-collateralization;


•	changes in the economic or regulatory environment;


•	the general market condition of the geographic area or industry of the issuer;


•	the issuer’s financial condition, performance and business prospects; and


•	changes in credit ratings.

No securities were determined to be other-than-temporarily impaired during the years ended December 31, 2014 and 2012 . During the year ended December 31, 2013, OTTI of $963 thousand was recognized on an intermediate term mortgage mutual fund. Due primarily to the length of time the investment had been in a continuous unrealized loss position and an increasing measure of impairment, we determined the impairment to be other than temporary. This security was covered under the Loss Sharing Agreements; therefore, the impact of the impairment was significantly mitigated by an increase of $770 thousand in the FDIC indemnification asset and in non-interest income, reflected in the consolidated statement of income line item " Net loss on FDIC indemnification ".

We do not intend to sell securities in significant unrealized loss positions. Based on an assessment of our liquidity position and internal and regulatory guidelines for permissible investments and concentrations, it is not more likely than not that we will be required to sell securities in significant unrealized loss positions prior to recovery of amortized cost basis. The severity of impairment of individual securities in the portfolio is generally not material. Unrealized losses in the portfolio at December 31, 2014 were primarily attributable to an increase in medium and long-term market interest rates subsequent to the date the securities were acquired.

The timely repayment of principal and interest on U.S. Government agency and sponsored enterprise securities and Small Business Administration securities in unrealized loss positions is explicitly or implicitly guaranteed by the full faith and credit of the U.S. Government. Management either engaged a third party to perform, or performed internally, projected cash flow analyses of the private label residential mortgage-backed securities and CMOs and private label commercial mortgage-backed securities in unrealized loss positions, incorporating CUSIP level collateral default rate, voluntary prepayment rate, severity and delinquency assumptions. Based on the results of this analysis, no credit losses were projected. Given the expectation of timely repayment of principal and interest and the generally limited severity of impairment, we concluded that none of these debt securities in unrealized loss positions were other-than-temporarily impaired. Seven single family rental real estate-backed securities and one collateralized loan obligation were in unrealized loss positions at December 31, 2014 ; given the limited duration and severity of impairment and the absence of projected credit losses, we considered the impairment of these securities to be temporary.

For further discussion of our analysis of investment securities for OTTI, see Note 4 to the consolidated financial statements.

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We use third-party pricing services to assist us in estimating the fair value of investment securities. We perform a variety of procedures to ensure that we have a thorough understanding of the methodologies and assumptions used by the pricing services including obtaining and reviewing written documentation of the methods and assumptions employed, conducting interviews with valuation desk personnel and reviewing model results and detailed assumptions used to value selected securities as considered necessary. Our classification of prices within the fair value hierarchy is based on an evaluation of the nature of the significant assumptions impacting the valuation of each type of security in the portfolio. We have established a robust price challenge process that includes a review by our treasury front office of all prices provided on a monthly basis. Any price evidencing unexpected month over month fluctuations or deviations from our expectations based on recent observed trading activity and other information available in the marketplace that would impact the value of the security is challenged. Responses to the price challenges, which generally include specific information about inputs and assumptions incorporated in the valuation and their sources, are reviewed in detail. If considered necessary to resolve any discrepancies, a price will be obtained from an additional independent valuation specialist. We do not typically adjust the prices provided, other than through this established challenge process. Our primary pricing services utilize observable inputs when available, and employ unobservable inputs and proprietary models only when observable inputs are not available. As a matter of course, the services validate prices by comparison to recent trading activity whenever such activity exists. Quotes obtained from the pricing services are typically non-binding.

We have also established a quarterly price validation process whereby we verify the prices provided by our primary pricing service for a sample of securities in the portfolio. Sample sizes vary based on the type of security being priced, with higher sample sizes applied to more difficult to value security types. Verification procedures may consist of obtaining prices from an additional outside source or internal modeling, generally based on Intex. We have established acceptable percentage deviations from the price provided by the initial pricing source. If deviations fall outside the established parameters, we will obtain and evaluate more detailed information about the assumptions and inputs used by each pricing source or, if considered necessary, employ an additional valuation specialist to price the security in question. When there are price discrepancies, the final determination of fair value is based on careful consideration of the assumptions and inputs employed by each of the pricing sources given our knowledge of the market for each individual security and may include interviews with the outside pricing sources utilized. Depending on the results of the validation process, sample sizes may be extended for particular classes of securities. Results of the validation process are reviewed by the treasury front office and by senior management.

The majority of our investment securities are classified within level 2 of the fair value hierarchy. U.S. Treasury securities and certain preferred stocks are classified within level 1 of the hierarchy. At December 31, 2014 and 2013 , 3.8% and 5.6%, respectively, of our investment securities were classified within level 3 of the fair value hierarchy. Securities classified within level 3 of the hierarchy at December 31, 2014 included certain private label residential mortgage-backed securities and trust preferred securities. These securities were classified within level 3 of the hierarchy because proprietary assumptions related to voluntary prepayment rates, default probabilities and loss severities were considered significant to the valuation. There were no transfers of investment securities between levels of the fair value hierarchy during the year ended December 31, 2014 .

For additional discussion of the fair values of investment securities, see Note 17 to the consolidated financial statements.

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Loans

The loan portfolio comprises the Company’s primary interest-earning asset. The following tables show the composition of the loan portfolio and the breakdown of the portfolio among new loans, non-covered ACI loans, covered ACI loans and covered non-ACI loans at December 31 of the years indicated (dollars in thousands):



	2014
	Non-Covered Loans					Covered Loans								Percent of Total
	New Loans			ACI		ACI		Non-ACI			Total			Percent of Total
Residential:
1-4 single family residential	$	2,486,272		$	—	$	874,522	$	56,138		$	3,416,932		27.6	%
Home equity loans and lines of credit	1,827			—		22,657		101,142			125,626			1.0	%
	2,488,099			—		897,179		157,280			3,542,558			28.6	%
Commercial:
Multi-family	1,927,225			24,964		—		—			1,952,189			15.8	%
Commercial real estate
Owner occupied	1,008,930			34,440		—		—			1,043,370			8.4	%
Non-owner occupied	1,753,317			30,762		—		—			1,784,079			14.4	%
Construction and land	167,713			2,007		—		—			169,720			1.4	%
Commercial and industrial	2,402,064			1,229		—		—			2,403,293			19.4	%
Commercial finance subsidiaries	1,456,751			—		—		—			1,456,751			11.8	%
	8,716,000			93,402		—		—			8,809,402			71.2	%
Consumer	26,293			14		—		—			26,307			0.2	%
Total loans	11,230,392			93,416		897,179		157,280			12,378,267			100.0	%
Premiums, discounts and deferred fees and costs, net	47,097			—		—		(10,595		)	36,502
Loans net of premiums, discounts and deferred fees and costs	11,277,489			93,416		897,179		146,685			12,414,769
Allowance for loan and lease losses	(91,350		)	—		—		(4,192		)	(95,542		)
Loans, net	$	11,186,139		$	93,416	$	897,179	$	142,493		$	12,319,227

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	2013
	Non-Covered Loans					Covered Loans									Percent of Total
	New Loans			ACI		ACI			Non-ACI			Total			Percent of Total
Residential:
1-4 single family residential	$	1,800,332		$	—	$	1,057,012		$	70,378		$	2,927,722		32.4	%
Home equity loans and lines of credit	1,535			—		39,602			127,807			168,944			1.9	%
	1,801,867			—		1,096,614			198,185			3,096,666			34.3	%
Commercial:
Multi-family	1,097,872			8,093		33,354			—			1,139,319			12.6	%
Commercial real estate
Owner occupied	712,844			5,318		49,861			689			768,712			8.5	%
Non-owner occupied	946,543			1,449		93,089			52			1,041,133			11.5	%
Construction and land	138,091			—		10,600			729			149,420			1.7	%
Commercial and industrial	1,651,739			—		6,050			6,234			1,664,023			18.5	%
Commercial finance subsidiaries	952,050			—		—			—			952,050			10.5	%
	5,499,139			14,860		192,954			7,704			5,714,657			63.3	%
Consumer	213,107			—		1,679			—			214,786			2.4	%
Total loans	7,514,113			14,860		1,291,247			205,889			9,026,109			100.0	%
Premiums, discounts and deferred fees and costs, net	40,748			—		—			(13,248		)	27,500
Loans net of premiums, discounts and deferred fees and costs	7,554,861			14,860		1,291,247			192,641			9,053,609
Allowance for loan and lease losses	(57,330		)	—		(2,893		)	(9,502		)	(69,725		)
Loans, net	$	7,497,531		$	14,860	$	1,288,354		$	183,139		$	8,983,884



	2012
	Non-Covered Loans					Covered Loans									Percent of Total
	New Loans			ACI		ACI			Non-ACI			Total			Percent of Total
Residential:
1-4 single family residential	$	920,713		$	—	$	1,300,109		$	93,438		$	2,314,260		41.5	%
Home equity loans and lines of credit	1,954			—		52,499			157,691			212,144			3.8	%
	922,667			—		1,352,608			251,129			2,526,404			45.3	%
Commercial:
Multi-family	307,183			—		56,148			716			364,047			6.5	%
Commercial real estate
Owner occupied	451,130			4,087		58,675			850			514,742			9.3	%
Non-owner occupied	343,576			—		115,057			60			458,693			8.2	%
Construction and land	72,361			—		18,064			829			91,254			1.6	%
Commercial and industrial	1,105,938			—		14,608			11,627			1,132,173			20.3	%
Commercial finance subsidiaries	455,033			—		—			—			455,033			8.2	%
	2,735,221			4,087		262,552			14,082			3,015,942			54.1	%
Consumer	33,526			—		2,239			—			35,765			0.6	%
Total loans	3,691,414			4,087		1,617,399			265,211			5,578,111			100.0	%
Premiums, discounts and deferred fees and costs, net	11,863			—		—			(18,235		)	(6,372		)
Loans net of premiums, discounts and deferred fees and costs	3,703,277			4,087		1,617,399			246,976			5,571,739
Allowance for loan and lease losses	(41,228		)	—		(8,019		)	(9,874		)	(59,121		)
Loans, net	$	3,662,049		$	4,087	$	1,609,380		$	237,102		$	5,512,618

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	2011
	Non-Covered Loans					Covered Loans									Percent of Total
	New Loans			ACI		ACI			Non-ACI			Total			Percent of Total
Residential:
1-4 single family residential	$	461,431		$	—	$	1,681,866		$	117,992		$	2,261,289		54.1	%
Home equity loans and lines of credit	2,037			—		71,565			182,745			256,347			6.1	%
	463,468			—		1,753,431			300,737			2,517,636			60.2	%
Commercial:
Multi-family	108,178			—		61,710			791			170,679			4.1	%
Commercial real estate	311,434			4,220		219,136			32,678			567,468			13.6	%
Construction and land	30,721			—		37,120			163			68,004			1.7	%
Commercial and industrial	581,822			—		24,007			20,382			626,211			15.0	%
Commercial finance subsidiaries	218,156			—		—			—			218,156			5.2	%
	1,250,311			4,220		341,973			54,014			1,650,518			39.6	%
Consumer	3,372			—		2,937			—			6,309			0.2	%
Total loans	1,717,151			4,220		2,098,341			354,751			4,174,463			100.0	%
Premiums, discounts and deferred fees and costs, net	(7,124		)	—		—			(30,281		)	(37,405		)
Loans net of premiums, discounts and deferred fees and costs	1,710,027			4,220		2,098,341			324,470			4,137,058
Allowance for loan and lease losses	(24,328		)	—		(16,332		)	(7,742		)	(48,402		)
Loans, net	$	1,685,699		$	4,220	$	2,082,009		$	316,728		$	4,088,656



	2010
	Non-Covered Loans					Covered Loans									Percent of Total
	New Loans			ACI		ACI			Non-ACI			Total			Percent of Total
Residential:
1-4 single family residential	$	113,439		$	—	$	2,421,016		$	151,945		$	2,686,400		67.5	%
Home equity loans and lines of credit	2,255			—		98,599			206,797			307,651			7.7	%
	115,694			—		2,519,615			358,742			2,994,051			75.2	%
Commercial:
Multi-family	34,271			—		73,015			5,548			112,834			2.8	%
Commercial real estate	118,857			—		299,068			33,938			451,863			11.4	%
Construction and land	10,455			—		56,518			170			67,143			1.7	%
Commercial loans and leases	266,586			—		49,731			30,139			346,456			8.7	%
	430,169			—		478,332			69,795			978,296			24.6	%
Consumer	3,056			—		4,403			—			7,459			0.2	%
Total loans	548,919			—		3,002,350			428,537			3,979,806			100.0	%
Premiums, discounts and deferred fees and costs, net	(10,749		)	—		—			(34,840		)	(45,589		)
Loans net of premiums, discounts and deferred fees and costs	538,170			—		3,002,350			393,697			3,934,217
Allowance for loan and lease losses	(6,151		)	—		(39,925		)	(12,284		)	(58,360		)
Loans, net	$	532,019		$	—	$	2,962,425		$	381,413		$	3,875,857

Total loans, net of premiums, discounts and deferred fees and costs, increased by $3.4 billion to $12.4 billion at December 31, 2014 , from $9.1 billion at December 31, 2013 . New loans grew by $4.0 billion while loans acquired in the FSB Acquisition declined by $361 million from December 31, 2013 to December 31, 2014 . The increase in new loans for the year ended December 31, 2014 is net of the sale of indirect auto loans with a recorded investment of $303 million. New residential loans grew by $695 million and new commercial loans grew by $3.2 billion during the year ended December 31, 2014 . The decline in new consumer loans is attributed to the sale of substantially all of the indirect auto portfolio. Residential loan growth was attributable primarily to purchases of residential mortgages through established correspondent channels.

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Growth in new loans, net of premiums, discounts and deferred fees and costs, for the year ended December 31, 2014 included $1.1 billion for the Florida franchise, $1.7 billion for the New York franchise and $1.2 billion , excluding the impact of the sale of indirect auto loans, for what we refer to as national platforms, consisting of our residential loan purchase program, our mortgage warehouse lending operations and the Bank’s three commercial finance subsidiaries. Our residential loan purchase program and commercial finance subsidiaries contributed $555 million and $509 million , respectively, to growth in new loans for the year ended December 31, 2014 . The remaining growth in the national platforms was related primarily to our indirect auto lending, prior to exiting that business.

The following tables show the composition of the new loan portfolio and the breakdown among the Florida and New York regions and national platforms at December 31, 2014 and 2013 . Amounts are net of premiums, discounts and deferred fees and costs (dollars in thousands):



	2014
	Florida			New York			National			Total
Residential	$	196,101		$	116,627		$	2,211,937		$	2,524,665
Commercial	4,037,492			3,183,094			1,505,992			8,726,578
Consumer	26,045			—			201			26,246
	$	4,259,638		$	3,299,721		$	3,718,130		$	11,277,489
	37.8		%	29.2		%	33.0		%	100.0		%



	2013
	Florida			New York			National			Total
Residential	$	146,672		$	25,382		$	1,657,261		$	1,829,315
Commercial	2,989,416			1,559,275			956,814			5,505,505
Consumer	12,306			—			207,735			220,041
	$	3,148,394		$	1,584,657		$	2,821,810		$	7,554,861
	41.7		%	21.0		%	37.3		%	100.0		%

At December 31, 2014 , 2013 , 2012 , 2011 and 2010 respectively, 8% , 16%, 33%, 59% and 86% of loans, net of premiums, discounts and deferred fees and costs, were covered loans. Covered loans are declining and new loans increasing as a percentage of the total portfolio as covered loans are repaid or resolved and new loan originations and purchases continue. This trend is expected to continue.

Residential Mortgages

Residential mortgages totaled $3.5 billion , or 28.6% of total loans and $3.1 billion , or 34.3% of total loans at December 31, 2014 and 2013 , respectively. The decline in this portfolio segment as a percentage of loans is primarily a result of higher commercial loan originations, reflecting our strategic emphasis on commercial lending, and to a smaller extent, the resolution of covered loans.

The new residential loan portfolio includes both originated and purchased loans. At December 31, 2014 and 2013 , $311 million or 12.3% and $170 million or 9.5%, respectively, of our new 1-4 single family residential loans were originated loans; $2.2 billion or 87.7% and $1.6 billion or 90.5%, respectively, of our new 1-4 single family residential loans were purchased loans. We currently originate 1-4 single family residential mortgage loans with terms ranging from 10 to 30 years, with either fixed or adjustable interest rates, primarily to customers in Florida and New York. New residential mortgage loans are primarily closed-end first lien loans for the purchase or re-finance of owner occupied property. We have purchased loans to supplement our mortgage origination platform and to geographically diversify our loan portfolio. The purchased residential portfolio consists primarily of jumbo mortgages on owner-occupied properties acquired through established correspondent channels. At December 31, 2014 , 34.7% of the new residential loan portfolio were fixed rate loans. The adjustable rate mortgage ("ARM") portfolio included 5/1, 7/1 and 10/1 ARMs. At December 31, 2014, $222 million or 8.8% of new residential mortgage loans were interest-only loans, substantially all of which begin amortizing 10 years after origination. The number of newly originated residential mortgage loans that are re-financings of covered loans is not significant.

Home equity loans and lines of credit are not significant to the new loan portfolio.

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We do not originate option ARMs, “no-doc” or “reduced-doc” mortgages and do not utilize wholesale mortgage origination channels although the covered loan portfolio contains loans with these characteristics. The Company’s exposure to future losses on these mortgage loans is mitigated by the Single Family Shared-Loss Agreement. The following table presents a breakdown of the 1-4 single family residential mortgage portfolio categorized between fixed rate loans and ARMs at December 31, 2014 and 2013 . Amounts are net of premiums, discounts and deferred fees and costs (dollars in thousands):



	2014
	New Loans		Covered Loans		Total		Percent of Total
1 - 4 single family residential loans:
Fixed rate loans	$	875,584	$	347,582	$	1,223,166	35.5	%
ARM Loans	1,647,254		574,105		2,221,359		64.5	%
	$	2,522,838	$	921,687	$	3,444,525	100.0	%



	2013
	New Loans		Covered Loans		Total		Percent of Total
1 - 4 single family residential loans:
Fixed rate loans	$	841,987	$	421,143	$	1,263,130	42.9	%
ARM Loans	985,793		695,539		1,681,332		57.1	%
	$	1,827,780	$	1,116,682	$	2,944,462	100.0	%

Included in ARM loans above are payment option ARMs representing 49.9% and 49.5% of total covered ARM loans outstanding as of December 31, 2014 and 2013 , respectively, based on UPB. All of the option ARMs are covered loans and the substantial majority are ACI loans. The ACI loans are accounted for in accordance with ASC 310-30; therefore, the optionality embedded in these loans does not directly impact the carrying value of the loans or the amount of interest income recognized on them. These features are taken into account in quarterly updates of expected cash flows from these loans.

At December 31, 2014 and 2013 , the majority of the 1-4 single family residential loans outstanding were to customers domiciled in the following states (dollars in thousands):



	2014
							Percent of Total
	New Loans		Covered Loans		Total		New Loans		Total Loans
California	$	1,045,430	$	66,105	$	1,111,535	41.4	%	32.3	%
Florida	335,073		483,297		818,370		13.3	%	23.8	%
New York	318,484		27,568		346,052		12.6	%	10.0	%
Others	823,851		344,717		1,168,568		32.7	%	33.9	%
	$	2,522,838	$	921,687	$	3,444,525	100.0	%	100.0	%



	2013
							Percent of Total
	New Loans		Covered Loans		Total		New Loans		Total Loans
California	$	865,342	$	80,919	$	946,261	47.3	%	32.1	%
Florida	241,827		604,384		846,211		13.2	%	28.7	%
New York	119,147		31,406		150,553		6.5	%	5.1	%
Others	601,464		399,973		1,001,437		33.0	%	34.1	%
	$	1,827,780	$	1,116,682	$	2,944,462	100.0	%	100.0	%

No other state represented borrowers with more than 5.0% of new or total 1-4 single family residential loans outstanding at December 31, 2014 or 2013 .

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Commercial loans

The commercial portfolio segment includes loans secured by multi-family properties, loans secured by both owner-occupied and non-owner occupied commercial real estate, construction loans, land loans, commercial and industrial loans and direct financing leases.

Management’s loan origination strategy is heavily focused on the commercial portfolio segment, which comprised 77.6% and 73.2% of new loans as of December 31, 2014 and 2013 , respectively.

Commercial real estate loans include term loans secured by owner and non-owner occupied income producing properties including rental apartments, mixed-use properties, industrial properties, retail shopping centers, office buildings, warehouse facilities and hotels as well as real estate secured lines of credit. Loans secured by commercial real estate typically have shorter repayment periods and re-price more frequently than 1-4 single family residential loans but may have longer terms and re-price less frequently than commercial and industrial loans. The Company’s underwriting standards generally provide for loan terms of five to ten years, with amortization schedules of no more than thirty years. Loan-to-value (“LTV”) ratios are typically limited to no more than 80%. In addition, the Company usually obtains personal guarantees or carve-out guarantees of the principals as an additional enhancement for commercial real estate loans. Owner-occupied commercial real estate loans typically have risk profiles more closely aligned with that of commercial and industrial loans than with other types of commercial real estate loans. Construction and land loans represented only 1.4% of the total loan portfolio at December 31, 2014 . Construction and land loans are generally made for projects expected to stabilize within eighteen months of completion in submarkets with strong fundamentals and, to a lesser extent, for-sale residential projects to experienced developers with a strong cushion between market prices and loan basis. At December 31, 2014 , the recorded investment in construction loans with available interest reserves totaled $77 million; the amount of available interest reserves totaled $2 million. All of these loans were rated “pass” at December 31, 2014 .

Commercial and industrial loans are typically made to small and middle market businesses and include equipment loans, secured and unsecured working capital facilities, formula-based loans, mortgage warehouse lines, taxi medallion loans, lease financing, Small Business Administration product offerings and, to a lesser extent, acquisition finance credit facilities. These loans may be structured as term loans, typically with maturities of three to seven years, or revolving lines of credit which may have multi-year maturities. Commercial loans also include shared national credits totaling $757 million at December 31, 2014 , to borrowers primarily in our geographic footprint.

Through Pinnacle, UCBL and Bridge, the Bank provides equipment financing on a national basis using both and lease structures. Pinnacle offers essential use equipment financing to municipalities UCBL offers small business equipment leases and loans with a primary focus on franchise equipment finance and Bridge primarily provides transportation equipment finance.

The following table presents the recorded investment in loans and direct finance leases for each of the three commercial finance subsidiaries at December 31, 2014 and 2013 (in thousands):



	2014		2013
Pinnacle	$	751,286	$	498,438
UCBL	364,623		279,244
Bridge	350,357		179,101
	$	1,466,266	$	956,783

New commercial loans that represent re-financings of loans acquired in the FSB Acquisition are not significant.

Consumer Loans

As of December 31, 2013, consumer loans consisted primarily of indirect auto loans. Subsequent to the sale of substantially all of the indirect auto loan portfolio in June 2014, consumer loans are comprised primarily of consumer installment financing, loans secured by certificates of deposit, unsecured personal lines of credit and demand deposit account overdrafts.

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Loan Maturities

The following table sets forth, as of December 31, 2014 , the maturity distribution of our loan portfolio by category, based on UPB. Commercial loans are presented by contractual maturity, including scheduled payments for amortizing loans. Contractual maturities of 1-4 single family residential loans have been adjusted for an estimated rate of voluntary prepayments on all loans, and defaults on ACI loans, based on historical trends, current interest rates, types of loans and refinance patterns (in thousands):



	One Year or Less		After One Through Five Years		After Five Years		Total
Residential:
1 - 4 single family residential	$	1,051,267	$	2,077,471	$	1,818,944	$	4,947,682
Home equity loans and lines of credit	76,251		63,507		46,552		186,310
	1,127,518		2,140,978		1,865,496		5,133,992
Commercial:
Multi-family	172,991		1,249,780		536,987		1,959,758
Commercial real estate	390,395		1,561,271		887,738		2,839,404
Construction and land	53,129		113,962		2,622		169,713
Commercial and industrial	982,035		1,371,013		50,339		2,403,387
Commercial finance subsidiaries	337,489		763,790		355,472		1,456,751
	1,936,039		5,059,816		1,833,158		8,829,013
Consumer	6,309		17,806		2,192		26,307
	$	3,069,866	$	7,218,600	$	3,700,846	$	13,989,312

The following table shows the distribution of UPB of those loans that mature in more than one year between fixed and adjustable interest rate loans as of December 31, 2014 (in thousands):



	Interest Rate Type
	Fixed		Adjustable		Total
Residential:
1 - 4 single family residential	$	1,394,095	$	2,502,320	$	3,896,415
Home equity loans and lines of credit	15,701		94,358		110,059
	1,409,796		2,596,678		4,006,474
Commercial:
Multi-family	1,552,970		233,797		1,786,767
Commercial real estate	1,567,630		881,379		2,449,009
Construction and land	52,198		64,386		116,584
Commercial and industrial	588,983		832,369		1,421,352
Commercial finance subsidiaries	1,119,262		—		1,119,262
	4,881,043		2,011,931		6,892,974
Consumer	10,325		9,673		19,998
	$	6,301,164	$	4,618,282	$	10,919,446

Asset Quality

In discussing asset quality, a distinction must be made between new loans and loans acquired in the FSB Acquisition. New loans were underwritten under significantly different and generally more conservative standards than the loans acquired in the FSB Acquisition. In particular, credit approval policies have been strengthened, wholesale mortgage origination channels have been eliminated, “no-doc” and option ARM loan products have been eliminated, and real estate appraisal policies have been improved. Although the risk profile of loans acquired in the FSB Acquisition is higher than that of new loans, our exposure to loss related to the loans acquired in the FSB Acquisition is significantly mitigated by the fair value basis recorded in these loans

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resulting from the application of acquisition accounting and, for the residential loans, by the Single Family Shared-Loss Agreement. The Commercial Shared-Loss Agreement was terminated on May 21, 2014. At December 31, 2014 , covered loans totaled $1.0 billion , all of which were covered under the Single Family Shared-Loss Agreement.

We have established a robust credit risk management framework, put in place an experienced team to lead the workout and recovery process for the commercial and commercial real estate portfolios and implemented a dedicated internal loan review function that reports directly to our Audit and Risk Committee. We have an experienced resolution team in place for covered residential mortgage loans, and have implemented outsourcing arrangements with industry leading firms in certain areas such as OREO resolution.

Loan performance is monitored by our credit administration and workout and recovery departments. Generally, relationships with committed balances greater than $1 million are reviewed at least annually. Additionally, commercial loans are regularly reviewed by our internal loan review department. The Company utilizes a 13 grade internal asset risk classification system as part of its efforts to monitor and maintain commercial asset quality. Loans exhibiting potential credit weaknesses that deserve management’s close attention and that if left uncorrected may result in deterioration of the repayment capacity of the borrower are categorized as special mention. These borrowers may exhibit negative financial trends or erratic financial performance, strained liquidity, marginal collateral coverage, declining industry trends or weak management. Loans with well-defined credit weaknesses that may result in a loss if the deficiencies are not corrected are assigned a risk rating of substandard. These borrowers may exhibit payment defaults, inadequate cash flows, operating losses, increasing balance sheet leverage, project cost overruns, unreasonable construction delays, exhausted interest reserves, declining collateral values, frequent overdrafts or past due real estate taxes. Loans with weaknesses so severe that collection in full is highly questionable or improbable, but because of certain reasonably specific pending factors have not been charged off, are assigned an internal risk rating of doubtful.

Residential mortgage loans and consumer loans are not individually risk rated. Delinquency status is the primary measure we use to monitor the credit quality of these loans. We also consider original LTV and FICO score to be significant indicators of credit quality for the new 1-4 single family residential portfolio.

New Loans

Commercial

The ongoing asset quality of significant commercial loans is monitored on an individual basis through our regular credit review and risk rating process. We believe internal risk rating is the best indicator of the credit quality of commercial loans. Homogenous groups of smaller balance commercial loans may be monitored collectively.

At December 31, 2014 , new commercial loans with aggregate balances of $25 million , $41 million and $12 million were rated special mention, substandard and doubtful, respectively. At December 31, 2013 , new commercial loans aggregating $8 million , $26 million and $10 million were rated special mention, substandard and doubtful, respectively. Criticized and classified assets represented less than 1% of the new commercial portfolio at December 31, 2014 . See Note 5 to the consolidated financial statements for more detailed information about risk rating of new commercial loans.

Residential

New 1-4 single family residential loans past due more than 30 days totaled $4 million at both December 31, 2014 and 2013 . The amount of these loans 90 days or more past due were deminimis at both December 31, 2014 and 2013 .

The majority of our new residential mortgage portfolio consists of loans purchased through established correspondent channels. The credit parameters for purchasing loans are similar to the underwriting guidelines in place for our mortgage origination platform. For purchasing seasoned loans, good payment history is required. In general, we purchase performing jumbo mortgage loans which have FICO scores above 700, primarily are owner-occupied and full documentation, and have a current LTV of 80% or less. We perform due diligence on the purchased loans for credit, compliance, counterparty, payment history and property valuation.

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The following table shows the distribution of new 1-4 single family residential loans by original FICO and LTV as of December 31, 2014 and 2013 :



	2014
	FICO
LTV	720 or less		721 - 740		741 - 760		761 or greater		Total
60% or less	2.6	%	3.2	%	5.1	%	23.7	%	34.6	%
60% - 70%	2.2	%	2.5	%	4.0	%	16.8	%	25.5	%
70% - 80%	1.7	%	3.9	%	6.8	%	25.7	%	38.1	%
More than 80%	1.1	%	0.1	%	0.1	%	0.5	%	1.8	%
	7.6	%	9.7	%	16.0	%	66.7	%	100.0	%



	2013
	FICO
LTV	720 or less		721 - 740		741 - 760		761 or greater		Total
60% or less	2.0	%	3.3	%	4.8	%	25.9	%	36.0	%
60% - 70%	1.4	%	2.5	%	4.2	%	16.9	%	25.0	%
70% - 80%	1.1	%	3.3	%	6.4	%	25.8	%	36.6	%
More than 80%	1.4	%	0.3	%	0.2	%	0.5	%	2.4	%
	5.9	%	9.4	%	15.6	%	69.1	%	100.0	%

At December 31, 2014 , 78.2% of new 1-4 single family residential loans with LTV of more than 80% were insured by the Federal Housing Administration.

At December 31, 2014 , the purchased loan portfolio had the following characteristics: substantially all were full documentation with an average FICO score of 768 and average LTV of 65.3% . The majority of this portfolio was owner-occupied, with 93.1% primary residence, 6.4% second homes and 0.5% investment properties. In terms of vintage, 0.8% of the portfolio was originated pre-2010, 8.8% in 2010 and 2011, 15.8% in 2012, 43.6% in 2013 and 31.0% in 2014.

Similarly, the originated loan portfolio had the following characteristics at December 31, 2014 : 100% were full documentation with an average FICO score of 757 and average LTV of 62.3% . The majority of this portfolio was owner-occupied, with 84.4% primary residence, 9.0% second homes and 6.6% investment properties. In terms of vintage, 7.0% of the portfolio was originated in 2010 and 2011, 10.4% in 2012, 31.6% in 2013 and 51.0% in 2014.

Consumer

At December 31, 2014 and 2013 , delinquent new consumer loans were insignificant.

Loans Acquired in the FSB Acquisition

Loans acquired in the FSB Acquisition consist of both ACI loans and non-ACI loans. At December 31, 2014 , ACI loans totaled $991 million and non-ACI loans totaled $147 million , net of premiums, discounts and deferred fees and costs.

Residential

At December 31, 2014 , residential ACI loans totaled $897 million and residential non-ACI loans totaled $147 million , net of premiums, discounts and deferred fees and costs. All of these loans are covered under the Single Family Shared-Loss Agreement.

Covered residential loans were placed into homogenous pools at the time of the FSB Acquisition and the ongoing credit quality and performance of these loans is monitored on a pool basis. The fair value of the pools was initially measured based on the expected cash flows from each pool. Initial cash flow expectations incorporated significant assumptions regarding prepayment rates, frequency of default and loss severity. For ACI pools, the difference between total contractual payments due and the cash flows expected to be received at acquisition was recognized as non-accretable difference. The excess of expected cash flows over the recorded fair value of each ACI pool at acquisition, known as the accretable yield, is being recognized as

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interest income over the life of each pool. We monitor the pools quarterly to determine whether any significant changes have occurred in expected cash flows that would be indicative of impairment or necessitate reclassification between non-accretable difference and accretable yield. Generally, improvements in expected cash flows less than 1% of the expected cash flows from a pool are not recorded. This materiality threshold may be revised in the future based on management’s judgment. At December 31, 2014 , accretable yield on residential ACI loans totaled $967 million and non-accretable difference related to those loans totaled $1.0 billion. Accretable yield on commercial ACI loans totaled $38 million at December 31, 2014 , with no significant non-accretable difference remaining.

We performed a detailed analysis of the residential mortgage loan portfolio acquired in the FSB Acquisition to determine the key loan characteristics influencing performance. Key characteristics influencing the performance of the residential mortgage portfolio, including home equity loans, were determined to be delinquency status; product type, in particular, amortizing as opposed to option ARM products; current indexed LTV ratio; and original FICO score. The ACI loans in the residential mortgage portfolio were grouped into ten homogenous static pools based on these characteristics, and the non-ACI residential loans were grouped into two homogenous static pools. There were other variables which we initially expected to have a significant influence on performance and which were considered in our analysis; however, the results of our analysis demonstrated that their impact was less significant after controlling for current indexed LTV, product type, and FICO score. Therefore, these additional factors were not used in grouping the covered residential loans into pools and are not used in monitoring ongoing asset quality of the pools. The factors we considered but determined not to be significant included the level and type of documentation required at origination, i.e., whether a loan was originated under full documentation, reduced documentation, or no documentation programs; occupancy, defined as owner occupied vs. non-owner occupied collateral properties; geography; and vintage, i.e., year of origination.

At December 31, 2014 , the recorded investment in 1-4 single family residential non-ACI loans was $47 million ; $1.2 million or 2.6% of these loans were 30 days or more past due and the balance of loans 90 days or more past due was insignificant. At December 31, 2014 , the recorded investment in ACI 1-4 single family residential loans totaled $875 million ; $45.1 million or 5.2% of these loans were delinquent by 30 days or more and $22.0 million or 2.5% were delinquent by 90 days or more.

At December 31, 2014 , non-ACI home equity loans and lines of credit had an aggregate recorded investment of $100 million ; $6.1 million or 6.1% of these loans were 30 days or more past due and $3.8 million or 3.8% were 90 days or more past due. ACI home equity loans and lines of credit had a carrying amount of $23 million at December 31, 2014 ; $2.2 million or 9.6% of ACI home equity loans and lines of credit were 30 days or more contractually delinquent and $1.5 million or 6.6% were delinquent by 90 days or more.

Home equity loans and lines of credit generally provide that payment terms be reset after an initial contractual period of interest only payments, requiring the pay down of principal through balloon payments or amortization. Additional information regarding ACI and non-ACI home equity loans and lines of credit at December 31, 2014 is summarized as follows:



	ACI		Non-ACI
Loans resetting from interest only:
Previously reset	13.0	%	21.9	%
Scheduled to reset within 12 months	23.0	%	18.3	%
Scheduled to reset after 12 months	64.0	%	59.8	%
	100.0	%	100.0	%
Lien position:
First liens	8.0	%	11.3	%
Second or third liens	92.0	%	88.7	%
	100.0	%	100.0	%

To date, we have not identified any significant impact to default rates from resets of interest only loans. The Company's exposure to loss related to covered loans is significantly mitigated by the Single Family Shared-Loss Agreement and by the fair value basis recorded in these assets resulting from the application of acquisition accounting.

Commercial

Loss sharing coverage under the Commercial Shared-Loss Agreement was terminated on May 21, 2014. For further discussion, see the section entitled “Results of Operations — Termination of the Commercial Shared-Loss Agreement.”

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In the first quarter of 2014, we requested and received approval from the FDIC to sell, and completed the sale of, certain covered commercial and consumer loans. See further discussion of the sale above in the section entitled “Results of Operations — Non-Interest Income”. The majority of the covered commercial and consumer loans exhibiting credit weaknesses were included in the sale. Loans not included in the sale represent performing relationships that management has made a business decision to retain or loans that are expected to resolve with no loss.

At December 31, 2014 , ACI commercial loans had a carrying value of $93 million . At December 31, 2014 , the balance of loans 90 days or more past due was insignificant and loans with aggregate carrying values of $0.5 million and $2.4 million were internally risk rated special mention and substandard, respectively.

Impaired Loans and Non-Performing Assets

Non-performing assets generally consist of (i) non-accrual loans, including loans that have been modified in troubled debt restructurings ("TDRs") and placed on non-accrual status or that have not yet exhibited a consistent six month payment history, (ii) accruing loans that are more than 90 days contractually past due as to interest or principal, excluding ACI loans, and (iii) OREO. Impaired loans also typically include loans modified in TDRs that are performing according to their modified terms and ACI loans for which expected cash flows have been revised downward since acquisition (as adjusted for any additional cash flows expected to be collected arising from changes in estimates after acquisition). Impaired ACI loans or pools with remaining accretable yield have not been classified as non-accrual loans and we do not consider them to be non-performing assets.

The following table summarizes the Company's impaired loans and non-performing assets at December 31 of the years indicated (in thousands):



	2014								2013								2012								2011			2010
	Covered Assets		Non- Covered Assets			Total			Covered Assets		Non- Covered Assets			Total			Covered Assets		Non- Covered Assets			Total			Total (5)			Total (5)
Non-accrual loans
Residential:
1 - 4 single family residential	$	604	$	49		$	653		$	293	$	194		$	487		$	2,678	$	155		$	2,833		$	7,410		$	9,585
Home equity loans and lines of credit	3,808		—			3,808			6,559		—			6,559			9,767		—			9,767			10,478			10,817
Total residential loans	4,412		49			4,461			6,852		194			7,046			12,445		155			12,600			17,888			20,402
Commercial(4):
Multi-family	—		—			—			—		—			—			—		—			—			—			200
Commercial real estate	—		4,688			4,688			1,042		4,229			5,271			59		1,619			1,678			295			75
Construction and land	—		209			209			—		244			244			—		278			278			335			—
Commercial and industrial	—		13,666			13,666			2,767		16,612			19,379			4,530		11,907			16,437			9,164			5,097
Commercial finance subsidiaries	—		9,226			9,226			—		1,370			1,370			—		1,719			1,719			—			—
Total commercial loans	—		27,789			27,789			3,809		22,455			26,264			4,589		15,523			20,112			9,794			5,372
Consumer:	—		173			173			—		75			75			—		—			—			—			—
Total non-accrual loans	4,412		28,011			32,423			10,661		22,724			33,385			17,034		15,678			32,712			27,682			25,774
Non-ACI and new loans past due 90 days and still accruing	—		—			—			—		512			512			140		38			178			375			—
TDRs	2,188		4,435			6,623			1,765		—			1,765			1,293		348			1,641			824			—
Total non-performing loans	6,600		32,446			39,046			12,426		23,236			35,662			18,467		16,064			34,531			28,881			25,774
OREO	13,645		135			13,780			39,672		898			40,570			76,022		—			76,022			123,737			206,680
Total non-performing assets	20,245		32,581			52,826			52,098		24,134			76,232			94,489		16,064			110,553			152,618			232,454
Impaired ACI loans on accrual status(1)	—		—			—			44,286		—			44,286			43,580		—			43,580			94,536			262,130
Other impaired loans on accrual status	—		—			—			—		—			—			—		2,721			2,721			—			—
Non-ACI and new TDRs in compliance with their modified terms	3,866		797			4,663			3,588		1,400			4,988			2,650		4,689			7,339			583			—
Total impaired loans and non-performing assets	$	24,111	$	33,378		$	57,489		$	99,972	$	25,534		$	125,506		$	140,719	$	23,474		$	164,193		$	247,737		$	494,584
Non-performing loans to total loans(2)			0.29		%	0.31		%			0.31		%	0.39		%			0.43		%	0.62		%	0.70		%	0.66		%
Non-performing assets to total assets(3)			0.17		%	0.27		%			0.16		%	0.51		%			0.13		%	0.89		%	1.35		%	2.14		%
ALLL to total loans(2)			0.80		%	0.77		%			0.76		%	0.77		%			1.11		%	1.06		%	1.17		%	1.48		%
ALLL to non-performing loans			281.54		%	244.69		%			246.73		%	195.52		%			256.65		%	171.21		%	167.59		%	226.35		%
Net charge-offs to average loans			0.08		%	0.15		%			0.34		%	0.31		%			0.09		%	0.17		%	0.62		%	0.37		%

_____________________________


(1)	Includes TDRs on accrual status.


(2)	Total loans for purposes of calculating these ratios are net of premiums, discounts and deferred fees and costs.


(3)	Ratio for non-covered assets is calculated as non-performing non-covered assets to total assets.


(4)	Includes ACI loans of $1 million for which discount is no longer being accreted at December 31, 2013.


(5)	Substantially all impaired loans and non-performing assets were covered assets at December 31, 2011 and 2010.

Contractually delinquent ACI loans with remaining accretable yield are not reflected as non-accrual loans because accretion continues to be recorded in income. Accretion continues to be recorded as long as there is an expectation of future cash flows in excess of carrying amount from these loans. The carrying value of ACI loans contractually delinquent by more than 90 days but on which income was still being recognized was $23 million and $78 million at December 31, 2014 and December 31, 2013 , respectively.

New and non-ACI commercial loans are placed on non-accrual status when (i) management has determined that full repayment of all contractual principal and interest is in doubt, or (ii) the loan is past due 90 days or more as to principal or interest unless the loan is well secured and in the process of collection. New and non-ACI residential and consumer loans are generally placed on non-accrual status when 90 days of interest is due and unpaid. When a loan is placed on non-accrual status, uncollected interest accrued is reversed and charged to interest income. Commercial loans are returned to accrual status only after all past due principal and interest has been collected and full repayment of remaining contractual principal and interest is reasonably assured. Residential loans are returned to accrual status when less than 90 days of interest is due and unpaid. Past due status of loans is determined based on the contractual next payment due date. Loans less than 30 days past due are reported as current. Except for ACI loans accounted for in pools, loans that are the subject of TDRs are generally placed on non-accrual status at the time of the modification unless the borrower has no history of missed payments for six months prior to the restructuring. If borrowers perform pursuant to the modified loan terms for at least six months and the remaining loan balances are considered collectable, the loans are returned to accrual status.

A loan modification is considered a TDR if the Company, for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise grant. These concessions may take the form of temporarily or permanently reduced interest rates, payment abatement periods, restructuring of payment terms, extensions of maturity at below market terms, or in some cases, partial forgiveness of principal. Under GAAP, modified ACI loans accounted for in pools are not accounted for as TDRs and are not separated from their respective pools when modified. Included in TDRs are residential loans to borrowers who have not reaffirmed their debt discharged in Chapter 7 bankruptcy.

As of December 31, 2014 , nine commercial loans with an aggregate carrying value of $15 million and 26 residential loans with an aggregate carrying value of $6 million had been modified in TDRs and were included in impaired loans and non-performing assets. Because of the immateriality of the amount of loans modified in TDRs and nature of the modifications, the modifications did not have a material impact on the Company’s consolidated financial statements for the years ended December 31, 2014 or 2013 .

Potential Problem Loans

Potential problem loans have been identified by management as those loans included in the "substandard accruing" risk rating category. These loans are typically performing, but possess specifically identified credit weaknesses that, if not remedied, may lead to a downgrade to non-accrual status and identification as impaired in the near-term. Substandard accruing new loans totaled $25 million at December 31, 2014 . The majority of these loans were current as to principal and interest at December 31, 2014 .

Loss Mitigation Strategies

We evaluate each loan in default to determine the most effective loss mitigation strategy, which may be modification, short sale, or foreclosure. We offer loan modifications under HAMP to eligible borrowers in the residential portfolio. HAMP is a uniform loan modification process that provides eligible borrowers with sustainable monthly mortgage payments equal to a target 31% of their gross monthly income. As of December 31, 2014 , 12,405 borrowers had been counseled regarding their participation in HAMP; 9,200 of those borrowers were initially determined to be potentially eligible for loan modifications under the program. As of December 31, 2014 , 1,644 borrowers who did not elect to participate in the program had been sent termination letters and 3,387 borrowers had been denied due to ineligibility. There were 4,286 permanent loan modifications and 56 trial loan modifications at December 31, 2014 . All of these modified loans were covered loans and substantially all were covered ACI loans accounted for in pools.

Analysis of the Allowance for Loan and Lease Losses

The ALLL relates to (i) new loans, (ii) estimated additional losses arising on non-ACI loans subsequent to the FSB Acquisition, and (iii) impairment recognized as a result of decreases in expected cash flows on ACI loans due to further credit deterioration. The impact of any additional provision for losses on covered loans is significantly mitigated by an increase in the FDIC indemnification asset. The determination of the amount of the ALLL is, by nature, highly complex and subjective. Future events that are inherently uncertain could result in material changes to the level of the ALLL. General economic conditions including but not limited to unemployment rates, real estate values in our primary market areas and the level of interest rates, as

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well as a variety of other factors that affect the ability of borrowers’ businesses to generate cash flows sufficient to service their debts will impact the future performance of the portfolio.

New and non-ACI Loans

Due to the lack of similarity between the risk characteristics of new loans and covered loans in the residential and home equity portfolios, management does not believe it is appropriate to use the historical performance of the covered residential mortgage portfolio as a basis for calculating the ALLL applicable to new loans. The new loan portfolio has not yet developed an observable loss trend. Therefore, the ALLL for new residential loans is based primarily on relevant proxy historical loss rates. The ALLL for new 1-4 single family residential loans is estimated using average annual loss rates on prime residential mortgage securitizations issued between 2003 and 2008 as a proxy. Based on the comparability of FICO scores and LTV ratios between loans included in those securitizations and loans in the Bank’s portfolio and the geographic diversity in the new purchased residential portfolio, we determined that prime residential mortgage securitizations provide an appropriate proxy for expected losses in this portfolio class.

A peer group twelve quarter average net charge-off rate is used to estimate the ALLL for the new home equity loan class. See further discussion of the use of peer group loss factors below. The new home equity portfolio is not a significant component of the overall loan portfolio.

Based on an updated analysis of historical performance, OREO and short sale losses, recent trending data and other internal and external factors, we have concluded that historical performance by portfolio class is the best indicator of incurred loss for the non-ACI 1-4 single family residential and home equity portfolio classes. For each of these portfolio classes, a quarterly roll rate matrix is calculated by delinquency bucket to measure the rate at which loans move from one delinquency bucket to the next during a given quarter. An average four quarter roll rate matrix is used to estimate the amount within each delinquency bucket expected to roll to 120+ days delinquent. We assume no cure for those loans that are currently 120+ days delinquent. Loss severity given default is estimated based on internal data about OREO sales and short sales from the portfolio. The ALLL calculation incorporates a 100% loss severity assumption for home equity loans that are projected to roll to default. For non-ACI residential loans, the allowance is initially calculated based on UPB. The total of UPB, less the calculated allowance is then compared to the carrying amount of the loans, net of unamortized credit related fair value adjustments established at acquisition. If the calculated balance net of the allowance is less than the carrying amount, an additional allowance is established. Any such increase in the allowance for non-ACI loans will result in a corresponding increase in the FDIC indemnification asset.

Since the new commercial loan portfolio is not yet seasoned enough to exhibit a loss trend, the ALLL for new commercial loans is based primarily on peer group average annual historical net charge-off rates by loan class and the Company’s internal credit risk rating system. The allowance is comprised of specific reserves for loans that are individually evaluated and determined to be impaired as well as general reserves for individually evaluated loans determined not to be impaired and loans that do not meet our established threshold for individual evaluation. Commercial relationships graded substandard or doubtful and on non-accrual status with committed credit facilities greater than or equal to $750,000 are individually evaluated for impairment. For loans evaluated individually for impairment and determined to be impaired, a specific allowance is established based on the present value of expected cash flows discounted at the loan’s effective interest rate, the estimated fair value of the loan, or for collateral dependent loans, the estimated fair value of collateral less costs to sell. Loans modified in TDRs are also evaluated individually for impairment. We believe that loans rated substandard or doubtful that are not individually evaluated for impairment exhibit characteristics indicative of a heightened level of credit risk. Loss factors for these loans are determined by using default frequency and severity information applied at the loan level. Estimated default frequencies and severities are based on available industry data.

With the exception of the Pinnacle municipal finance portfolio, a four quarter loss emergence period is used in the calculation of general reserves. A twelve quarter loss emergence period is used in the calculation of general reserves for the Pinnacle portfolio. The loss emergence period for the Pinnacle portfolio was extended from four quarters to twelve quarters in 2014, in management's judgment better capturing the expected loss emergence period for municipal defaults.

The peer group used to calculate the average annual historical net charge-off rates that form the basis for our general reserve calculations for new commercial, home equity and consumer loans is a group of 34 banks made up of the banks included in the OCC Midsize Bank Group plus two additional banks in the New York region that management believes to be comparable based on size and nature of lending operations. The OCC Midsize Bank Group primarily includes commercial banks with total assets ranging from $10 - $50 billion. Peer bank data is obtained from the Statistics on Depository Institutions Report published by the FDIC for the most recent quarter available. Prior to 2014, the peer groups used were banks with total assets ranging from $3 - $15 billion. We used a peer group of 23 banks in the U.S. Southeast region for loans originated in our Florida market and by our commercial finance subsidiaries, and a peer group of 16 banks in the New York region for loans originated in our New York market. We believe the change in the peer group is preferable because these banks, as a group, are

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considered by management to be more comparable to BankUnited in size, nature of lending operations and loan portfolio composition. We evaluate the composition of the peer group annually, or more frequently if, in our judgment, a more frequent evaluation is necessary. The general loss factor for municipal finance receivables is based on a cumulative municipal default curve for obligations of credit quality comparable to those in the Company’s portfolio.

Our internal risk rating system comprises 13 credit grades; grades 1 through 8 are “pass” grades. The risk ratings are driven largely by debt service coverage. Peer group historical loss rates are adjusted upward for loans rated special mention or assigned a lower “pass” rating. Prior to 2014, peer group average annual historical loss rates were adjusted downward for loans assigned the highest “pass” grades. As peer group average annual historical loss rates have declined over the last year, the downward adjustment for loans assigned the highest “pass” grades has been eliminated.

Beginning in 2014, we extended the loss experience period used to calculated an average net charge-off rate from eight quarters to twelve quarters. We believe a twelve-quarter look back period is appropriate as it better captures a range of observations reflecting the performance of loans originated in the current economic cycle and includes sufficient history. We believe the twelve-quarter look back period to be consistent with the range of industry practice.

Qualitative adjustments are made to the ALLL when, based on management’s judgment, there are internal or external factors impacting probable incurred losses not taken into account by the quantitative calculations. Potential qualitative adjustments are categorized as follows:


•	Portfolio performance trends, including trends in and the levels of delinquencies, non-performing loans and classified loans;


•	Changes in the nature of the portfolio and terms of the loans, specifically including the volume and nature of policy and procedural exceptions;


•	Portfolio growth trends;


•	Changes in lending policies and procedures, including credit and underwriting guidelines;


•	Economic factors, including unemployment rates and GDP growth rates;


•	Changes in the value of underlying collateral for loans secured by real estate;


•	Quality of risk ratings, as measured by changes in risk rating identified by our independent loan review function;


•	Credit concentrations;


•	Changes in credit administration management and staff; and


•	Other factors identified by management that may impact the level of losses inherent in the portfolio, including but not limited to competition and legal and regulatory requirements.

ACI Loans

For ACI loans, a valuation allowance is established when periodic evaluations of expected cash flows reflect a decrease resulting from credit related factors from the level of cash flows that were estimated to be collected at acquisition plus any additional expected cash flows arising from revisions in those estimates. We perform a quarterly analysis of expected cash flows for ACI loans.

Expected cash flows are estimated on a pool basis for ACI 1-4 single family residential and home equity loans. The analysis of expected pool cash flows incorporates updated pool level expected prepayment rate, default rate, delinquency level and loss severity given default assumptions. Prepayment, delinquency and default curves are derived primarily from roll rates generated from the historical performance of the portfolio over the immediately preceding four quarters. Estimates of default probability and loss severity given default also incorporate updated LTV ratios, at the loan level, based on Case-Shiller Home Price Indices for the relevant MSA. Costs and fees represent an additional component of loss on default and are projected using the “Making Home Affordable” cost factors provided by the Federal government. The ACI home equity roll rates reflect elevated default probabilities as a result of delinquent, related senior liens and loans to borrowers who have not reaffirmed their debt discharged in Chapter 7 bankruptcy.

Based on our projected cash flow analysis, no ALLL related to 1-4 single family residential and home equity ACI pools was recorded at December 31, 2014 or 2013 .

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The primary assumptions underlying estimates of expected cash flows for ACI commercial loans are default probability and severity of loss given default. Following the sale of ACI commercial loans in March 2014, assessments of default probability and severity are based on net realizable value analyses prepared at the individual loan level. Based on our analysis, no ALLL related to ACI commercial loans was recorded at December 31, 2014 . An ALLL of $2.9 million was recorded at December 31, 2013 related to ACI commercial loans.

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The following table provides an analysis of the ALLL, provision for loan losses and net charge-offs for the period from December 31, 2009 through December 31, 2014 (in thousands):



	New Loans		ACI Loans		Non-ACI Loans		Total
Balance at December 31, 2009	1,334		20,021		1,266		22,621
Provision for loan losses:	4,926		33,928		12,553		51,407
Charge-offs:
Home equity loans and lines of credit	—		—		(1,125	)	(1,125	)
Multi-family	—		(1,414	)	(166	)	(1,580	)
Commercial real estate	—		(3,274	)	—		(3,274	)
Construction and land	—		(8,398	)	—		(8,398	)
Commercial loans and leases	(109	)	(938	)	(29	)	(1,076	)
Consumer	—		—		(215	)	(215	)
Total Charge-offs	(109	)	(14,024	)	(1,535	)	(15,668	)
Total Recoveries	—		—		—		—
Net Charge-offs:	(109	)	(14,024	)	(1,535	)	(15,668	)
Balance at December 31, 2010	6,151		39,925		12,284		58,360
Provision for (recovery of) loan losses:	21,520		(11,278	)	3,586		13,828
Charge-offs:
1 - 4 single family residential	—		—		(459	)	(459	)
Home equity loans and lines of credit	—		—		(1,918	)	(1,918	)
Multi-family	—		(461	)	—		(461	)
Commercial real estate	—		(2,845	)	(674	)	(3,519	)
Construction and land	—		(7,348	)	—		(7,348	)
Commercial loans and leases	(3,367	)	(2,873	)	(5,438	)	(11,678	)
Total Charge-offs	(3,367	)	(13,527	)	(8,489	)	(25,383	)
Recoveries:
Home equity loans and lines of credit	—		—		20		20
Multi-family	—		565		27		592
Commercial real estate	—		16		131		147
Construction and land	—		625		—		625
Commercial loans and leases	24		6		183		213
Total Recoveries	24		1,212		361		1,597
Net Charge-offs:	(3,343	)	(12,315	)	(8,128	)	(23,786	)
Balance at December 31, 2011	24,328		16,332		7,742		48,402
Provision for (recovery of) loan losses:	19,399		(4,347	)	3,844		18,896
Charge-offs:
1 - 4 single family residential	—		—		(245	)	(245	)
Home equity loans and lines of credit	—		—		(3,030	)	(3,030	)
Multi-family	(87	)	(563	)	—		(650	)
Commercial real estate	—		(1,482	)	—		(1,482	)
Construction and land	(3	)	(1,183	)	—		(1,186	)
Commercial loans and leases	(2,839	)	(738	)	(316	)	(3,893	)
Total Charge-offs	(2,929	)	(3,966	)	(3,591	)	(10,486	)
Recoveries:
Home equity loans and lines of credit	—		—		29		29
Multi-family	—		—		24		24
Commercial real estate	—		—		347		347
Commercial loans and leases	427		—		1,479		1,906
Consumer	3		—		—		3
Total Recoveries	430		—		1,879		2,309
Net Charge-offs:	(2,499	)	(3,966	)	(1,712	)	(8,177	)
Balance at December 31, 2012	41,228		8,019		9,874		59,121

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(continued)	New Loans			ACI Loans			Non-ACI Loans			Total
Provision for (recovery of) loan losses:	33,702			(2,891		)	1,153			31,964
Charge-offs:
1 - 4 single family residential	(10		)	—			(1,276		)	(1,286		)
Home equity loans and lines of credit	—			—			(2,858		)	(2,858		)
Commercial real estate
Non-owner occupied	—			(1,162		)	—			(1,162		)
Construction and land	—			(77		)	—			(77		)
Commercial and industrial	(17,987		)	(996		)	(171		)	(19,154		)
Consumer	(484		)	—			—			(484		)
Total Charge-offs	(18,481		)	(2,235		)	(4,305		)	(25,021		)
Recoveries:
Home equity loans and lines of credit	—			—			90			90
Multi-family	—			—			15			15
Commercial real estate
Non-owner occupied	—			—			191			191
Commercial and industrial	743			—			2,484			3,227
Commercial finance subsidiaries	15			—			—			15
Consumer	123			—			—			123
Total Recoveries	881			—			2,780			3,661
Net Charge-offs:	(17,600		)	(2,235		)	(1,525		)	(21,360		)
Balance at December 31, 2013	57,330			2,893			9,502			69,725
Provision for (recovery of) loan losses:	41,748			2,311			(2,554		)	41,505
Charge-offs:
1 - 4 single family residential	—			—			(269		)	(269		)
Home equity loans and lines of credit	—			—			(2,737		)	(2,737		)
Multi-family	—			(285		)	—			(285		)
Commercial real estate
Owner occupied	—			(356		)	—			(356		)
Non-owner occupied	(52		)	(3,031		)	—			(3,083		)
Construction and land	—			(635		)	(13		)	(648		)
Commercial and industrial	(6,033		)	(573		)	(477		)	(7,083		)
Commercial finance subsidiaries	(1,586		)	—			—			(1,586		)
Consumer	(1,083		)	(324		)	—			(1,407		)
Total Charge-offs	(8,754		)	(5,204		)	(3,496		)	(17,454		)
Recoveries:
Home equity loans and lines of credit	—			—			19			19
Multi-family	—			—			4			4
Commercial real estate
Non-owner occupied	—			—			3			3
Commercial and industrial	506			—			714			1,220
Commercial finance subsidiaries	22			—			—			22
Consumer	498			—			—			498
Total Recoveries	1,026			—			740			1,766
Net Charge-offs:	(7,728		)	(5,204		)	(2,756		)	(15,688		)
Balance at December 31, 2014	$	91,350		$	—		$	4,192		$	95,542

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The following tables show the distribution of the ALLL, broken out between covered and non-covered loans, as of December 31 of the years indicated (dollars in thousands)



	2014
	New Loans		ACI Loans		Non-ACI Loans		Total		%(1)
Residential:
1 - 4 single family residential	$	7,116	$	—	$	945	$	8,061	27.6	%
Home equity loans and lines of credit	17		—		3,247		3,264		1.0	%
	7,133		—		4,192		11,325		28.6	%
Commercial:
Multi-family	14,970		—		—		14,970		15.8	%
Commercial real estate
Owner occupied	8,273		—		—		8,273		8.4	%
Non-owner occupied	17,615		—		—		17,615		14.4	%
Construction and land	2,725		—		—		2,725		1.4	%
Commercial and industrial	25,867		—		—		25,867		19.4	%
Commercial finance subsidiaries	14,577		—		—		14,577		11.8	%
	84,027		—		—		84,027		71.2	%
Consumer	190		—		—		190		0.2	%
	$	91,350	$	—	$	4,192	$	95,542	100.0	%



	2013
	New Loans		ACI Loans		Non-ACI Loans		Total		%(1)
Residential:
1 - 4 single family residential	$	6,271	$	—	$	827	$	7,098	32.4	%
Home equity loans and lines of credit	12		—		8,243		8,255		1.9	%
	6,283		—		9,070		15,353		34.3	%
Commercial:
Multi-family	3,947		323		—		4,270		12.6	%
Commercial real estate
Owner occupied	6,774		369		6		7,149		8.5	%
Non-owner occupied	4,401		1,444		8		5,853		11.5	%
Construction and land	803		192		6		1,001		1.7	%
Commercial and industrial	24,148		565		412		25,125		18.5	%
Commercial finance subsidiaries	8,787		—		—		8,787		10.5	%
	48,860		2,893		432		52,185		63.3	%
Consumer	2,187		—		—		2,187		2.4	%
	$	57,330	$	2,893	$	9,502	$	69,725	100.0	%

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	2012
	New Loans		ACI Loans		Non-ACI Loans		Total		%(1)
Residential:
1 - 4 single family residential	$	10,074	$	—	$	984	$	11,058	41.5	%
Home equity loans and lines of credit	19		—		8,087		8,106		3.8	%
	10,093		—		9,071		19,164		45.3	%
Commercial:
Multi-family	2,212		504		5		2,721		6.5	%
Commercial real estate	7,790		5,400		31		13,221		17.5	%
Construction and land	672		350		9		1,031		1.6	%
Commercial loans and leases	20,047		1,765		758		22,570		28.5	%
	30,721		8,019		803		39,543		54.1	%
Consumer	414		—		—		414		0.6	%
	$	41,228	$	8,019	$	9,874	$	59,121	100.0	%



	2011
	New Loans		ACI Loans		Non-ACI Loans		Total		%(1)
Residential:
1 - 4 single family residential	$	4,015	$	—	$	593	$	4,608	54.1	%
Home equity loans and lines of credit	18		—		5,549		5,567		6.1	%
	4,033		—		6,142		10,175		60.2	%
Commercial:
Multi-family	929		1,063		5		1,997		4.1	%
Commercial real estate	4,529		10,672		284		15,485		13.6	%
Construction and land	337		2,310		62		2,709		1.7	%
Commercial loans and leases	14,449		2,287		1,249		17,985		20.2	%
	20,244		16,332		1,600		38,176		39.6	%
Consumer	51		—		—		51		0.2	%
	$	24,328	$	16,332	$	7,742	$	48,402	100.0	%

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	2010
	New Loans		ACI Loans		Non-ACI Loans		Total		%(1)
Residential:
1 - 4 single family residential	$	168	$	—	$	761	$	929	67.5	%
Home equity loans and lines of credit	3		18,488		9,229		27,720		7.7	%
	171		18,488		9,990		28,649		75.2	%
Commercial:
Multi-family	772		5,701		633		7,106		2.8	%
Commercial real estate	1,189		5,795		418		7,402		11.4	%
Construction and land	220		4,891		27		5,138		1.7	%
Commercial and industrial	3,744		5,050		1,216		10,010		8.7	%
	5,925		21,437		2,294		29,656		24.6	%
Consumer	55		—		—		55		0.2	%
	$	6,151	$	39,925	$	12,284	$	58,360	100.0	%


(1)	Represents percentage of loans receivable in each category to total loans receivable.

The overall increase in the balance of the ALLL for new loans at December 31, 2014 as compared to December 31, 2013 primarily reflects the growth of the new loan portfolio. The extension of the loss experience period used to calculate an average net charge-off rate and the elimination of favorable adjustments to peer group net charge-off rates for loans assigned the highest pass ratings as discussed above resulted in increases to the ALLL for all of the commercial and commercial real estate loan types. Additional factors influencing significant components of the change in the ALLL at December 31, 2014 compared to December 31, 2013 , as related to specific loan types, include:


•	Increases of $11.0 million for new multi-family loans and $13.2 million for new non-owner occupied commercial real estate loans were impacted by the growth of the corresponding loan portfolios, increases in peer group net charge-off rates and increases in qualitative factors related to portfolio growth trends and concentrations;


•	A $1.5 million increase for new owner occupied commercial real estate loans reflects growth in the corresponding loan portfolio offset by a decrease in peer group net charge-off rates;


•	An increase of $1.9 million for new construction and land loans is primarily attributable to an increase in peer group net charge-off rates;


•	A $1.7 million increase for new commercial and industrial loans reflects growth in the corresponding loan portfolio and an increase in the qualitative factor for portfolio growth trends, substantially offset by a decrease in peer group net charge-off rates and a net decrease of $4.6 million in specific reserves;


•	An increase of $5.8 million for commercial finance subsidiaries was impacted by growth in the corresponding loan portfolio, increases in qualitative factors related to portfolio growth trends and concentrations and specific reserves of $2.3 million, offset in part by a decrease in peer group net charge-off rates;


•	A decrease of $2.0 million for new consumer loans is primarily a result of the sale of substantially all of the indirect auto portfolio;


•	A decrease of $5.0 million for non-ACI home equity loans is attributable primarily to an improvement in roll rates and the runoff of the corresponding loan portfolio; and


•	A decrease of $2.9 million for ACI commercial loans is primarily a result of the sale of impaired loans in the first quarter of 2014.

For additional information about the ALLL, see Note 5 to the consolidated financial statements.

Equipment under Operating Lease

Equipment under operating lease consists of railcar equipment we have purchased and leased to North American commercial end-users, predominantly companies in the petroleum/natural gas extraction and railroad line-haul industries. At

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December 31, 2014 , our operating lease fleet consisted of 3,922 rail cars, including covered hoppers, gondolas, open hoppers, boxcars, auto carriers and tank cars. The largest concentration of 2,233 cars is in covered hopper cars used to ship sand for the energy industry. These equipment leases provide additional diversity in asset classes, geography and financing structures, with the potential for attractive after-tax returns.

The primary risks inherent in the equipment leasing business are asset risk resulting from ownership of the equipment on operating lease and credit risk. Asset risk arises from fluctuations in supply and demand for the underlying leased equipment. Railcars are long-lived equipment with useful lives of approximately 35-50 years. The equipment is leased to commercial end-users with average lease terms of 3-7 years at December 31, 2014 . We are exposed to the risk that, at the end of the initial or a subsequent lease term, the value of the asset will be lower than expected, potentially resulting in reduced future lease income over the remaining life of the asset or a lower sale value.

Asset risk will ultimately impact the financial statements through changes to lease income streams from fluctuations in lease rates and/or utilization. Changes to lease income occur when the existing lease contracts expire, the assets come off lease, and we seek to enter new lease agreements. Asset risk may also lead to changes in depreciation as a result of changes in the residual values of the operating lease assets or through impairment of asset carrying values. Since our operating lease portfolio is relatively new, we do not have historical experience with respect to the expiration of lease terms for our equipment. To date, there have been no impairments of asset carrying values.

Asset risk is evaluated and managed by an internal team of leasing professionals with a broad depth and breadth of experience in the leasing business. Additionally, we have partnered with an industry leading, experienced service provider who provides fleet management and servicing, including lease administration and reporting, Regulation Y full service maintenance program and railcar remarketing. Risk is managed by setting appropriate residual values at inception and systematic reviews of residual values based on independent appraisals, performed at least annually. Additionally, our internal management team and our external service provider closely follow the rail markets, monitoring traffic flows, supply and demand trends and the impact of new technologies and regulatory requirements. Demand for railcars is sensitive to shifts in general and industry specific economic and market trends and shifts in trade flows from specific events such as natural or man-made disasters. We seek to mitigate these risks by leasing to a stable end-user base, by maintaining a relatively young and diversified fleet of assets that are expected to maintain stronger and more stable utilization rates despite impacts from unexpected events or cyclical trends and by staggering lease maturities. We are monitoring the impact of lower oil prices on the petroleum/natural gas extraction industries and on the estimated residual value of rail cars being used in those industries. No indications of impairment or reductions in residuals values were noted through our most recent evaluations.

Credit risk in the leased equipment portfolio results from the potential default of lessees, possibly driven by obligor specific or industry-wide conditions, and is economically less significant than asset risk, because in the operating lease business, there is no extension of credit to the obligor. Instead, the lessor deploys a portion of the useful life of the asset. Credit losses, if any, will manifest through reduced rental income due to missed payments, time off lease, or lower rental payments due either to a restructuring or re-leasing of the asset to another obligor. To date, we have not experienced any credit losses, missed payments, time off lease or restructurings related to our operating lease portfolio. Credit risk in the operating lease portfolio is managed and monitored utilizing credit administration infrastructure, processes and procedures similar to those used to manage and monitor credit risk in the commercial loan portfolio. We also mitigate credit risk in this portfolio by leasing only to high credit quality obligors.

We expect our operating lease portfolio to grow in the future, and may expand into other asset classes.

Other Real Estate Owned

The following table presents the changes in OREO for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014			2013			2012
Balance, beginning of period	$	40,570		$	76,022		$	123,737
Transfers from loan portfolio	26,564			68,084			151,302
Sales	(52,119		)	(101,597		)	(189,091		)
Impairment	(1,235		)	(1,939		)	(9,926		)
Balance, end of period	$	13,780		$	40,570		$	76,022

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At December 31, 2014 and 2013 , OREO consisted of the following types of properties (in thousands):



	2014						2013
	Covered		Non-Covered		Total		Covered		Non-Covered		Total
1 - 4 single family residential	$	12,341	$	—	$	12,341	$	28,310	$	83	$	28,393
Condominium	1,304		—		1,304		4,732		—		4,732
Multi-family	—		—		—		135		—		135
Commercial real estate	—		—		—		5,708		500		6,208
Land	—		135		135		787		315		1,102
	$	13,645	$	135	$	13,780	$	39,672	$	898	$	40,570

The decrease in OREO reflects the sale of covered commercial OREO properties during the first quarter of 2014 in conjunction with the covered commercial loan sale discussed above as well as continued efforts to resolve non-performing covered residential assets and a decline in the volume of residential foreclosures. Residential OREO inventory declined to 63 units at December 31, 2014 from 157 units at December 31, 2013 .

Full appraisals, prepared in accordance with prevailing industry standards, are ordered for all OREO properties at the time of transfer to OREO and upon obtaining physical possession. Full appraisals are generally considered stale after 180 days. Broker Price Opinions, used for foreclosure bids, short sales, and modifications, are considered stale after 90 days from the effective date of the report.

Goodwill and Other Intangible Assets

Goodwill consists of $59 million recorded in conjunction with the FSB Acquisition and an additional $8 million recorded in conjunction with the acquisition of two commercial finance subsidiaries in 2010. Other intangible assets consist of core deposit intangible assets and customer relationship intangible assets.

The Company has a single reporting unit. We perform goodwill impairment testing in the third quarter of each fiscal year. As of the 2014 impairment testing date, the estimated fair value of the reporting unit substantially exceeded its carrying amount; therefore, no impairment was indicated.

Deposits

The following table presents information about our deposits for the years ended December 31, 2014 , 2013 and 2012 (dollars in thousands):



	2014				2013				2012
	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid
Demand deposits:
Non-interest bearing	$	2,366,621	—	%	$	1,586,007	—	%	$	1,099,448	—	%
Interest bearing	773,655		0.42	%	582,623		0.46	%	504,614		0.63	%
Money market	4,444,753		0.54	%	3,403,276		0.51	%	2,838,735		0.63	%
Savings	647,691		0.30	%	877,255		0.37	%	1,073,709		0.58	%
Time	3,716,611		1.18	%	2,844,377		1.31	%	2,632,451		1.48	%
	$	11,949,331	0.61	%	$	9,293,538	0.65	%	$	8,148,957	0.81	%

Total deposits at December 31, 2014 and 2013 included $1.6 billion and $0.8 billion, respectively, of deposits in New York. Average deposits in New York totaled $1.4 billion for the year ended December 31, 2014 .

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The following table shows scheduled maturities of certificates of deposit with denominations greater than or equal to $100,000 as of December 31, 2014 (in thousands):



Three months or less	$	426,194
Over three through six months	583,674
Over six through twelve months	1,285,808
Over twelve months	584,258
	$	2,879,934

Federal Home Loan Bank Advances and Other Borrowings

At December 31, 2014 and 2013 outstanding FHLB advances and other borrowings consisted of the following (dollars in thousands):



	2014		2013
FHLB advances	$	3,307,932	$	2,412,050
Securities sold under agreements to repurchase	—		346
Capital lease obligations	10,627		1,917
	$	3,318,559	$	2,414,313

In addition to deposits, we also utilize FHLB advances to finance our operations; the advances provide us with additional flexibility in managing both term and cost of funding. FHLB advances are secured by FHLB stock, qualifying first mortgage, commercial real estate, and home equity loans, and mortgage-backed securities. The contractual balance of FHLB advances outstanding at December 31, 2014 is scheduled to mature as follows (in thousands):



Maturing in:
2015—31 days or less	$	525,000
2015—Over 31 days	2,080,350
2016	450,000
2017	255,000
Total contractual balance outstanding	3,310,350
Unamortized modification costs	(2,418		)
Carrying value	$	3,307,932

The increase in outstanding FHLB advances during the year ended December 31, 2014 corresponds to asset growth.

Capital Resources

Since inception, stockholders' equity has been impacted primarily by the retention of earnings, and to a lesser extent, proceeds from the issuance of common shares and changes in unrealized gains and losses, net of taxes, on investment securities available for sale and cash flow hedges. Stockholders' equity increased $124 million , or 6.4% , from $1.9 billion at December 31, 2013 to $2.1 billion at December 31, 2014 .

Pursuant to the FDIA, the federal banking agencies have adopted regulations setting forth a five-tier system for measuring the capital adequacy of the financial institutions they supervise. At December 31, 2014 and 2013 , BankUnited and the Company had capital levels that exceeded both the regulatory well-capitalized guidelines and all internal capital ratio targets. See Note 16 to the consolidated financial statements for more information about BankUnited and the Company's regulatory capital ratios and requirements.

dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold this capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. As of December 31, 2014 , the adoption of the rule would not have impacted our capital categories.

Liquidity

Liquidity involves our ability to generate adequate funds to support planned asset growth, particularly growth of the new loan portfolio, meet deposit withdrawal requests and other contractual obligations, maintain reserve requirements, conduct routine operations and pay dividends.

Our consolidated statements of cash flows have historically reflected net cash outflows from operating activities. For the years ended December 31, 2014 , 2013 and 2012 , net cash used in operating activities was $49.7 million , $67.1 million and $351.6 million , respectively. The primary driver of cash outflows from operations reflected in the consolidated statements of cash flows is accretion on ACI loans, which is reflected as a non-cash reduction in net income to arrive at operating cash flows. Accretion on ACI loans totaled $338.9 million , $410.4 million and $444.5 million for the years ended December 31, 2014 , 2013 and 2012 , respectively. Accretable yield on ACI loans represents the excess of expected future cash flows over the carrying amount of the loans, and is recognized as interest income over the expected lives of the loans. Amounts recorded as accretion are realized in cash as individual loans are paid down or otherwise resolved; however, the timing of cash realization may differ from the timing of income recognition. These cash flows from the repayment or resolution of loans acquired in the FSB Acquisition, inclusive of amounts that have been accreted through earnings over time, are recognized as cash flows from investing activities in the consolidated statements of cash flows upon receipt. Cash payments from the FDIC in the form of reimbursements of losses related to the covered loans under the Loss Sharing Agreements are also characterized as investing cash flows. These reimbursements from the FDIC totaled $114.9 million , $164.9 million and $600.9 million for the years ended December 31, 2014 , 2013 and 2012 , respectively; exceeding net operating cash outflows for all periods. Both cash generated by the repayment and resolution of loans acquired in the FSB Acquisition and cash payments received from the FDIC have been and are expected to continue to be consistent and relatively predictable sources of liquidity available to fund operating needs, dividends to BankUnited, Inc. and new loan growth. Cash generated by the repayment and resolution of loans acquired in the FSB Acquisition totaled $776.8 million, $841.3 million and $1.0 billion for the years ended December 31, 2014 , 2013 and 2012 , respectively.

While we anticipate that the level of accretion on ACI loans will continue to result in reporting cash outflows from operating activities in the near term, the percentage of assets comprised of ACI loans and percentage of interest income comprised of ACI accretion is continuing to decrease. Cash flows from resolution of the loans acquired in the FSB Acquisition will ultimately be replaced by operating cash flows from new assets originated with those proceeds. In addition to cash provided by the repayment and resolution of covered loans and payments under the Single Family Shared-Loss Agreement from the FDIC, BankUnited’s liquidity needs, particularly liquidity to fund growth of the new loan portfolio, have been and continue to be met by deposit growth, its amortizing investment portfolio and, to a lesser extent, FHLB advances.

BankUnited has access to additional liquidity through FHLB advances, other collateralized borrowings, wholesale deposits or the sale of available for sale securities. At December 31, 2014 , unencumbered investment securities available for sale totaled $3.3 billion. At December 31, 2014 , BankUnited had available borrowing capacity at the FHLB of $1.5 billion, unused borrowing capacity at the Federal Reserve Bank of $88 million and unused Federal funds and repurchase agreement lines of credit totaling $175 million. Management also has the ability to exert substantial control over the rate and timing of growth of the new loan portfolio, and resultant requirements for liquidity to fund new loans.

Continued runoff of the covered loan portfolio and FDIC indemnification asset and growth of the new loan portfolio are the most significant trends expected to impact the Bank’s liquidity in the near term.

The ALCO policy has established several measures of liquidity which are monitored monthly by ALCO and quarterly by the Board of Directors. One measure of liquidity monitored by management is liquid assets (defined as cash and cash equivalents and pledgeable securities) to total assets. BankUnited’s liquidity is considered acceptable if liquid assets divided by total assets exceeds 2.5%. At December 31, 2014 , BankUnited’s liquid assets divided by total assets was 5.8%. Management monitors a one year liquidity ratio, defined as cash and cash equivalents, pledgeable securities, unused borrowing capacity at the FHLB, and loans and non-agency securities maturing within one year divided by deposits and borrowings maturing within one year. The maturity of deposits, excluding certificate of deposits, is based on retention rates derived from the most recent external core deposit analysis obtained by the Company. This ratio allows management to monitor liquidity over a longer time horizon. The acceptable threshold established by ALCO for this liquidity measure is 100%. At December 31, 2014 , BankUnited’s one year liquidity ratio was 107%. Additional measures of liquidity regularly monitored by ALCO include the ratio of FHLB advances to tier 1 capital plus the ALLL, the ratio of FHLB advances to total assets and a measure of available liquidity to volatile liabilities. At December 31, 2014 , BankUnited was within acceptable limits established by ALCO for each of these measures.

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As a holding company, BankUnited, Inc. is a corporation separate and apart from its banking subsidiary, and therefore, provides for its own liquidity. BankUnited, Inc.’s main sources of funds include management fees and dividends from the Bank, access to public debt and capital markets and, to a lesser extent, its own available for sale securities portfolio which consists primarily of U. S. government agency floating rate mortgage-backed securities and financial institution preferred stocks. There are regulatory limitations that affect the ability of the Bank to pay dividends to BankUnited, Inc. Management believes that such limitations will not impact our ability to meet our ongoing near-term cash obligations.

We expect that our liquidity requirements will continue to be satisfied over the next 12 months through these sources of funds.

Interest Rate Risk

The principal component of the Company’s risk of loss arising from adverse changes in the fair value of financial instruments, or market risk, is interest rate risk, including the risk that assets and liabilities with similar re-pricing characteristics may not reprice at the same time or to the same degree. The primary objective of the Company’s asset/liability management activities is to maximize net interest income, while maintaining acceptable levels of interest rate risk. The ALCO is responsible for establishing policies to limit exposure to interest rate risk, and to ensure procedures are established to monitor compliance with these policies. The guidelines established by ALCO are approved at least annually by the Board of Directors.

Management believes that the simulation of net interest income in different interest rate environments provides the most meaningful measure of interest rate risk. Income simulation analysis is designed to capture not only the potential of all assets and liabilities to mature or reprice, but also the probability that they will do so. Income simulation also attends to the relative interest rate sensitivities of these items, and projects their behavior over an extended period of time. Finally, income simulation permits management to assess the probable effects on the balance sheet not only of changes in interest rates, but also of proposed strategies for responding to them.

The income simulation model analyzes interest rate sensitivity by projecting net interest income over the next twenty-four months in a most likely rate scenario based on forward interest rate curves versus net interest income in alternative rate scenarios. Management continually reviews and refines its interest rate risk management process in response to the changing economic climate. Currently, our model projects a plus 100, plus 200, plus 300, plus 400 and plus 500 basis point change with rates increasing by the magnitude of the rate ramp evenly over the next 12 months as well as scenarios resulting in a more flattened yield curve with interest rate decreases up to 100 and 200 basis points at the long end of the curve and instantaneous rate shocks of plus 100, 200, 300, 400 and 500 basis points. We continually evaluate the scenarios being modeled with a view toward adapting them to changing economic conditions, expectations and trends.

The Company’s ALCO policy has established that interest income sensitivity will be considered acceptable if forecast net interest income in the plus 200 basis point scenario is within 5% of forecast net interest income in the most likely rate scenario over the next twelve months and within 10% in the second year. The following table illustrates the impact on forecasted net interest income of plus 100, plus 200 and plus 300 basis point scenarios at December 31, 2014 and 2013 :



	Plus 100		Plus 200		Plus 300
December 31, 2014:
Twelve Months	0.7	%	1.5	%	2.2	%
Twenty Four Months	2.2	%	4.3	%	6.3	%
December 31, 2013:
Twelve Months	1.1	%	1.2	%	1.2	%
Twenty Four Months	4.1	%	7.2	%	9.4	%

Management also simulates changes in the economic value of equity (“EVE”) in various interest rate environments. The ALCO policy has established parameters of acceptable risk that are defined in terms of the percentage change in EVE from a base scenario under six rate scenarios, derived by implementing immediate parallel movements of plus and minus 100, 200 and 300 basis points from current rates. We did not simulate decreases in interest rates at December 31, 2014 due to the current low rate environment. The parameters established by ALCO stipulate that the change in EVE is considered acceptable if the change is less than 8%, 13% and 18% in plus 100, 200 and 300 basis point scenarios, respectively. As of December 31, 2014 , our simulation for BankUnited indicated percentage changes from base EVE of (3.6)%, (8.0)% and (13.6)% in plus 100, 200, and 300 basis point scenarios, respectively.

These measures fall within an acceptable level of interest rate risk per the policies established by ALCO. In the event the models indicate an unacceptable level of risk, the Company could undertake a number of actions that would reduce this risk,

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including the sale or re-positioning of a portion of its available for sale investment portfolio, restructuring of borrowings, or the use of derivatives such as interest rate swaps and caps.

Many assumptions were used by the Company to calculate the impact of changes in interest rates, including the change in rates. Actual results may not be similar to the Company’s projections due to several factors including the timing and frequency of rate changes, market conditions, changes in depositor behavior and the shape of the yield curve. Actual results may also differ due to the Company’s actions, if any, in response to changing rates and conditions.

Derivative Financial Instruments

Interest rate swaps are one of the tools we use to manage interest rate risk. These derivative instruments are used to mitigate exposure to changes in interest rates on FHLB advances and time deposits and to manage duration of liabilities. These interest rate swaps are designated as cash flow hedging instruments. The fair value of these instruments is included in other assets and other liabilities in our consolidated balance sheets and changes in fair value are reported in accumulated other comprehensive income. At December 31, 2014 , outstanding interest rate swaps designated as cash flow hedges had an aggregate notional amount of $2.0 billion . The aggregate fair value of interest rate swaps designated as cash flow hedges included in other assets was $4 million and the aggregate fair value included in other liabilities was $43 million .

Interest rate swaps not designated as cash flow hedges had an aggregate notional amount of $1.1 billion at December 31, 2014 . The aggregate fair value of these interest rate swaps included in other assets was $26 million and the aggregate fair value included in other liabilities was $26 million . These interest rate swaps were entered into as accommodations to certain of our commercial borrowers.

See Note 13 to the consolidated financial statements for more information about our derivative positions.

Off-Balance Sheet Arrangements

Commitments

We routinely enter into commitments to extend credit to our customers, including commitments to fund loans or lines of credit and commercial and standby letters of credit. The credit risk associated with these commitments is essentially the same as that involved in extending loans to customers and they are subject to our normal credit policies and approval processes. While these commitments represent contractual cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. The following table details our outstanding commitments to extend credit as of December 31, 2014 (in thousands):



	Covered		Non-Covered		Total
Commitments to fund loans	$	—	$	493,222	$	493,222
Commitments to purchase loans	—		117,193		117,193
Unfunded commitments under lines of credit	25,765		1,252,863		1,278,628
Commercial and standby letters of credit	—		57,670		57,670
	$	25,765	$	1,920,948	$	1,946,713

Contractual Obligations

The following table contains supplemental information regarding our outstanding contractual obligations, including interest to be paid on long-term debt obligations and certificates of deposit, as of December 31, 2014 (in thousands):



	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Long-term debt obligations	$	3,330,253	$	2,621,368	$	708,885	$	—	$	—
Operating lease obligations	179,500		20,834		40,538		36,372		81,756
Premises and equipment obligations	2,431		2,431		—		—		—
Certificates of deposits	4,033,979		3,229,045		775,500		29,293		141
Capital lease obligations	19,666		1,636		3,424		3,677		10,929
	$	7,565,829	$	5,875,314	$	1,528,347	$	69,342	$	92,826

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

See the section entitled "Interest Rate Risk" included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Item 8.	Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



	Page
Management's Report on Internal Control Over Financial Reporting	F-2
BankUnited, Inc. Consolidated Financial Statements for the Years ended December 31, 2014, 2013 and 2012
Reports of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets as of December 31, 2014 and December 31, 2013	F-5
Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012	F-6
Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012	F-8
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2014, 2013 and 2012	F-10
Notes to Consolidated Financial Statements	F-11

F-1

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) 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 the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including the Company's principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company's evaluation under the framework in Internal Control—Integrated Framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2014 .

The effectiveness of the Company's internal control over financial reporting as of December 31, 2014 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

BankUnited, Inc.:

We have audited the accompanying consolidated balance sheets of BankUnited, Inc. and subsidiaries (the Company) as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three‑year period ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BankUnited, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/KPMG LLP

February 26, 2015

Miami, Florida

Certified Public Accountants

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

BankUnited, Inc.:

We have audited BankUnited, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, BankUnited, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three‑year period ended December 31, 2014, and our report dated February 26, 2015 expressed an unqualified opinion on those consolidated financial statements.

/s/KPMG LLP

February 26, 2015

Miami, Florida

Certified Public Accountants

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BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)



	December 31, 2014			December 31, 2013
ASSETS
Cash and due from banks:
Non-interest bearing	$	46,268		$	45,976
Interest bearing	33,979			14,590
Interest bearing deposits at Federal Reserve Bank	100,596			190,075
Federal funds sold	6,674			2,108
Cash and cash equivalents	187,517			252,749
Investment securities available for sale, at fair value (including covered securities of $205,769 at December 31, 2013)	4,585,694			3,637,124
Investment securities held to maturity	10,000			—
Non-marketable equity securities	191,674			152,066
Loans held for sale	1,399			194
Loans (including covered loans of $1,043,864 and $1,483,888)	12,414,769			9,053,609
Allowance for loan and lease losses	(95,542		)	(69,725		)
Loans, net	12,319,227			8,983,884
FDIC indemnification asset	974,704			1,205,117
Bank owned life insurance	215,065			206,759
Equipment under operating lease, net	314,558			196,483
Other real estate owned (including covered OREO of $13,645 and $39,672)	13,780			40,570
Deferred tax asset, net	117,215			70,626
Goodwill and other intangible assets	68,414			69,067
Other assets	211,282			232,010
Total assets	$	19,210,529		$	15,046,649

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Demand deposits:
Non-interest bearing	$	2,714,127		$	2,171,335
Interest bearing	899,696			676,079
Savings and money market	5,896,007			4,402,987
Time	4,001,925			3,282,027
Total deposits	13,511,755			10,532,428
Federal Home Loan Bank advances and other borrowings	3,318,559			2,414,313
Other liabilities	327,681			171,210
Total liabilities	17,157,995			13,117,951

Commitments and contingencies

Stockholders' equity:
Common stock, par value $0.01 per share, 400,000,000 shares authorized; 101,656,702 and 101,013,014 shares issued and outstanding	1,017			1,010
Paid-in capital	1,353,538			1,334,945
Retained earnings	651,627			535,263
Accumulated other comprehensive income	46,352			57,480
Total stockholders' equity	2,052,534			1,928,698
Total liabilities and stockholders' equity	$	19,210,529		$	15,046,649

The accompanying notes are an integral part of these consolidated financial statements.

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BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)



	Years Ended December 31,
	2014			2013			2012
Interest income:
Loans	$	667,237		$	618,944		$	584,727
Investment securities	108,662			114,535			131,198
Other	7,845			5,342			4,931
Total interest income	783,744			738,821			720,856
Interest expense:
Deposits	72,961			60,566			66,178
Borrowings	33,690			32,045			57,091
Total interest expense	106,651			92,611			123,269
Net interest income before provision for loan losses	677,093			646,210			597,587
Provision for (recovery of) loan losses (including $(243), $(1,738) and $(503) for covered loans)	41,505			31,964			18,896
Net interest income after provision for loan losses	635,588			614,246			578,691
Non-interest income:
Income from resolution of covered assets, net	49,082			78,862			51,016
Net loss on FDIC indemnification	(46,396		)	(50,638		)	(6,030		)
FDIC reimbursement of costs of resolution of covered assets	4,440			9,397			19,569
Service charges and fees	16,612			14,255			12,716
Gain (loss) on sale of loans, net (including gain (loss) related to covered loans of $20,369, $(16,195), and $(29,270))	21,047			(15,469		)	(28,657		)
Gain on investment securities available for sale, net (including loss related to covered securities of $(963) for the year ended December 31, 2013)	3,859			8,629			17,039
Loss on extinguishment of debt	—			—			(14,175		)
Loss on termination of interest rate swap	—			—			(8,701		)
Lease financing	21,601			8,214			791
Other non-interest income	13,920			14,799			30,373
Total non-interest income	84,165			68,049			73,941
Non-interest expense:
Employee compensation and benefits	195,218			173,763			173,261
Occupancy and equipment	70,520			63,766			54,465
Amortization (accretion) of FDIC indemnification asset	69,470			36,943			(15,306		)
(Gain) loss on other real estate owned, net (including (gain) loss related to covered OREO of $(2,744), $(7,629), and $5,762)	(2,617		)	(7,629		)	5,762
Foreclosure and other real estate owned expense	4,976			10,442			20,268
Deposit insurance expense	9,348			7,648			7,248
Professional fees	13,178			21,934			15,468
Telecommunications and data processing	13,381			13,034			12,462
Other non-interest expense	53,029			44,392			34,139
Total non-interest expense	426,503			364,293			307,767
Income before income taxes	293,250			318,002			344,865
Provision for income taxes	89,035			109,066			133,605
Net income	204,215			208,936			211,260
Preferred stock dividends	—			—			3,899
Net income available to common stockholders	$	204,215		$	208,936		$	207,361
Earnings per common share, basic (see Note 2)	$	1.95		$	2.03		$	2.05
Earnings per common share, diluted (see Note 2)	$	1.95		$	2.01		$	2.05
Cash dividends declared per common share	$	0.84		$	0.84		$	0.72

The accompanying notes are an integral part of these consolidated financial statements.

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BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)



	Years Ended December 31,
	2014			2013			2012

Net income	$	204,215		$	208,936		$	211,260
Other comprehensive income (loss), net of tax:
Unrealized gains on investment securities available for sale:
Net unrealized holding gain (loss) arising during the period	1,939			(39,546		)	68,893
Reclassification adjustment for net securities gains realized in income	(2,370		)	(5,300		)	(10,466		)
Net change in unrealized gains on securities available for sale	(431		)	(44,846		)	58,427
Unrealized losses on derivative instruments:
Net unrealized holding gain (loss) arising during the period	(27,080		)	4,942			(8,848		)
Reclassification adjustment for net losses realized in income	16,383			13,408			16,378
Net change in unrealized losses on derivative instruments	(10,697		)	18,350			7,530
Other comprehensive income (loss)	(11,128		)	(26,496		)	65,957
Comprehensive income	$	193,087		$	182,440		$	277,217

The accompanying notes are an integral part of these consolidated financial statements.

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BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Years Ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net income	$	204,215		$	208,936		$	211,260
Adjustments to reconcile net income to net cash used in operating activities:
Amortization and accretion, net	(258,433		)	(373,988		)	(476,185		)
Provision for loan losses	41,505			31,964			18,896
Income from resolution of covered assets, net	(49,082		)	(78,862		)	(51,016		)
Net loss on FDIC indemnification	46,396			50,638			6,030
(Gain) loss on sale of loans, net	(21,047		)	15,469			28,657
Increase in cash surrender value of bank owned life insurance	(3,009		)	(2,472		)	(3,532		)
Gain on investment securities available for sale, net	(3,859		)	(8,629		)	(17,039		)
Loss on extinguishment of debt	—			—			14,175
(Gain) loss on other real estate owned	(2,617		)	(7,629		)	5,762
Equity based compensation	15,551			13,936			23,204
Depreciation and amortization	31,552			23,184			15,056
Deferred income taxes	(39,577		)	8,237			(72,228		)
Proceeds from sale of loans held for sale	22,387			36,752			42,920
Loans originated for sale, net of repayments	(23,088		)	(34,091		)	(39,735		)
Realized tax benefits from dividend equivalents and equity based compensation	(2,123		)	(2,795		)	(1,612		)
Gain on acquisition	—			—			(5,288		)
Other:
(Increase) decrease in other assets	(32,709		)	(4,324		)	3,100
Increase (decrease) in other liabilities	24,192			56,567			(54,031		)
Net cash used in operating activities	(49,746		)	(67,107		)	(351,606		)

Cash flows from investing activities:
Purchase of investment securities	(1,549,649		)	(1,095,477		)	(1,300,485		)
Proceeds from repayments of investment securities available for sale	362,552			680,780			659,044
Proceeds from sale of investment securities available for sale	355,798			874,876			835,745
Maturities and calls of investment securities available for sale	—			5,751			78,623
Purchase of non-marketable equity securities	(82,800		)	(40,137		)	(45,389		)
Proceeds from redemption of non-marketable equity securities	43,192			21,131			61,670
Purchases of loans	(955,995		)	(1,141,808		)	(709,388		)
Loan originations, repayments and resolutions, net	(2,617,273		)	(2,067,791		)	(204,530		)
Proceeds from sale of loans, net	624,362			116,611			103,796
Decrease in FDIC indemnification asset for claims filed	114,916			164,872			600,857
Purchase of premises and equipment, net	(24,012		)	(22,079		)	(31,958		)
Acquisition of equipment under operating lease	(126,834		)	(162,009		)	(39,154		)
Proceeds from sale of other real estate owned	55,971			111,165			193,255
Other investing activities	(8,035		)	(52,869		)	(1,086		)
Net cash provided by (used in) investing activities	(3,807,807		)	(2,606,984		)	201,000
							(Continued)

The accompanying notes are an integral part of these consolidated financial statements.

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BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)



	Years Ended December 31,
	2014			2013			2012
Cash flows from financing activities:
Net increase in deposits	2,979,340			1,994,404			738,332
Additions to Federal Home Loan Bank advances and other borrowings	4,100,000			2,625,000			2,612,969
Repayments of Federal Home Loan Bank advances and other borrowings	(3,206,933		)	(2,137,882		)	(2,923,607		)
Dividends paid	(87,716		)	(65,225		)	(89,021		)
Realized tax benefits from dividend equivalents and equity based compensation	2,123			2,795			1,612
Exercise of stock options	926			9,905			3,597
Other financing activities	4,581			2,490			(1,665		)
Net cash provided by financing activities	3,792,321			2,431,487			342,217
Net increase (decrease) in cash and cash equivalents	(65,232		)	(242,604		)	191,611
Cash and cash equivalents, beginning of period	252,749			495,353			303,742
Cash and cash equivalents, end of period	$	187,517		$	252,749		$	495,353
Supplemental disclosure of cash flow information:
Interest paid	$	105,386		$	93,735		$	143,161
Income taxes paid	$	129,987		$	97,631		$	257,960
Supplemental schedule of non-cash investing and financing activities:
Transfers from loans to other real estate owned	$	26,564		$	68,084		$	151,302
Transfers from loans held for sale to portfolio	$	—					$	4,023
Assets received in satisfaction of loans	$	—		$	—		$	4,772
Disbursement of loan proceeds from escrow	$	52,500		$	—		$	—
Dividends declared, not paid	$	21,968		$	21,833		$	—
Equity consideration issued in business combination	$	—		$	—		$	39,861
Unsettled securities trades	$	124,767		$	—		$	—
Acquisition of assets under capital lease	$	9,035		$	1,820		$	—

The accompanying notes are an integral part of these consolidated financial statements.

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BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)



	Common Shares Outstanding		Common Stock			Preferred Shares Outstanding		Preferred Stock			Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income			Total Stockholders’ Equity
Balance at December 31, 2011	97,700,829		$	977		—		$	—		$	1,240,068	$	276,216		$	18,019		$	1,535,280
Comprehensive income	—		—			—		—			—		211,260			65,957			277,217
Exchange of common shares for preferred shares	(5,415,794	)	(54		)	5,415,794		54			—		—			—			—
Equity consideration issued in business combination	1,676,060		17			—		—			39,844		—			—			39,861
Dividends	—		—			—		—			—		(74,091		)	—			(74,091		)
Equity based compensation	885,143		8			—		—			23,196		—			—			23,204
Forfeiture of unvested shares	(90,629	)	(1		)	—		—			1		—			—			—
Exercise of stock options	251,120		3			—		—			3,594		—			—			3,597
Tax benefits from dividend equivalents and equity based compensation	—		—			—		—			1,612		—			—			1,612
Balance at December 31, 2012	95,006,729		950			5,415,794		54			1,308,315		413,385			83,976			1,806,680
Comprehensive income	—		—			—		—			—		208,936			(26,496		)	182,440
Conversion of preferred shares to common shares	5,415,794		54			(5,415,794	)	(54		)	—		—						—
Dividends	—		—			—		—			—		(87,058		)	—			(87,058		)
Equity based compensation	109,585		1			—		—			13,935		—			—			13,936
Forfeiture of unvested shares	(58,682	)	—			—		—			—		—			—			—
Exercise of stock options	539,588		5			—		—			9,900		—			—			9,905
Tax benefits from dividend equivalents and equity based compensation	—		—			—		—			2,795		—			—			2,795
Balance at December 31, 2013	101,013,014		1,010			—		—			1,334,945		535,263			57,480			1,928,698
Comprehensive income	—		—			—		—			—		204,215			(11,128		)	193,087
Dividends	—		—			—		—			—		(87,851		)	—			(87,851		)
Equity based compensation	699,529		7			—		—			15,544		—			—			15,551
Forfeiture of unvested shares	(111,264	)	(1		)	—		—			1		—			—			—
Exercise of stock options	55,423		1			—		—			925		—			—			926
Tax benefits from dividend equivalents and equity based compensation	—		—			—		—			2,123		—			—			2,123
Balance at December 31, 2014	101,656,702		$	1,017		—		$	—		$	1,353,538	$	651,627		$	46,352		$	2,052,534

The accompanying notes are an integral part of these consolidated financial statements.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 1 Basis of Presentation and Summary of Significant Accounting Policies

BankUnited, Inc. ("BankUnited, Inc." or "BKU"), is a national bank holding company with one wholly-owned subsidiary, BankUnited, National Association ("BankUnited" or the "Bank"), collectively, the Company. BankUnited, a national banking association headquartered in Miami Lakes, Florida, provides a full range of banking and related services to individual and corporate customers through 100 branches located in 15 Florida counties and 6 banking centers located in the New York metropolitan area at December 31, 2014 .

On May 21, 2009, BankUnited acquired substantially all of the assets and assumed all of the non-brokered deposits and substantially all of the other liabilities of BankUnited, FSB from the Federal Deposit Insurance Corporation ("FDIC") in a transaction referred to as the "FSB Acquisition." Neither the Company nor the Bank had any substantive operations prior to May 21, 2009. In connection with the FSB Acquisition, BankUnited entered into two loss sharing agreements with the FDIC (the "Loss Sharing Agreements"). The Loss Sharing Agreements consist of a single family shared-loss agreement (the "Single Family Shared-Loss Agreement"), and a commercial and other loans shared-loss agreement, (the "Commercial Shared-Loss Agreement"). The Single Family Shared-Loss Agreement provides for FDIC loss sharing and the Bank’s reimbursement for recoveries to the FDIC through May 21, 2019 for single family residential loans and other real estate owned ("OREO"). Loss sharing under the Commercial Shared-Loss Agreement terminated on May 21, 2014. The Commercial Shared-Loss Agreement continues to provide for the Bank’s reimbursement of recoveries to the FDIC through May 21, 2017 for all other covered assets, including commercial real estate, commercial and industrial and consumer loans, certain investment securities and commercial OREO. Gains realized on the sale of formerly covered investment securities are included in recoveries subject to reimbursement. The assets covered under the Loss Sharing Agreements are collectively referred to as the “covered assets.” Pursuant to the terms of the Loss Sharing Agreements, the covered assets are subject to a stated loss threshold whereby the FDIC will reimburse BankUnited for 80% of losses related to the covered assets up to $4.0 billion and 95% of losses in excess of this amount, beginning with the first dollar of loss incurred.

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and prevailing practices in the banking industry.

The Company has a single reportable segment.

Accounting Estimates

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and disclosures of contingent assets and liabilities. Actual results could differ significantly from these estimates.

Significant estimates include the allowance for loan and lease losses ("ALLL"), the amount and timing of expected cash flows from covered assets and the FDIC indemnification asset, and the fair values of investment securities and other financial instruments. Management has used information provided by third party valuation specialists to assist in the determination of the fair values of investment securities.

Significant estimates were also made in the determination of the fair values of assets acquired and liabilities assumed in the FSB Acquisition, the most significant of which related to loans acquired with evidence of deterioration in credit quality since origination, the FDIC indemnification asset and certain investment securities.

Principles of Consolidation

The consolidated financial statements include the accounts of BankUnited, Inc., its wholly-owned subsidiary and BankUnited Investment Services, Inc. ("BUIS"). BUIS was a Florida insurance agency providing wealth management and financial planning services. The operations of BUIS were discontinued in May 2013 and were not significant to the consolidated results of operations or financial position of the Company for any period presented. All significant intercompany balances and transactions have been eliminated in consolidation.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Fair Value Measurements

Certain of the Company's assets and liabilities are reflected in the financial statements at fair value on either a recurring or non-recurring basis. Investment securities available for sale and derivative instruments are measured at fair value on a recurring basis. Assets measured at fair value or fair value less cost to sell on a non-recurring basis may include collateral dependent impaired loans, OREO, loans held for sale, goodwill, mortgage servicing rights ("MSRs") and assets acquired and liabilities assumed in business combinations. These non-recurring fair value measurements typically involve the application of acquisition accounting, lower-of-cost-or-market accounting or the measurement of impairment of certain assets.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. GAAP establishes a hierarchy that prioritizes inputs used to determine fair value measurements into three levels based on the observability and transparency of the inputs:

Level 1 inputs are unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2 inputs are observable inputs other than level 1 inputs, including quoted prices for similar assets and liabilities, quoted prices for identical assets and liabilities in less active markets and other inputs that can be corroborated by observable market data.

Level 3 inputs are unobservable inputs supported by limited or no market activity or data and inputs requiring significant management judgment or estimation.

The fair value hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs in estimating fair value. Unobservable inputs are utilized in determining fair value measurements only to the extent that observable inputs are unavailable. The need to use unobservable inputs generally results from a lack of market liquidity and diminished observability of actual trades or assumptions that would otherwise be available to value a particular asset or liability.

Transfers between levels of the fair value hierarchy are recorded as of the end of the reporting period.

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks, both interest bearing and non-interest bearing, amounts on deposit at the Federal Reserve Bank and federal funds sold. Cash equivalents have original maturities of three months or less.

Investment Securities

Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and reported at amortized cost. Debt securities that the Company may not have the intent to hold to maturity and marketable equity securities are classified as available for sale at the time of acquisition and carried at fair value with unrealized gains and losses, net of tax, excluded from earnings and reported in accumulated other comprehensive income ("AOCI"), a separate component of stockholders' equity. Securities classified as available for sale may be used as part of the Company's asset/liability management strategy and may be sold in response to liquidity needs, regulatory changes or changes in interest rates, prepayment risk or other market factors. The Company does not maintain a trading portfolio. Purchase premiums and discounts on debt securities are amortized as adjustments to yield over the expected lives of the securities using the level yield method. Realized gains and losses from sales of securities are recorded on the trade date and are determined using the specific identification method.

The Company reviews investment securities for other-than-temporary impairment ("OTTI") on a quarterly basis or more frequently if events and circumstances indicate that a potential impairment may have occurred. An investment security is impaired if its fair value is lower than its amortized cost basis. The Company considers many factors in determining whether a decline in fair value below amortized cost represents OTTI, including, but not limited to:


•	the Company's intent to hold the security until maturity or for a period of time sufficient for a recovery in value;


•	whether it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis;

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014


•	the length of time and extent to which fair value has been less than amortized cost;


•	adverse changes in expected cash flows;


•	collateral values and performance;


•	the payment structure of the security including levels of subordination or over-collateralization;


•	changes in the economic or regulatory environment;


•	the general market condition of the geographic area or industry of the issuer;


•	the issuer's financial condition, performance and business prospects; and


•	changes in credit ratings.

The relative importance assigned to each of these factors varies depending on the facts and circumstances pertinent to the individual security being evaluated.

The Company recognizes OTTI of a debt security for which there has been a decline in fair value below amortized cost if (i) management intends to sell the security, (ii) it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, or (iii) the Company does not expect to recover the entire amortized cost basis of the security. The amount by which amortized cost exceeds the fair value of a debt security that is considered to be other-than-temporarily impaired is separated into a component representing the credit loss, which is recognized in earnings, and a component related to all other factors, which is recognized in other comprehensive income. The measurement of the credit loss component is equal to the difference between the debt security's amortized cost basis and the present value of its expected future cash flows discounted at the security's effective yield. If the Company intends to sell the security, or if it is more likely than not it will be required to sell the security before recovery, an OTTI write-down is recognized in earnings equal to the entire difference between the amortized cost basis and fair value of the security.

The evaluation of OTTI of marketable equity securities focuses on whether evidence supports recovery of the unrealized loss within a timeframe consistent with temporary impairment. The entire amount by which cost basis exceeds the fair value of an equity security that is considered to be other-than-temporarily impaired is recognized in earnings.

Federal Reserve Bank Stock

The Bank, as a member of the Federal Reserve Bank ("FRB") system, is required to maintain an investment in the stock of the FRB. No market exists for this stock, and the investment can be liquidated only through redemption by the FRB, at the discretion of and subject to conditions imposed by the FRB. The stock has no readily determinable fair value and is carried at cost.

Federal Home Loan Bank Stock

The Bank, as a member of the Federal Home Loan Bank ("FHLB") system, is required to maintain an investment in the stock of the FHLB. No market exists for this stock, and the investment can be liquidated only through redemption by the FHLB, at the discretion of and subject to conditions imposed by the FHLB. The stock has no readily determinable fair value and is carried at cost. Historically, FHLB stock redemptions have been at par value, which equals the Company's carrying value. The Company monitors its investment in FHLB stock for impairment through review of recent financial results of the FHLB, including capital adequacy and liquidity position, dividend payment history, redemption history and information from credit agencies. The Company has not identified any indicators of impairment of FHLB stock.

Loans Held for Sale

Mortgage loans originated with the intent to sell in the secondary market are carried at the lower of cost or fair value, determined in the aggregate. These loans are generally sold on a non-recourse basis. Loans were generally sold with servicing released prior to March 31, 2014 and generally sold with servicing retained subsequent to that date. Gains and losses on the sale of loans recognized in earnings are measured based on the difference between proceeds received, including the value of retained servicing, and the carrying amount of the loans, inclusive of deferred origination fees and costs, if any.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Loans not originated for sale in the secondary market and not otherwise acquired with the intent to sell are transferred into the held for sale classification at the lower of carrying amount or fair value when they are specifically identified for sale and a formal plan exists to sell them. Acquired credit impaired loans accounted for in pools are removed from the pools at their carrying amounts when they are sold.

Loans

The Company's loan portfolio contains 1-4 single family residential first mortgages, home equity loans and lines of credit, multi-family, owner and non-owner occupied commercial real estate, construction and land, commercial and industrial and consumer loans and direct financing leases. A portion of the Company's loan portfolio consists of loans acquired from the FDIC in the FSB Acquisition, the substantial majority of which are covered under the Loss Sharing Agreements. Loans covered under the Loss Sharing Agreements are referred to as covered loans. The Company segregates its loan portfolio between covered and non-covered loans. Non-covered loans include those originated or purchased since the FSB Acquisition ("new loans") and loans acquired in the FSB Acquisition for which loss share coverage has terminated. Loans acquired in the FSB Acquisition are further segregated between those acquired with evidence of deterioration in credit quality since origination (Acquired Credit Impaired or "ACI" loans) and those acquired without evidence of deterioration in credit quality since origination ("non-ACI" loans).

New Loans

New loans are those originated or purchased by the Company since the FSB Acquisition. New loans are carried at the unpaid principal balance ("UPB"), net of premiums, discounts, unearned income, deferred loan origination fees and costs, and the ALLL.

Interest income on new loans is accrued based on the principal amount outstanding. Non-refundable loan origination fees, net of direct costs of originating or acquiring loans, as well as purchase premiums and discounts, are deferred and recognized as adjustments to yield over the contractual lives of the related loans using the level yield method.

Direct Financing Leases

Direct financing leases are carried at the aggregate of lease payments receivable and estimated residual value of the leased property, if applicable, less unearned income. Interest income on direct financing leases is recognized over the term of the leases to achieve a constant periodic rate of return on the outstanding investment. Initial direct costs are deferred and amortized over the lease term as a reduction to interest income using the effective interest method.

ACI Loans

ACI loans are those for which, at acquisition, management determined it probable that the Company would be unable to collect all contractual principal and interest payments due. These loans were recorded at estimated fair value at the time of the FSB Acquisition, measured as the present value of all cash flows expected to be received, discounted at an appropriately risk-weighted discount rate. Initial cash flow expectations incorporated significant assumptions regarding prepayment rates, frequency of default and loss severity.

The difference between total contractually required payments on ACI loans and the cash flows expected to be received represents non-accretable difference. The excess of all cash flows expected to be received over the Company's recorded investment in the loans represents accretable yield and is recognized as interest income on a level-yield basis over the expected life of the loans.

The Company aggregated ACI 1-4 single family residential mortgage loans and home equity loans and lines of credit with similar risk characteristics into homogenous pools at acquisition. A composite interest rate and composite expectations of future cash flows are used in accounting for each pool. These loans were aggregated into pools based on the following characteristics:


•	delinquency status;


•	product type, in particular, amortizing as opposed to option adjustable rate mortgages ("ARMs");


•	loan-to-value ratio; and

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Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014


•	borrower FICO score.

Loans that do not have similar risk characteristics, primarily commercial and commercial real estate loans, are accounted for on an individual loan basis using interest rates and expectations of cash flows for each loan.

The Company is required to develop reasonable expectations about the timing and amount of cash flows to be collected related to ACI loans and to continue to update those estimates over the lives of the loans. Expected cash flows from ACI loans are updated quarterly. If it is probable that the Company will be unable to collect all the cash flows expected from a loan or pool at acquisition plus additional cash flows expected to be collected arising from changes in estimates after acquisition, the loan or pool is considered impaired and a valuation allowance is established by a charge to the provision for loan losses. If there is a significant increase in expected cash flows from a loan or pool, the Company first reduces any valuation allowance previously established by the amount of the increase in the present value of expected cash flows, and then recalculates the amount of accretable yield for that loan or pool. The adjustment of accretable yield due to an increase in expected cash flows, as well as changes in expected cash flows due to changes in interest rate indices and changes in prepayment assumptions is accounted for prospectively as a change in yield. Additional cash flows expected to be collected are transferred from non-accretable difference to accretable yield and the amount of periodic accretion is adjusted accordingly over the remaining life of the loan or pool.

The Company may resolve an ACI loan either through a sale of the loan, by working with the customer and obtaining partial or full repayment, by short sale of the collateral, or by foreclosure. When a loan accounted for in a pool is resolved, it is removed from the pool at its carrying amount. In the event of a sale of the loan, the Company recognizes a gain or loss on sale based on the difference between the sales proceeds and the carrying amount of the loan. For loans resolved through pre-payment or short sale of the collateral, the Company recognizes the difference between the amount of the payment received and the carrying amount of the loan in the income statement line item "Income from resolution of covered assets, net". For loans resolved through foreclosure, the difference between the fair value of the collateral obtained through foreclosure less estimated cost to sell and the carrying amount of the loan is recognized in the income statement line item "Income from resolution of covered assets, net". Any remaining accretable discount related to loans not accounted for in pools that are resolved by full or partial pre-payment, short sale or foreclosure is recognized in interest income at the time of resolution, to the extent collected.

Payments received earlier than expected or in excess of expected cash flows from sales or other resolutions may result in the carrying value of a pool being reduced to zero even though outstanding contractual balances and expected cash flows remain related to loans in the pool. Once the carrying value of a pool is reduced to zero, any future proceeds, which may include cash or real estate acquired in foreclosure, from the remaining loans, representing further realization of accretable yield, are recognized as interest income upon receipt.

Non-ACI Loans

Loans acquired without evidence of deterioration in credit quality since origination were initially recorded at estimated fair value on the acquisition date. Non-ACI 1-4 single family residential mortgage loans and home equity loans and lines of credit with similar risk characteristics were aggregated into pools for accounting purposes at acquisition. Non-ACI loans are carried at the principal amount outstanding, adjusted for unamortized acquisition date fair value adjustments and the ALLL. Interest income is accrued based on the UPB and, with the exception of home equity loans and lines of credit, acquisition date fair value adjustments are amortized using the level-yield method over the expected lives of the related loans. For non-ACI 1-4 family residential mortgage loans accounted for in pools, prepayment estimates are used in determining the periodic amortization of acquisition date fair value adjustments. Acquisition date fair value adjustments related to revolving home equity loans and lines of credit are amortized on a straight-line basis.

Non-accrual Loans

New commercial loans are placed on non-accrual status when (i) management has determined that full repayment of all contractual principal and interest is in doubt, or (ii) the loan is past due 90 days or more as to principal or interest unless the loan is well secured and in the process of collection. New and non-ACI residential and consumer loans are generally placed on non-accrual status when 90 days of interest is due and unpaid. When a loan is placed on non-accrual status, uncollected interest accrued is reversed and charged to interest income. Commercial loans are returned to accrual status only after all past due principal and interest has been collected and full repayment of remaining contractual principal and interest is reasonably assured. Residential and consumer loans are returned to accrual status when there is no longer 90 days of interest due and unpaid. When a residential or consumer loan is returned to accrual status, interest accrued at the date the loan was placed on

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Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

non-accrual status along with interest foregone during the non-accrual period are recognized as interest income. Past due status of loans is determined based on the contractual next payment due date. Loans less than 30 days past due are reported as current.

Contractually delinquent ACI loans are not classified as non-accrual as long as discount continues to be accreted on the loans or pools.

Impaired Loans

New and non-ACI loans are considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due, according to the contractual terms of the loan agreements. Commercial relationships with committed balances greater than or equal to $750,000 that have internal risk ratings of substandard or doubtful and are on non-accrual status are individually evaluated for impairment. The likelihood of loss related to loans assigned internal risk ratings of substandard or doubtful is considered elevated due to their identified credit weaknesses. Factors considered by management in evaluating impairment include payment status, financial condition of the borrower, collateral value, and other factors impacting the probability of collecting scheduled principal and interest payments when due.

An ACI pool or loan is considered to be impaired when it is probable that the Company will be unable to collect all the cash flows expected at acquisition, plus additional cash flows expected to be collected arising from changes in estimates after acquisition. 1-4 single family residential and home equity ACI loans accounted for in pools are evaluated collectively for impairment on a pool by pool basis based on expected pool cash flows. Commercial ACI loans are individually evaluated for impairment based on expected cash flows from the individual loans. Discount continues to be accreted on ACI loans or pools as long as there are expected future cash flows in excess of the current carrying amount of the loans or pools.

Troubled Debt Restructurings

In certain situations due to economic or legal reasons related to a borrower's financial difficulties, the Company may grant a concession to the borrower for other than an insignificant period of time that it would not otherwise consider. At that time, except for ACI loans accounted for in pools, the related loan is classified as a troubled-debt restructuring ("TDR") and considered impaired. The concessions granted may include rate reductions, principal forgiveness, payment forbearance, extensions of maturity at rates of interest below that commensurate with the risk profile of the loans, modification of payment terms and other actions intended to minimize economic loss. A TDR is generally placed on non-accrual status at the time of the modification unless the borrower has no history of missed payments for six months prior to the restructuring. If the borrower performs pursuant to the modified loan terms for at least six months and the remaining loan balance is considered collectible, the loan is returned to accrual status. Modified ACI loans accounted for in pools are not accounted for as TDRs, are not separated from the pools and are not classified as impaired loans.

Allowance for Loan and Lease Losses

The ALLL represents the amount considered adequate by management to absorb probable losses inherent in the loan portfolio at the balance sheet date. The ALLL relates to (i) new loans, (ii) estimated additional losses arising on non-ACI loans subsequent to the FSB Acquisition and (iii) impairment recognized as a result of decreases in expected cash flows on ACI loans due to further credit deterioration since acquisition. The ALLL consists of both specific and general components. The ALLL is established as losses are estimated to have occurred through a provision charged to earnings. Individual loans are charged off against the ALLL when management determines them to be uncollectible.

An assessment of collateral value is made at no later than 120 days delinquency for new open- and closed-end loans secured by residential real estate and any outstanding loan balance in excess of fair value less cost to sell is charged off at no later than 180 days delinquency. Additionally, any outstanding balance in excess of fair value of collateral less cost to sell is charged off (i) within 60 days of receipt of notification of filing from the bankruptcy court, (ii) within 60 days of determination of loss if all borrowers are deceased or (iii) within 90 days of discovery of fraudulent activity. Non-ACI loans secured by residential real estate are generally charged off at final resolution which is consistent with the terms of the Single Family Shared-Loss Agreement. Consumer loans are typically charged off at 120 days delinquency. Commercial loans are charged off when management deems them to be uncollectible. Subsequent recoveries are credited to the ALLL.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

New and Non-ACI Loans

The new residential and home equity portfolio segments have not yet developed an observable loss trend. Due to several factors, there is a lack of similarity between the risk characteristics of new loans and covered loans in the residential and home equity portfolios. Those factors include elimination of wholesale origination channels, elimination of Alt-A and no document loans, enhancements to real estate appraisal policies, elimination of option ARMs and tightening of underwriting policies. Therefore, management does not believe it is appropriate to use the historical performance of the covered residential loans as a basis for calculating the ALLL applicable to the new loans. The ALLL for new 1-4 single family residential loans is based on average annual loss rates on prime residential mortgage securitizations issued between 2003 and 2008. Loans included in these securitizations have credit characteristics, such as loan-to-value ("LTV") and FICO scores, considered by management to be comparable to characteristics of loans in the new 1-4 single family residential portfolio. The ALLL for new home equity loans is based on peer group average historical loss rates as described further below.

Calculated loss frequency and severity percentages are applied to the UPB of non-ACI 1-4 single family residential mortgages and home equity loans and lines of credit to calculate the ALLL. Based on an analysis of historical portfolio performance, OREO and short sale data and other internal and external factors, management has concluded that historical performance by portfolio class is the best indicator of incurred loss for the non-ACI 1-4 single family residential and home equity portfolio classes. For each of these portfolio classes, a quarterly roll rate matrix is used to measure the rate at which loans move from one delinquency bucket to the next during a given quarter. An average four quarter roll rate matrix is used to estimate the amount within each delinquency bucket expected to roll to 120 + days delinquent. Loss severity given default is estimated based on internal data about short sales and OREO sales for the most recent twelve months. The ALLL calculation incorporates a 100% loss severity assumption for home equity loans and lines of credit projected to roll to 120 days delinquency.

The credit quality of loans in the residential portfolio segment may be impacted by fluctuations in home values, unemployment, general economic conditions, borrowers' financial circumstances and fluctuations in interest rates.

The new commercial loan portfolio has limited delinquency history and has not exhibited an observable loss trend. The credit quality of loans in this portfolio segment is impacted by general economic conditions and other factors that may influence debt service coverage generated by the borrowers' businesses as well as fluctuations in the value of real estate and other collateral. For loans evaluated individually for impairment and determined to be impaired, a specific allowance is established based on the present value of expected cash flows discounted at the loan's effective interest rate, the estimated fair value of the loan, or for collateral dependent loans, the estimated fair value of collateral less costs to sell. Loans not individually determined to be impaired are grouped based on common risk characteristics. The ALLL for these portfolio segments is based primarily on peer group average historical loss rates and the Bank's internal credit risk rating system, using a four quarter loss emergence period and a twelve quarter loss experience period. The ALLL for municipal loans and lease receivables is based on a cumulative municipal default curve for obligations of credit quality comparable to those in the Company's portfolio, using a twelve quarter loss emergence period.

The peer group used to calculate average annual historical net charge-off rates that form the basis for the Bank's general reserves for new commercial, home equity and consumer loans is a group of 34 banks made up of the banks included in the OCC Midsize Bank Group and two additional banks in the New York region that management believes to be comparable based on size and nature of lending operations.

Qualitative adjustments are made to the ALLL when, based on management's judgment and experience, there are internal or external factors impacting incurred losses not taken into account by the quantitative calculations. Management has categorized potential qualitative adjustments into the following categories:


•	Portfolio performance trends, including trends in and the levels of delinquencies, non-performing loans and classified loans;


•	Changes in the nature of the portfolio and terms of the loans, specifically including the volume and nature of policy and procedural exceptions;


•	Portfolio growth trends;


•	Changes in lending policies and procedures, including credit and underwriting guidelines;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014


•	Economic factors, including unemployment rates and GDP growth rates;


•	Changes in the value of underlying collateral for loans secured by real estate;


•	Quality of risk ratings, as measured by changes in risk rating identified by our independent loan review function;


•	Credit concentrations;


•	Changes in credit administration management and staff; and


•	Other factors identified by management that may impact the level of losses inherent in the portfolio, including but not limited to competition and legal and regulatory requirements.

Revisions to ALLL inputs

Management revised the source or determination of inputs to the ALLL methodology in 2014, as follows:

•

The peer group used in calculating annual historical net charge-off rates used in determining general reserves for the majority of the new commercial, home equity and consumer portfolio segments was changed. Prior to 2014, a peer group of banks in the Southeast region of the U.S. was used for loans originated in the Florida market and a peer group of banks in the U.S. New York region was used for loans originated in the New York market. Management determined there was no longer a sufficient number of banks in the regional peer sets comparable to BankUnited in size and nature of lending operations.


•	The loss experience period used to calculate average historical net charge-off rates was extended from eight to twelve quarters to include sufficient history and better capture a range of observations reflecting the performance of loans originated in the current economic cycle.

ACI Loans

A specific valuation allowance related to an ACI loan or pool is established when quarterly evaluations of expected cash flows indicate it is probable that the Company will be unable to collect all of the cash flows expected at acquisition plus any additional cash flows expected to be collected arising from changes in estimate after acquisition. The amount of any necessary valuation allowance is measured by comparing the carrying value of the loan or pool to the updated net present value of expected cash flows for the loan or pool. In calculating the present value of expected cash flows for this purpose, changes in cash flows related to credit related factors are isolated from those related to changes in interest rate indices or prepayment assumptions. Alternatively, an improvement in the expected cash flows related to ACI loans results in a reduction of any previously established specific allowance with a corresponding credit to the provision for loan losses. A charge-off is taken for an individual ACI commercial loan when it is deemed probable that the loan will be resolved for an amount less than its carrying value.

Expected cash flows are estimated on a pool basis for ACI 1-4 single family residential and home equity loans. The analysis of expected pool cash flows incorporates updated pool level expected prepayment rate, default rate, delinquency level and loss severity given default assumptions. Prepayment, delinquency and default curves are derived primarily from roll rates generated from the historical performance of the portfolio over the immediately preceding four quarters. Loss severity given default is also generated from the historical performance of the portfolio over the immediately preceding four quarters. Estimates of default probability also incorporate updated LTV ratios, at the loan level, based on Case-Shiller Home Price Indices for the relevant Metropolitan Statistical Area ("MSA"). Costs and fees represent an additional component of loss on default and are projected using the "Making Home Affordable" cost factors provided by the Federal government.

The primary assumptions underlying estimates of expected cash flows for commercial ACI loans are default probability and severity of loss given default. Generally, updated cash flow assumptions are based primarily on net realizable value analyses prepared at the individual loan level. These analyses incorporate information about loan performance, collateral values, the financial condition of the borrower and other available information that may impact sources of repayment.

Reserve for Unfunded Commitments

The reserve for unfunded commitments represents the estimated probable losses related to unfunded lending commitments. The reserve is calculated in a manner similar to the general reserve for new loans, while also considering the timing and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

likelihood that the available credit will be utilized as well as the exposure upon default. The reserve for unfunded commitments is presented within other liabilities on the consolidated balance sheets, distinct from the ALLL, and adjustments to the reserve for unfunded commitments are included in other non-interest expense in the consolidated statements of income.

FDIC Indemnification Asset

The FDIC indemnification asset was initially recorded at the time of the FSB Acquisition at fair value, measured as the present value of the estimated cash payments expected from the FDIC for probable losses on covered assets, consisting of loans, OREO and certain investment securities acquired from the FDIC. The FDIC indemnification asset is measured separately from the related covered assets. It is not contractually embedded in the covered assets and it is not transferrable with the covered assets should the Company choose to dispose of them.

Impairment of expected cash flows from covered assets results in an increase in cash flows expected to be collected from the FDIC. These increased expected cash flows from the FDIC are recognized as increases in the FDIC indemnification asset and as non-interest income in the same period that the impairment of the covered assets is recognized in the provision for loan losses. Increases in expected cash flows from covered assets result in decreases in cash flows expected to be collected from the FDIC. These decreases in expected cash flows from the FDIC are recognized immediately in earnings to the extent that they relate to a reversal of a previously recorded valuation allowance related to the covered assets. Any remaining decreases in cash flows expected to be collected from the FDIC are recognized prospectively through an adjustment of the rate of accretion or amortization on the FDIC indemnification asset, consistent with the approach taken to recognize increases in expected cash flows on the covered assets. Amortization of the FDIC indemnification asset results from circumstances in which, due to improvement in expected cash flows from the covered assets, expected cash flows from the FDIC are less than the carrying value of the FDIC indemnification asset. Accretion or amortization of the FDIC indemnification asset is recognized in earnings using the effective interest method over the period during which cash flows from the FDIC are expected to be collected, which is limited to the lesser of the contractual term of the indemnification agreement and the remaining life of the indemnified assets.

Gains and losses from resolution of ACI loans are included in the income statement line item "Income from resolution of covered assets, net." These gains and losses represent the difference between the expected losses from ACI loans and consideration actually received in satisfaction of such loans that were resolved either by payment in full, foreclosure or short sale. The Company may also realize gains or losses on the sale or impairment of covered loans, covered investment securities or covered OREO. When the Company recognizes gains or losses related to the resolution, sale or impairment of covered assets in earnings, corresponding changes in the estimated amount recoverable from the FDIC under the Loss Sharing Agreements are reflected in the consolidated financial statements as increases or decreases in the FDIC indemnification asset and in the consolidated statement of income line item "Net loss on FDIC indemnification."

Bank Owned Life Insurance

Bank owned life insurance is carried at the amount that could be realized under the contract at the balance sheet date, which is typically cash surrender value. Changes in cash surrender value are recorded in non-interest income.

Other Real Estate Owned

OREO consists of real estate assets acquired through, or in lieu of, loan foreclosure. These assets are held for sale and are initially recorded at estimated fair value less costs to sell, establishing a new cost basis. Subsequent to foreclosure, periodic valuations are performed and the assets are carried at the lower of the carrying amount at the date of foreclosure or estimated fair value less cost to sell. Significant property improvements are capitalized to the extent that the resulting carrying value does not exceed fair value less cost to sell. Legal fees, maintenance, taxes, insurance and other direct costs of holding and maintaining foreclosed properties are expensed as incurred.

Goodwill and Other Intangible Assets

Goodwill of $67 million at December 31, 2014 and 2013 represents the excess of consideration transferred in business combinations over the fair value of net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but is tested for impairment annually or more frequently if events or circumstances indicate that impairment may have occurred. The Company performs its annual goodwill impairment test in the third fiscal quarter. The Company has a single reporting unit. The impairment test compares the estimated fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds its carrying amount, no impairment is indicated. If the fair value of the reporting unit is less than its carrying

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

amount, impairment of goodwill is measured as the excess of the carrying amount of goodwill over its implied fair value. The estimated fair value of the reporting unit is based on the market capitalization of the Company's common stock. The estimated fair value of the reporting unit at each impairment testing date substantially exceeded its carrying amount; therefore, no impairment of goodwill was indicated.

Intangible assets with determinable lives include core deposit intangible assets and other customer relationship intangible assets. These assets are amortized over their estimated useful lives using the straight-line method, or for certain core deposit intangible assets using an accelerated method based on an exponential attrition curve. Intangible assets with determinable lives are evaluated for impairment when events or changes in circumstances indicate the carrying amount of the assets may not be recoverable.

Equipment Under Operating Lease

Equipment under operating lease is carried at cost less accumulated depreciation and is depreciated to estimated residual value using the straight-line method over the lease term. Estimated residual values are re-evaluated at least annually, based primarily on current residual value appraisals. Rental revenue is recognized on a straight-line basis over the contractual term of the lease.

A review for impairment of equipment under operating lease is performed at least annually or when events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable. Impairment of assets is determined by comparing the carrying amount to future undiscounted net cash flows expected to be generated. If an asset is impaired, the impairment is the amount by which the carrying amount exceeds the fair value of the asset. Fair value is based upon discounted cash flow analysis and available market data.

Premises and Equipment

Premises and equipment are carried at cost less accumulated depreciation and amortization and are included in other assets in the accompanying consolidated balance sheets. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The lives of improvements to existing buildings are based on the lesser of the estimated remaining lives of the buildings or the estimated useful lives of the improvements. Leasehold improvements are amortized over the shorter of the expected terms of the leases at inception, considering options to extend that are reasonably assured, or their useful lives. Direct costs of materials and services associated with developing or obtaining and implementing internal use computer software incurred during the application and development stage are capitalized and amortized over the estimated useful lives of the software. The estimated useful lives of premises and equipment are as follows:


•	buildings and improvements - 30 years ;


•	leasehold improvements - 5 to 20 years ;


•	furniture, fixtures and equipment - 5 to 7 years ;


•	computer equipment - 3 to 5 years ; and


•	software and software licensing rights - 3 to 5 years .

Mortgage Servicing Rights

The Company may acquire MSRs through purchases or retention of servicing in connection with sales of originated loans in the secondary market. All newly acquired MSRs are initially measured at fair value. MSRs are subsequently measured using the amortization method. MSRs are amortized in proportion to and over the period of estimated net servicing revenue. Amortization is adjusted prospectively in response to changes in estimated future cash flows.

MSRs are periodically evaluated for impairment based on a comparison of the amortized balance to fair value. For purposes of impairment evaluation and measurement, MSRs are stratified based on predominant risk characteristics such as product type, interest rate and term. If, by individual stratum, the carrying amount of MSRs exceeds fair value, a valuation allowance is established. The valuation allowance is subsequently adjusted to reflect changes in the measurement of impairment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

MSRs are included in other assets in the accompanying consolidated balance sheets. Servicing fee income is recorded net of amortization of MSRs in other non-interest income. Neither the MSR asset nor related income have had a material impact on the Company's financial statements to date.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for periods in which the differences are expected to reverse. The effect of changes in tax rates on deferred tax assets and liabilities are recognized in income in the period that includes the enactment date. A valuation allowance is established for deferred tax assets when management determines that it is more likely than not that some portion or all of a deferred tax asset will not be realized. In making such determinations, the Company considers all available positive and negative evidence that may impact the realization of deferred tax assets. These considerations include the amount of taxable income generated in statutory carryback periods, future reversals of existing taxable temporary differences, projected future taxable income and available tax planning strategies.

The Company recognizes tax benefits from uncertain tax positions when it is more likely than not that the related tax positions will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the tax positions. An uncertain tax position is a position taken in a previously filed tax return or a position expected to be taken in a future tax return that is not based on clear and unambiguous tax law. The Company measures tax benefits related to uncertain tax positions based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. If the initial assessment fails to result in recognition of a tax benefit, the Company subsequently recognizes a tax benefit if (i) there are changes in tax law or case law that raise the likelihood of prevailing on the technical merits of the position to more-likely-than-not, (ii) the statute of limitations expires, or (iii) there is a completion of an examination resulting in a settlement of that tax year or position with the appropriate agency. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes.

Equity Based Compensation

The Company periodically grants nonqualified stock options or unvested or restricted shares of common stock to key employees. Compensation cost is measured based on the estimated fair value of the awards at the grant date and is recognized in earnings on a straight-line basis over the requisite service period. Compensation cost related to awards that embody performance conditions is recognized if it is probable that the performance condition will be achieved.

The fair value of unvested shares is based on the closing market price of the Company's common stock at the date of grant. The value of shares granted with post-vesting restrictions as to transferability is reduced by a discount for lack of marketability. The fair value of stock options is estimated at the date of grant using a Black-Scholes option pricing model. This model requires assumptions as to expected volatility, expected term, dividend yield, and risk free interest rates. Since the Company's common stock has limited trading history, the measurement of expected volatility incorporates the volatility of the common stock of peer companies. The expected term represents the period of time that options are expected to be outstanding from the grant date and is based on the contractual term of the options and employees' anticipated exercise behavior. The risk free interest rate is based on the U.S. Treasury constant maturity rate corresponding to the expected term of the options at the date of grant. The expected dividend yield is determined based on historical dividend rates and dividends expected to be declared in the foreseeable future.

Derivative Financial Instruments and Hedging Activities

Interest rate swap agreements

Interest rate swaps are contracts in which a series of interest cash flows are exchanged over a prescribed period. Interest rate swaps are recorded as assets or liabilities in the consolidated balance sheets at fair value. Interest rate swaps that are used as a risk management tool to hedge the Company's exposure to changes in interest rates have been designated as cash flow hedging instruments. The effective portion of the gain or loss on interest rate swaps designated and qualifying as cash flow hedging instruments is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same period in which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instruments, if any, is recognized currently in earnings. Hedge effectiveness is assessed using the hypothetical derivative method. Assessments of hedge effectiveness and measurements of hedge ineffectiveness are performed quarterly.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, management determines that the designation of the derivative as a hedging instrument is no longer appropriate or the occurrence of the forecasted transaction is no longer probable. When hedge accounting is discontinued, any subsequent changes in fair value of the derivative are recognized in earnings. The cumulative unrealized gain or loss related to a discontinued cash flow hedge continues to be reported in AOCI unless it is probable that the forecasted transaction will not occur by the end of the originally specified time period, in which case the cumulative unrealized gain or loss reported in AOCI is reclassified into earnings immediately.

Cash flows resulting from derivative financial instruments that are accounted for as hedges are classified in the cash flow statement in the same category as the cash flows from the hedged items.

Changes in the fair value of interest rate swaps not designated as, or not qualifying as, hedging instruments are recognized currently in earnings.

Derivative loan commitments

Interest rate lock commitments to originate mortgage loans to be held for sale upon funding are derivative instruments and are recognized in the consolidated balance sheets at fair value with changes in fair value reflected in earnings.

Forward loan sale commitments

Mandatory delivery forward loan sale commitments and best efforts forward loan sale commitments for which the loan to the underlying borrower has closed are derivative instruments and are reflected in the consolidated balance sheets at fair value with changes in fair value reflected in earnings.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. A gain or loss is recognized in earnings upon completion of the sale based on the difference between the sales proceeds and the carrying value of the assets. Control over the transferred assets is deemed to have been surrendered when: (i) the assets have been legally isolated from the Company, (ii) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (iii) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.

Advertising Costs

Advertising costs are expensed as incurred.

Earnings per Common Share

Basic earnings per common share is calculated by dividing income allocated to common stockholders for basic earnings per common share by the weighted average number of common shares outstanding for the period, reduced by average unvested stock awards. Unvested stock awards and stock option awards with non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid, and participating preferred stock are considered participating securities and are included in the computation of basic earnings per common share using the two class method whereby net income is allocated between common stock and participating securities. In periods of a net loss, no allocation is made to participating securities as they are not contractually required to fund net losses. Diluted earnings per common share is computed by dividing income allocated to common stockholders for basic earnings per common share, adjusted for earnings reallocated from participating securities, by the weighted average number of common shares outstanding for the period increased for the dilutive effect of unexercised stock options, warrants and unvested stock awards using the treasury stock method and by the dilutive effect of convertible preferred stock using the if-converted method. Contingently issuable shares are included in the calculation of earnings per common share as if the end of the respective period was the end of the contingency period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Reclassifications

Certain amounts presented for prior periods have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-04, Receivables—Troubled Debt Restructurings by Creditors and ASU 2014-14, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) . The amendments in ASU 2014-04 clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy the loan through a deed in lieu of foreclosure or other similar legal agreement. In addition, entities are required to disclose the recorded investment in residential mortgage loans for which formal foreclosure proceedings are in process. The amendments in ASU 2014-14 require that a mortgage loan be derecognized and that a separate receivable be recognized upon foreclosure if the loan has a government guarantee that is not separable from the loan before foreclosure and certain other conditions are met. The amendments in these updates are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014, with early adoption permitted. The Company intends to adopt these updates prospectively effective January 1, 2015. Management does not expect adoption will have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which will supersede the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific revenue recognition guidance throughout the Accounting Standards Codification. The amendments in this update affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts, including leases and insurance contracts, are within the scope of other standards. The amendments establish a core principle requiring the recognition of revenue to depict the transfer of goods or services to customers in an amount reflecting the consideration to which the entity expects to be entitled in exchange for such goods or services. The amendments also require expanded disclosures concerning the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. For public entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and must be applied retrospectively. Early application is not permitted. Management is currently evaluating the impact of adoption.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 2 Earnings Per Common Share

The computation of basic and diluted earnings per common share is presented below for the years ended December 31, 2014 , 2013 and 2012 (in thousands, except share and per share data):



c	2014			2013			2012
Basic earnings per common share:
Numerator:
Net income	$	204,215		$	208,936		$	211,260
Preferred stock dividends	—			—			(3,899		)
Net income available to common stockholders	204,215			208,936			207,361
Distributed and undistributed earnings allocated to participating securities	(7,991		)	(9,380		)	(15,081		)
Income allocated to common stockholders for basic earnings per common share	$	196,224		$	199,556		$	192,280
Denominator:
Weighted average common shares outstanding	101,574,076			99,587,970			94,791,484
Less average unvested stock awards	(1,117,869		)	(1,093,930		)	(1,137,210		)
Weighted average shares for basic earnings per common share	100,456,207			98,494,040			93,654,274
Basic earnings per common share	$	1.95		$	2.03		$	2.05
Diluted earnings per common share:
Numerator:
Income allocated to common stockholders for basic earnings per common share	$	196,224		$	199,556		$	192,280
Adjustment for earnings reallocated from participating securities	16			1,265			20
Income used in calculating diluted earnings per common share	$	196,240		$	200,821		$	192,300
Denominator:
Weighted average shares for basic earnings per common share	100,456,207			98,494,040			93,654,274
Dilutive effect of stock options and preferred shares	139,606			1,257,565			174,509
Weighted average shares for diluted earnings per common share	100,595,813			99,751,605			93,828,783
Diluted earnings per common share	$	1.95		$	2.01		$	2.05

The following potentially dilutive securities were outstanding at December 31, 2014 , 2013 and 2012 , but excluded from the calculation of diluted earnings per common share for the years then ended because their inclusion would have been anti-dilutive:



	2014	2013	2012
Unvested shares	881,693	752,609	1,248,707
Stock options and warrants	6,386,424	6,386,815	6,950,735
Convertible preferred shares	—	—	5,415,794

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 3 Acquisition Activity

On February 29, 2012 , BKU completed the acquisition of Herald National Bank ("Herald") for a purchase price of $65 million consisting of cash of $25 million , 1,676,060 shares of common stock valued at $39 million and stock options and warrants valued at $1 million . The acquisition of Herald was determined to be a business combination and was accounted for using the acquisition method of accounting; accordingly, the assets acquired and liabilities assumed were recorded at their estimated fair values at the acquisition date.

The estimated fair values of assets acquired and liabilities assumed totaled $508 million and $438 million , respectively, resulting in the recognition of a gain of $5.3 million on the acquisition of 100% of Herald, representing the excess of the fair value of net assets acquired over the value of consideration issued. Pursuant to the terms of the merger agreement between BKU and Herald, the determination of the final purchase price was dependent on the price of BKU's common stock for the ten trading days preceding the merger. A decline in the stock price between the execution of the agreement and consummation of the acquisition led to this gain, which is included in the consolidated statement of income line item "other non-interest income" for the year ended December 31, 2012.

Note 4 Investment Securities

Investment securities available for sale at December 31, 2014 and 2013 consisted of the following (in thousands):



	2014
	Amortized Cost		Gross Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value

U.S. Treasury securities	$	54,924	$	43	$	—		$	54,967
U.S. Government agency and sponsored enterprise residential mortgage-backed securities	1,501,504		29,613		(6,401		)	1,524,716
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	101,089		769		—			101,858
Resecuritized real estate mortgage investment conduits (“Re-Remics”)	179,664		3,613		(5		)	183,272
Private label residential mortgage-backed securities and collateralized mortgage obligations ("CMOs")	350,300		54,222		(543		)	403,979
Private label commercial mortgage-backed securities	1,134,854		9,470		(4,935		)	1,139,389
Single family rental real estate-backed securities	446,079		468		(3,530		)	443,017
Collateralized loan obligations	174,767		—		(435		)	174,332
Non-mortgage asset-backed securities	117,562		4,608		(6		)	122,164
Mutual funds and preferred stocks	96,294		9,148		—			105,442
State and municipal obligations	15,317		385		—			15,702
Small Business Administration securities	298,424		10,540		(236		)	308,728
Other debt securities	3,712		4,416		—			8,128
	$	4,474,490	$	127,295	$	(16,091	)	$	4,585,694

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014



	2013
	Covered Securities									Non-Covered Securities
	Amortized Cost		Gross Unrealized					Fair Value		Amortized Cost		Gross Unrealized					Fair Value
	Amortized Cost		Gains		Losses			Fair Value		Amortized Cost		Gains		Losses			Fair Value

U.S. Government agency and sponsored enterprise residential mortgage-backed securities	$	—	$	—	$	—		$	—	$	1,548,671	$	34,191	$	(8,559	)	$	1,574,303
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	—		—		—			—		27,132		—		(355		)	26,777
Re-Remics	—		—		—			—		267,525		4,261		(1		)	271,785
Private label residential mortgage-backed securities and CMOs	119,434		56,539		(110		)	175,863		135,750		329		(1,824		)	134,255
Private label commercial mortgage-backed securities	—		—		—			—		814,114		7,638		(12,980		)	808,772
Non-mortgage asset-backed securities	—		—		—			—		172,329		6,676		(11		)	178,994
Mutual funds and preferred stocks	15,419		6,726		—			22,145		125,387		4,015		(1,870		)	127,532
Small Business Administration securities	—		—		—			—		295,892		13,045		—			308,937
Other debt securities	3,542		4,219		—			7,761		—		—		—			—
	$	138,395	$	67,484	$	(110	)	$	205,769	$	3,386,800	$	70,155	$	(25,600	)	$	3,431,355

As discussed in Note 1, FDIC loss sharing on covered investment securities ended on May 21, 2014. Investment securities formerly covered under the Commercial Shared-Loss Agreement had an aggregate fair value of $168 million , amortized cost of $108 million and gross unrealized gains of $60 million as of December 31, 2014 .

Investment securities held to maturity at December 31, 2014 consisted of one State of Israel bond with a carrying value of $10 million . Fair value approximated carrying value at December 31, 2014 . The bond matures in 2024.

At December 31, 2014 , contractual maturities of investment securities available for sale, adjusted for anticipated prepayments of mortgage-backed and other pass-through securities, were as follows (in thousands):



	Amortized Cost		Fair Value
Due in one year or less	$	510,919	$	529,197
Due after one year through five years	2,576,280		2,620,431
Due after five years through ten years	1,028,754		1,050,596
Due after ten years	262,243		280,028
Mutual funds and preferred stocks with no stated maturity	96,294		105,442
	$	4,474,490	$	4,585,694

Based on the Company’s proprietary assumptions, the estimated weighted average life of the investment portfolio as of December 31, 2014 was 4.1 years. The effective duration of the investment portfolio as of December 31, 2014 was 1.7 years. The model results are based on assumptions that may differ from actual results.

The carrying value of securities pledged as collateral for FHLB advances, public deposits, interest rate swaps, securities sold under agreements to repurchase and to secure borrowing capacity at the FRB totaled $1.0 billion at December 31, 2014 and $0.9 billion at December 31, 2013 .

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

The following table provides information about gains and losses on investment securities available for sale for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014			2013			2012
Proceeds from sale of investment securities available for sale	$	355,798		$	874,876		$	835,745

Gross realized gains	$	4,987		$	11,119		$	17,338
Gross realized losses	(1,128		)	(1,527		)	(299		)
Net realized gain	3,859			9,592			17,039
OTTI	—			(963		)	—
Gain on investment securities available for sale, net	$	3,859		$	8,629		$	17,039

During the year ended December 31, 2013 , OTTI was recognized on an intermediate term mortgage mutual fund. Due primarily to the length of time the investment had been in a continuous unrealized loss position and an increasing measure of impairment, the Company determined the impairment to be other than temporary. This security was covered under the Commercial Shared-Loss Agreement; therefore, the impact of the impairment was significantly mitigated by an increase of $770 thousand in the FDIC indemnification asset, reflected in the consolidated statement of income line item “Net loss on FDIC indemnification.”

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

The following tables present the aggregate fair value and the aggregate amount by which amortized cost exceeded fair value for investment securities in unrealized loss positions at December 31, 2014 and 2013 , aggregated by investment category and length of time that individual securities had been in continuous unrealized loss positions (in thousands):



	2014
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

U.S. Government agency and sponsored enterprise residential mortgage-backed securities	$	7,058	$	(34	)	$	300,057	$	(6,367	)	$	307,115	$	(6,401	)
Re-Remics	—		—			335		(5		)	335		(5		)
Private label residential mortgage-backed securities and CMOs	60,076		(189		)	14,653		(354		)	74,729		(543		)
Private label commercial mortgage-backed securities	103,900		(1,150		)	239,456		(3,785		)	343,356		(4,935		)
Single family rental real estate-backed securities	233,012		(3,530		)	—		—			233,012		(3,530		)
Collateralized loan obligations	49,565		(435		)	—		—			49,565		(435		)
Non-mortgage asset-backed securities	2,796		(6		)	—		—			2,796		(6		)
Small Business Administration securities	49,851		(236		)	—		—			49,851		(236		)
	$	506,258	$	(5,580	)	$	554,501	$	(10,511	)	$	1,060,759	$	(16,091	)



	2013
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses

U.S. Government agency and sponsored enterprise residential mortgage-backed securities	$	414,361	$	(8,559	)	$	—	$	—		$	414,361	$	(8,559	)
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	26,777		(355		)	—		—			26,777		(355		)
Re-Remics	11,037		(1		)	—		—			11,037		(1		)
Private label residential mortgage-backed securities and CMOs	79,048		(1,696		)	10,303		(238		)	89,351		(1,934		)
Private label commercial mortgage-backed securities	511,778		(12,980		)	—		—			511,778		(12,980		)
Non-mortgage asset-backed securities	1,516		(11		)	—		—			1,516		(11		)
Mutual funds and preferred stocks	67,513		(1,870		)	—		—			67,513		(1,870		)
	$	1,112,030	$	(25,472	)	$	10,303	$	(238	)	$	1,122,333	$	(25,710	)

The Company monitors its investment securities available for sale for OTTI on an individual security basis. No securities were determined to be other-than-temporarily impaired during the years ended December 31, 2014 and 2012. As discussed above, one security was determined to be other-than-temporarily impaired during the year ended December 31, 2013 . The Company does not intend to sell securities that are in significant unrealized loss positions and it is not more likely than not that the Company will be required to sell these securities before recovery of the amortized cost basis, which may be at maturity. At December 31, 2014 , 42 securities were in unrealized loss positions. Unrealized losses on investment securities available for sale at December 31, 2014 were primarily attributable to an increase in medium and long-term market interest rates subsequent to the date the securities were acquired. The amount of impairment related to seven of these securities was considered

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

insignificant, totaling approximately $53 thousand and no further analysis with respect to these securities was considered necessary. The basis for concluding that impairment of the remaining securities was not other-than-temporary is further described below:

U.S. Government agency and sponsored enterprise residential mortgage-backed securities:

At December 31, 2014 , eight U.S. Government agency and sponsored enterprise residential mortgage-backed securities were in unrealized loss positions. The amount of impairment of each of the individual securities was 5% or less of amortized cost. The timely payment of principal and interest on these securities is explicitly or implicitly guaranteed by the U.S. Government. Given the limited severity of impairment and the expectation of timely payment of principal and interest, the impairments were considered to be temporary.

Private label residential mortgage-backed securities and CMOs:

At December 31, 2014 , four private label residential mortgage-backed securities were in unrealized loss positions. These securities were assessed for OTTI using third-party developed credit and prepayment behavioral models and CUSIP level constant default rates, voluntary prepayment rates and loss severity and delinquency assumptions. The results of these assessments were not indicative of credit losses that would result in the Company recovering less than its amortized cost basis related to any of these securities as of December 31, 2014 . Given the limited severity of impairment and the expectation of timely recovery of outstanding principal, the impairments were considered to be temporary.

Private label commercial mortgage-backed securities:

At December 31, 2014 , thirteen private label commercial mortgage-backed securities were in unrealized loss positions. The amount of impairment of each of the individual securities was 2% or less of amortized cost. These securities were assessed for OTTI using third-party developed models, incorporating assumptions consistent with the collateral characteristics of each security. The results of this analysis were not indicative of expected credit losses. Given the limited severity of impairment and the expectation of timely recovery of outstanding principal, the impairments were considered to be temporary.

Single family rental real estate-backed securities:

At December 31, 2014 , seven single family rental real estate-backed securities were in unrealized loss positions. The securities had been in unrealized loss positions for six months or less and the amount of impairment of each of the individual securities was 2% or less of amortized cost. Given the limited duration and severity of impairment and the absence of projected credit losses, the impairments were considered to be temporary.

Collateralized loan obligations:

At December 31, 2014 , one collateralized loan obligation was in an unrealized loss position. This security had been in an unrealized loss position for four months and the amount of impairment was less than 1% of amortized cost. Given the limited duration and severity of impairment, the impairment was considered to be temporary.

Small Business Administration securities:

At December 31, 2014 , two Small Business Administration securities were in unrealized loss positions. These securities had been in unrealized loss positions for less than three months and the amount of impairment was less than 1% of amortized cost. The timely payment of principal and interest on these securities is guaranteed by this U.S. Government agency. Given the limited severity and duration of impairment and the expectation of timely payment of principal and interest, the impairment was considered to be temporary.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 5 Loans and Allowance for Loan and Lease Losses

At December 31, 2014 and 2013 , loans consisted of the following (dollars in thousands):



	2014
	Non-Covered Loans					Covered Loans								Percent of Total
	New Loans			ACI		ACI		Non-ACI			Total			Percent of Total
Residential:
1-4 single family residential	$	2,486,272		$	—	$	874,522	$	56,138		$	3,416,932		27.6	%
Home equity loans and lines of credit	1,827			—		22,657		101,142			125,626			1.0	%
	2,488,099			—		897,179		157,280			3,542,558			28.6	%
Commercial:
Multi-family	1,927,225			24,964		—		—			1,952,189			15.8	%
Commercial real estate
Owner occupied	1,008,930			34,440		—		—			1,043,370			8.4	%
Non-owner occupied	1,753,317			30,762		—		—			1,784,079			14.4	%
Construction and land	167,713			2,007		—		—			169,720			1.4	%
Commercial and industrial	2,402,064			1,229		—		—			2,403,293			19.4	%
Commercial finance subsidiaries	1,456,751			—		—		—			1,456,751			11.8	%
	8,716,000			93,402		—		—			8,809,402			71.2	%
Consumer	26,293			14		—		—			26,307			0.2	%
Total loans	11,230,392			93,416		897,179		157,280			12,378,267			100.0	%
Premiums, discounts and deferred fees and costs, net	47,097			—		—		(10,595		)	36,502
Loans net of premiums, discounts and deferred fees and costs	11,277,489			93,416		897,179		146,685			12,414,769
Allowance for loan and lease losses	(91,350		)	—		—		(4,192		)	(95,542		)
Loans, net	$	11,186,139		$	93,416	$	897,179	$	142,493		$	12,319,227

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014



	2013
	Non-Covered Loans					Covered Loans									Percent of Total
	New Loans			ACI		ACI			Non-ACI			Total			Percent of Total
Residential:
1-4 single family residential	$	1,800,332		$	—	$	1,057,012		$	70,378		$	2,927,722		32.4	%
Home equity loans and lines of credit	1,535			—		39,602			127,807			168,944			1.9	%
	1,801,867			—		1,096,614			198,185			3,096,666			34.3	%
Commercial:
Multi-family	1,097,872			8,093		33,354			—			1,139,319			12.6	%
Commercial real estate
Owner occupied	712,844			5,318		49,861			689			768,712			8.5	%
Non-owner occupied	946,543			1,449		93,089			52			1,041,133			11.5	%
Construction and land	138,091			—		10,600			729			149,420			1.7	%
Commercial and industrial	1,651,739			—		6,050			6,234			1,664,023			18.5	%
Commercial finance subsidiaries	952,050			—		—			—			952,050			10.5	%
	5,499,139			14,860		192,954			7,704			5,714,657			63.3	%
Consumer	213,107			—		1,679			—			214,786			2.4	%
Total loans	7,514,113			14,860		1,291,247			205,889			9,026,109			100.0	%
Premiums, discounts and deferred fees and costs, net	40,748			—		—			(13,248		)	27,500
Loans net of premiums, discounts and deferred fees and costs	7,554,861			14,860		1,291,247			192,641			9,053,609
Allowance for loan and lease losses	(57,330		)	—		(2,893		)	(9,502		)	(69,725		)
Loans, net	$	7,497,531		$	14,860	$	1,288,354		$	183,139		$	8,983,884

Through three subsidiaries, the Bank provides commercial and municipal equipment financing utilizing both loan and lease structures. At December 31, 2014 and 2013 , the commercial finance subsidiaries portfolio included a net investment in direct financing leases of $458 million and $340 million , respectively.

The following table presents the components of the net investment in direct financing leases as of December 31, 2014 and 2013 (in thousands):



	2014			2013
Total minimum lease payments to be received	$	489,892		$	360,584
Unearned income	(37,277		)	(23,202		)
Initial direct costs	5,567			2,980
	$	458,182		$	340,362

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

As of December 31, 2014 , future minimum lease payments to be received under direct financing leases were as follows (in thousands):



Years Ending December 31:
2015	$	146,475
2016	123,036
2017	75,867
2018	42,365
2019	24,070
Thereafter	78,079
	$	489,892

During the years ended December 31, 2014 and 2013 , the Company purchased 1-4 single family residential loans totaling $921 million and $1.1 billion , respectively.

At December 31, 2014 , the Company had pledged real estate loans with UPB of approximately $6.9 billion and recorded investment of approximately $5.5 billion as security for FHLB advances.

At December 31, 2014 and 2013 , the UPB of ACI loans was $2.6 billion and $3.3 billion , respectively. The accretable yield on ACI loans represents the amount by which undiscounted expected future cash flows exceed recorded investment. Changes in the accretable yield on ACI loans for the years ended December 31, 2014 , 2013 and 2012 were as follows (in thousands):



Balance, December 31, 2011	$	1,523,615
Reclassifications from non-accretable difference	206,934
Accretion	(444,483		)
Balance, December 31, 2012	1,286,066
Reclassifications from non-accretable difference	282,952
Accretion	(410,446		)
Balance, December 31, 2013	1,158,572
Reclassifications from non-accretable difference	185,604
Accretion	(338,864		)
Balance, December 31, 2014	$	1,005,312

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Loan sales

During the years ended December 31, 2014 , 2013 and 2012 , the Company sold covered 1-4 single family residential loans to third parties on a non-recourse basis. The following table summarizes the impact of these transactions (in thousands):



	2014			2013			2012
UPB of loans sold	$	269,143		$	230,031		$	239,135

Cash proceeds, net of transaction costs	$	177,560		$	116,611		$	103,796
Recorded investment in loans sold	144,231			82,160			103,127
Net pre-tax impact on earnings, excluding gain (loss) on FDIC indemnification	$	33,329		$	34,451		$	669

Gain (loss) on sale of covered loans	$	2,398		$	(16,195	)	$	(29,270	)
Proceeds recorded in interest income	30,931			50,646			29,939
	$	33,329		$	34,451		$	669

Gain (loss) on FDIC indemnification	$	(809	)	$	21,021		$	30,725

For the years ended December 31, 2014 , 2013 and 2012 , covered 1-4 single family residential loans with UPB of $50 million , $102 million and $73 million , respectively, were sold from a pool of ACI loans with a zero carrying value. Proceeds of the sale of loans from this pool, representing realization of accretable yield, were recorded in interest income. The gain or loss on the sale of loans from the remaining pools, representing the difference between the recorded investment and consideration received, was recorded in “Gain (loss) on sale of loans, net” in the accompanying consolidated statements of income.

During the year ended December 31, 2014 , in accordance with the terms of the Commercial Shared-Loss Agreement, the Bank requested and received approval from the FDIC to sell certain covered commercial and consumer loans. These loans were transferred to loans held for sale at the lower of carrying value or fair value, determined at the individual loan level, upon receipt of FDIC approval and sold in March 2014. The reduction of carrying value to fair value for specific loans was recognized in the provision for loan losses.

The following table summarizes the pre-tax impact of these sales, as reflected in the consolidated statements of income for the year ended December 31, 2014 (in thousands):



Cash proceeds, net of transaction costs	$	101,023

Carrying value of loans transferred to loans held for sale	86,521
Provision for loan losses recorded upon transfer to loans held for sale	(3,469		)
Recorded investment in loans sold	83,052
Gain on sale of covered loans	$	17,971

Loss on FDIC indemnification	$	(2,085	)

During the year ended December 31, 2014 , the Company made the decision to terminate its indirect auto lending activities and sold indirect auto loans with a recorded investment of $302.8 million . The total impact of this transaction on pre-tax earnings was not material.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Allowance for loan and lease losses

Activity in the ALLL for the years ended December 31, 2014 , 2013 and 2012 is summarized as follows (in thousands):



	2014
	Residential			Commercial			Consumer			Total
Beginning balance	$	15,353		$	52,185		$	2,187		$	69,725
Provision for (recovery of) loan losses:
ACI loans	—			1,987			324			2,311
Non-ACI loans	(1,891		)	(663		)	—			(2,554		)
New loans	850			42,310			(1,412		)	41,748
Total provision	(1,041		)	43,634			(1,088		)	41,505
Charge-offs:
ACI loans	—			(4,880		)	(324		)	(5,204		)
Non-ACI loans	(3,006		)	(490		)	—			(3,496		)
New loans	—			(7,671		)	(1,083		)	(8,754		)
Total charge-offs	(3,006		)	(13,041		)	(1,407		)	(17,454		)
Recoveries:
Non-ACI loans	19			721			—			740
New loans	—			528			498			1,026
Total recoveries	19			1,249			498			1,766
Ending balance	$	11,325		$	84,027		$	190		$	95,542



	2013
	Residential			Commercial			Consumer			Total
Beginning balance	$	19,164		$	39,543		$	414		$	59,121
Provision for (recovery of) loan losses:
ACI loans	—			(2,891		)	—			(2,891		)
Non-ACI loans	4,043			(2,890		)	—			1,153
New loans	(3,800		)	35,368			2,134			33,702
Total provision	243			29,587			2,134			31,964
Charge-offs:
ACI loans	—			(2,235		)	—			(2,235		)
Non-ACI loans	(4,134		)	(171		)	—			(4,305		)
New loans	(10		)	(17,987		)	(484		)	(18,481		)
Total charge-offs	(4,144		)	(20,393		)	(484		)	(25,021		)
Recoveries:
Non-ACI loans	90			2,690			—			2,780
New loans	—			758			123			881
Total recoveries	90			3,448			123			3,661
Ending balance	$	15,353		$	52,185		$	2,187		$	69,725

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014



	2012
	Residential			Commercial			Consumer		Total
Beginning balance	$	10,175		$	38,176		$	51	$	48,402
Provision for (recovery of) loan losses:
ACI loans	—			(4,347		)	—		(4,347		)
Non-ACI loans	6,175			(2,331		)	—		3,844
New loans	6,060			12,979			360		19,399
Total provision	12,235			6,301			360		18,896
Charge-offs:
ACI loans	—			(3,966		)	—		(3,966		)
Non-ACI loans	(3,275		)	(316		)	—		(3,591		)
New loans	—			(2,929		)	—		(2,929		)
Total charge-offs	(3,275		)	(7,211		)	—		(10,486		)
Recoveries:
Non-ACI loans	29			1,850			—		1,879
New loans	—			427			3		430
Total recoveries	29			2,277			3		2,309
Ending balance	$	19,164		$	39,543		$	414	$	59,121

Revisions to ALLL inputs, as described in Note 1, resulted in increased provisions of approximately $10 million for the year ended December 31, 2014 .

The following table presents information about the balance of the ALLL and related loans as of December 31, 2014 and 2013 (in thousands):



	2014								2013
	Residential		Commercial		Consumer		Total		Residential		Commercial		Consumer		Total
Allowance for loan and lease losses:
Ending balance	$	11,325	$	84,027	$	190	$	95,542	$	15,353	$	52,185	$	2,187	$	69,725
Ending balance: non-ACI and new loans individually evaluated for impairment	$	1,083	$	6,878	$	—	$	7,961	$	855	$	9,467	$	—	$	10,322
Ending balance: non-ACI and new loans collectively evaluated for impairment	$	10,242	$	77,149	$	190	$	87,581	$	14,498	$	39,825	$	2,187	$	56,510
Ending balance: ACI	$	—	$	—	$	—	$	—	$	—	$	2,893	$	—	$	2,893
Ending balance: non-ACI	$	4,192	$	—	$	—	$	4,192	$	9,070	$	432	$	—	$	9,502
Ending balance: new loans	$	7,133	$	84,027	$	190	$	91,350	$	6,283	$	48,860	$	2,187	$	57,330
Loans:															0
Ending balance	$	3,568,529	$	8,819,980	$	26,260	$	12,414,769	$	3,111,167	$	5,720,722	$	221,720	$	9,053,609
Ending balance: non-ACI and new loans individually evaluated for impairment	$	6,406	$	28,978	$	—	$	35,384	$	5,663	$	22,584	$	—	$	28,247
Ending balance: non-ACI and new loans collectively evaluated for impairment	$	2,664,944	$	8,697,600	$	26,246	$	11,388,790	$	2,008,890	$	5,490,324	$	220,041	$	7,719,255
Ending balance: ACI loans	$	897,179	$	93,402	$	14	$	990,595	$	1,096,614	$	207,814	$	1,679	$	1,306,107

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Credit quality information

The tables below present information about loans or ACI pools identified as impaired as of December 31, 2014 and 2013 (in thousands):



	2014						2013
	Recorded Investment		UPB		Related Specific Allowance		Recorded Investment		UPB		Related Specific Allowance
New loans:
With no specific allowance recorded:
Commercial real estate
Owner occupied	$	2,984	$	2,961	$	—	$	1,751	$	1,754	$	—
Non-owner occupied	1,326		1,326		—		1,444		1,444		—
Commercial and industrial	4,830		4,826		—		—		—		—
Commercial finance subsidiaries	1,790		1,790		—		—		—		—
With a specific allowance recorded:
Commercial and industrial	11,152		11,157		4,054		16,048		16,055		8,696
Commercial finance subsidiaries	6,896		6,896		2,824		1,345		1,345		771
Total:
Residential	$	—	$	—	$	—	$	—	$	—	$	—
Commercial	28,978		28,956		6,878		20,588		20,598		9,467
Consumer	—		—		—		—		—		—
	$	28,978	$	28,956	$	6,878	$	20,588	$	20,598	$	9,467
Non-ACI loans:
With no specific allowance recorded:
1-4 single family residential	$	358	$	426	$	—	$	168	$	198	$	—
Home equity loans and lines of credit	1,621		1,647		—		1,703		1,734		—
Commercial and industrial	—		—		—		1,996		1,999		—
With a specific allowance recorded:
1-4 single family residential	3,493		4,158		945		3,564		4,203		827
Home equity loans and lines of credit	934		949		138		228		232		28
Total:
Residential	$	6,406	$	7,180	$	1,083	$	5,663	$	6,367	$	855
Commercial	—		—		—		1,996		1,999		—
	$	6,406	$	7,180	$	1,083	$	7,659	$	8,366	$	855
ACI loans:
With no specific allowance recorded:
Commercial real estate
Non-owner occupied	$	—	$	—	$	—	$	384	$	406	$	—
Construction and land	—		—		—		567		588		—
With a specific allowance recorded:
Multi-family	—		—		—		3,478		3,459		323
Commercial real estate
Owner occupied	—		—		—		2,643		2,812		369
Non-owner occupied	—		—		—		32,436		37,392		1,444
Construction and land	—		—		—		1,686		1,500		192
Commercial and industrial	—		—		—		3,932		4,262		565
	$	—	$	—	$	—	$	45,126	$	50,419	$	2,893

Interest income recognized on impaired loans after impairment was not significant for any of the periods presented.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

The following table presents the average recorded investment in impaired loans for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014						2013						2012
	New Loans		Non-ACI Loans		ACI Loans		New Loans		Non-ACI Loans		ACI Loans		New Loans		Non-ACI Loans		ACI Loans
Residential:
1-4 single family residential	$	—	$	3,748	$	—	$	—	$	3,891	$	—	$	—	$	2,757	$	—
Home equity loans and lines of credit	—		2,417		—		—		1,494		—		—		119		—
	—		6,165		—		—		5,385		—		—		2,876		—
Commercial:
Multi-family	—		—		696		730		—		4,804		4,614		—		11,936
Commercial real estate
Owner occupied	2,949		—		529		—		—		3,260		—		—		5,754
Non-owner occupied	1,385		—		6,564		2,224		—		22,883		1,291		143		36,198
Construction and land	—		—		451		—		—		3,873		190		1,074		12,482
Commercial and industrial	15,058		399		786		16,837		2,424		5,744		7,274		3,749		12,825
Commercial finance subsidiaries	2,680		—		—		1,478		—		—		671		—		—
	22,072		399		9,026		21,269		2,424		40,564		14,040		4,966		79,195
	$	22,072	$	6,564	$	9,026	$	21,269	$	7,809	$	40,564	$	14,040	$	7,842	$	79,195

The following table presents the recorded investment in new and non-ACI loans on non-accrual status as of December 31, 2014 and 2013 (in thousands):



	2014				2013
	New Loans		Non-ACI Loans		New Loans		Non-ACI Loans
Residential:
1-4 single family residential	$	49	$	604	$	194	$	293
Home equity loans and lines of credit	—		3,808		—		6,559
	49		4,412		194		6,852
Commercial:
Commercial real estate
Owner occupied	3,362		—		2,785		—
Non-owner occupied	1,326		—		1,444		52
Construction and land	209		—		244		—
Commercial and industrial	13,666		—		16,448		2,765
Commercial finance subsidiaries	9,226		—		1,534		—
	27,789		—		22,455		2,817
Consumer	173		—		75		—
	$	28,011	$	4,412	$	22,724	$	9,669

As of December 31, 2013 , discount was no longer being accreted on ACI commercial real estate loans with a carrying value of $1 million .

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

There were no new and non-ACI loans contractually delinquent by 90 days or more and still accruing at December 31, 2014 . New and non-ACI loans contractually delinquent by 90 days or more and still accruing totaled $0.5 million at December 31, 2013 . The amount of additional interest income that would have been recognized on non-accrual loans had they performed in accordance with their contractual terms is not material.

Management considers delinquency status to be the most meaningful indicator of the credit quality of 1-4 single family residential, home equity and consumer loans. Delinquency statistics are updated at least monthly. See "Aging of loans" below for more information on the delinquency status of loans. Original LTV and original FICO score are also important indicators of credit quality for the new 1-4 single family residential portfolio.

Internal risk ratings are considered the most meaningful indicator of credit quality for commercial loans. Internal risk ratings are a key factor in identifying loans that are individually evaluated for impairment and impact management’s estimates of loss factors used in determining the amount of the ALLL. Internal risk ratings are updated on a continuous basis. Relationships with balances in excess of $1 million are re-evaluated at least annually and more frequently if circumstances indicate that a change in risk rating may be warranted. Loans exhibiting potential credit weaknesses that deserve management’s close attention and that if left uncorrected may result in deterioration of the repayment capacity of the borrower are categorized as special mention. Loans with well-defined credit weaknesses, including payment defaults, declining collateral values, frequent overdrafts, operating losses, increasing balance sheet leverage, inadequate cash flow, project cost overruns, unreasonable construction delays, past due real estate taxes or exhausted interest reserves, are assigned an internal risk rating of substandard. A loan with a weakness so severe that collection in full is highly questionable or improbable will be assigned an internal risk rating of doubtful.

The following tables summarize key indicators of credit quality for the Company's loans as of December 31, 2014 and 2013 . Amounts are net of premiums, discounts and deferred fees and costs (in thousands):

1-4 Single Family Residential credit exposure for new loans, based on original LTV and FICO score:



	2014
	FICO
LTV	720 or less		721 - 740		741 - 760		761 or greater		Total
60% or less	$	64,590	$	79,518	$	128,115	$	596,843	$	869,066
60% - 70%	55,075		63,642		102,054		424,487		645,258
70% - 80%	43,316		98,052		170,305		650,165		961,838
More than 80%	28,218		3,261		3,450		11,747		46,676
	$	191,199	$	244,473	$	403,924	$	1,683,242	$	2,522,838



	2013
	FICO
LTV	720 or less		721 - 740		741 - 760		761 or greater		Total
60% or less	$	37,293	$	60,626	$	86,920	$	473,250	$	658,089
60% - 70%	25,861		45,485		77,253		308,242		456,841
70% - 80%	19,610		60,021		116,332		472,279		668,242
More than 80%	26,492		5,487		3,166		9,463		44,608
	$	109,256	$	171,619	$	283,671	$	1,263,234	$	1,827,780

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Commercial credit exposure, based on internal risk rating:



	2014
			Commercial Real Estate
	Multi-Family		Owner Occupied		Non-Owner Occupied		Construction and Land		Commercial and Industrial		Commercial Finance Subsidiaries		Total
New loans:
Pass	$	1,930,324	$	995,062	$	1,750,753	$	166,929	$	2,364,792	$	1,441,670	$	8,649,530
Special mention	—		8,303		—		—		9,165		7,155		24,623
Substandard	408		6,426		1,326		209		21,501		11,044		40,914
Doubtful	—		—		—		—		5,121		6,390		11,511
	$	1,930,732	$	1,009,791	$	1,752,079	$	167,138	$	2,400,579	$	1,466,259	$	8,726,578
ACI loans:
Pass	$	22,762	$	34,440	$	30,101	$	2,007	$	1,156	$	—	$	90,466
Special mention	—		—		509		—		—		—		509
Substandard	2,202		—		152		—		67		—		2,421
Doubtful	—		—		—		—		6		—		6
	$	24,964	$	34,440	$	30,762	$	2,007	$	1,229	$	—	$	93,402



	2013
			Commercial Real Estate
	Multi-Family		Owner Occupied		Non-Owner Occupied		Construction and Land		Commercial and Industrial		Commercial Finance Subsidiaries		Total
New loans:
Pass	$	1,098,383	$	704,403	$	946,208	$	137,513	$	1,624,492	$	950,831	$	5,461,830
Special mention	—		—		—		—		3,513		4,379		7,892
Substandard	770		7,080		1,444		244		15,672		833		26,043
Doubtful	—		51		—		—		8,918		771		9,740
	$	1,099,153	$	711,534	$	947,652	$	137,757	$	1,652,595	$	956,814	$	5,505,505
Non-ACI loans:
Pass	$	—	$	687	$	—	$	688	$	3,177	$	—	$	4,552
Substandard	—		—		52		—		2,379		—		2,431
Doubtful	—		—		—		—		420		—		420
	$	—	$	687	$	52	$	688	$	5,976	$	—	$	7,403
ACI loans:
Pass	$	31,002	$	40,725	$	53,238	$	7,373	$	1,824	$	—	$	134,162
Special mention	—		1,000		3,361		—		—		—		4,361
Substandard	10,445		13,454		37,845		3,227		4,206		—		69,177
Doubtful	—		—		94		—		20		—		114
	$	41,447	$	55,179	$	94,538	$	10,600	$	6,050	$	—	$	207,814

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Aging of loans:

The following table presents an aging of loans as of December 31, 2014 and 2013 . Amounts are net of premiums, discounts and deferred fees and costs (in thousands):



	2014										2013
	Current		30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or More Past Due or in Foreclosure		Total		Current		30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or More Past Due or in Foreclosure		Total
New loans:
1-4 single family residential	$	2,518,357	$	4,432	$	—	$	49	$	2,522,838	$	1,824,084	$	2,990	$	109	$	597	$	1,827,780
Home equity loans and lines of credit	1,827		—		—		—		1,827		1,535		—		—		—		1,535
Multi-family	1,929,546		1,186		—		—		1,930,732		1,099,153		—		—		—		1,099,153
Commercial real estate
Owner occupied	1,008,576		836		—		379		1,009,791		710,938		—		—		596		711,534
Non-owner occupied	1,752,079		—		—		—		1,752,079		947,652		—		—		—		947,652
Construction and land	167,138		—		—		—		167,138		137,757		—		—		—		137,757
Commercial and industrial	2,396,549		1,696		327		2,007		2,400,579		1,644,292		494		165		7,644		1,652,595
Commercial finance subsidiaries	1,458,890		5,208		246		1,915		1,466,259		956,673		116		25		—		956,814
Consumer	26,116		2		10		118		26,246		219,083		766		161		31		220,041
	$	11,259,078	$	13,360	$	583	$	4,468	$	11,277,489	$	7,541,167	$	4,366	$	460	$	8,868	$	7,554,861
Non-ACI loans:
1-4 single family residential	$	45,959	$	602	$	563	$	41	$	47,165	$	56,248	$	3,129	$	293	$	—	$	59,670
Home equity loans and lines of credit	93,427		1,739		546		3,808		99,520		116,036		2,417		556		6,559		125,568
Commercial real estate
Owner occupied	—		—		—		—		—		687		—		—		—		687
Non-owner occupied	—		—		—		—		—		52		—		—		—		52
Construction and land	—		—		—		—		—		688		—		—		—		688
Commercial and industrial	—		—		—		—		—		3,722		—		4		2,250		5,976
	$	139,386	$	2,341	$	1,109	$	3,849	$	146,685	$	177,433	$	5,546	$	853	$	8,809	$	192,641
ACI loans:
1-4 single family residential	$	829,412	$	18,463	$	4,689	$	21,958	$	874,522	$	957,791	$	33,067	$	10,279	$	55,875	$	1,057,012
Home equity loans and lines of credit	20,474		558		125		1,500		22,657		33,967		1,150		329		4,156		39,602
Multi-family	24,964		—		—		—		24,964		38,877		—		—		2,570		41,447
Commercial real estate
Owner occupied	34,440		—		—		—		34,440		54,501		253		—		425		55,179
Non-owner occupied	30,746		9		—		7		30,762		81,754		3,245		—		9,539		94,538
Construction and land	2,007		—		—		—		2,007		7,373		—		—		3,227		10,600
Commercial and industrial	1,196		3		—		30		1,229		3,193		—		—		2,857		6,050
Consumer	14		—		—		—		14		1,477		—		201		1		1,679
	$	943,253	$	19,033	$	4,814	$	23,495	$	990,595	$	1,178,933	$	37,715	$	10,809	$	78,650	$	1,306,107

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

1-4 single family residential and home equity ACI loans that are contractually delinquent by more than 90 days and accounted for in pools that are on accrual status because discount continues to be accreted totaled $23 million and $60 million at December 31, 2014 and 2013 , respectively. The recorded investment in commercial and commercial real estate ACI loans that were contractually delinquent in excess of ninety days but still classified as accruing loans due to discount accretion totaled $18 million at December 31, 2013 .

Loan Concentrations

At December 31, 2014 and 2013 , 1-4 single family residential loans outstanding were to customers domiciled in the following states (dollars in thousands)



	2014
							Percent of Total
	New Loans		Covered Loans		Total		New Loans		Total Loans
California	$	1,045,430	$	66,105	$	1,111,535	41.4	%	32.3	%
Florida	335,073		483,297		818,370		13.3	%	23.8	%
New York	318,484		27,568		346,052		12.6	%	10.0	%
Others	823,851		344,717		1,168,568		32.7	%	33.9	%
	$	2,522,838	$	921,687	$	3,444,525	100.0	%	100.0	%



	2013
							Percent of Total
	New Loans		Covered Loans		Total		New Loans		Total Loans
California	$	865,342	$	80,919	$	946,261	47.3	%	32.1	%
Florida	241,827		604,384		846,211		13.2	%	28.7	%
New York	119,147		31,406		150,553		6.5	%	5.1	%
Others	601,464		399,973		1,001,437		33.0	%	34.1	%
	$	1,827,780	$	1,116,682	$	2,944,462	100.0	%	100.0	%

No other state represented borrowers with more than 5.0% of new or total 1-4 single family residential loans outstanding at December 31, 2014 . At December 31, 2014, 48.3% and 36.6% , respectively, of loans in the new commercial portfolio were to borrowers in Florida and the New York tri-state area, respectively.

Troubled debt restructurings:

Modifications during the years ended December 31, 2014 , 2013 and 2012 included restructuring of the amount and timing of required periodic payments, extensions of maturity and residential modifications under the U.S. Treasury Department’s Home Affordable Modification Program (“HAMP”). Included in TDRs are residential loans to borrowers who have not reaffirmed their debt discharged in Chapter 7 bankruptcy. The total amount of such loans is not material. Modified ACI loans accounted for in pools are not considered TDRs, are not separated from the pools and are not classified as impaired loans. Because of the immateriality of the number and dollar amount of loans modified in TDRs and nature of the modifications, the modifications did not have a material impact on the Company’s consolidated financial statements or on the determination of the amount of the ALLL for the years ended December 31, 2014 , 2013 and 2012 .

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 6 FDIC Indemnification Asset

When the Company recognizes gains or losses related to covered assets in its consolidated financial statements, changes in the estimated amount recoverable from the FDIC under the Loss Sharing Agreements with respect to those gains or losses are also reflected in the consolidated financial statements. Covered loans may be resolved through prepayment, short sale of the underlying collateral, foreclosure, sale of the loans or charge-off. For loans resolved through prepayment, short sale or foreclosure, the difference between consideration received in satisfaction of the loans and the carrying value of the loans is recognized in the statement of income line item “Income from resolution of covered assets, net.” Losses from the resolution of covered loans increase the amount recoverable from the FDIC under the Loss Sharing Agreements. Gains from the resolution of covered loans reduce the amount recoverable from the FDIC under the Loss Sharing Agreements. Similarly, differences in proceeds received on the sale of OREO and covered loans and their carrying amounts result in gains or losses and reduce or increase the amount recoverable from the FDIC under the Loss Sharing Agreements. Increases in valuation allowances or impairment charges related to covered assets also increase the amount estimated to be recoverable from the FDIC. These additions to or reductions in amounts recoverable from the FDIC related to transactions in the covered assets are recorded in the consolidated statement of income line item “Net loss on FDIC indemnification” and reflected as corresponding increases or decreases in the FDIC indemnification asset.

In addition, recoveries of previously indemnified losses on commercial loans and gains on the sale of investment securities that were previously covered under the Commercial Shared-Loss Agreement result in reimbursements due to the FDIC. These transactions are included in the tables below. Amounts payable to the FDIC resulting from these transactions are recognized in other liabilities in the consolidated balance sheet at December 31, 2014 .

The following tables summarize the components of the gains and losses associated with covered assets, along with the related additions to or reductions in the amounts recoverable from the FDIC under the Loss Sharing Agreements, as reflected in the consolidated statements of income for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014
	Transaction Income		Net Loss on FDIC Indemnification			Net Impact on Pre-tax Earnings
Recovery of losses on covered loans (1)	$	33	$	(54	)	$	(21	)
Income from resolution of covered assets, net	49,082		(39,127		)	9,955
Gain on sale of covered loans	20,369		(5,338		)	15,031
Gain on covered investment securities available for sale	209		(167		)	42
Gain on covered OREO	2,744		(1,710		)	1,034
	$	72,437	$	(46,396	)	$	26,041


(1)	Transaction income includes provisions of $210 related to unfunded loan commitments included in other non-interest expense in the accompanying consolidated income statement.



	2013
	Transaction Income (Loss)			Net Loss on FDIC Indemnification			Net Impact on Pre-tax Earnings
Recovery of losses on covered loans	$	1,738		$	(1,574	)	$	164
Income from resolution of covered assets, net	78,862			(64,793		)	14,069
Loss on sale of covered loans	(16,195		)	21,021			4,826
Loss on covered investment securities available for sale	(963		)	770			(193		)
Gain on covered OREO	7,629			(6,062		)	1,567
	$	71,071		$	(50,638	)	$	20,433

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014



	2012
	Transaction Income (Loss)			Net Loss on FDIC Indemnification			Net Impact on Pre-tax Earnings
Recovery of losses on covered loans	$	503		$	344		$	847
Income from resolution of covered assets, net	51,016			(41,962		)	9,054
Loss on sale of covered loans	(29,270		)	30,725			1,455
Loss on covered OREO	(5,762		)	4,863			(899		)
	$	16,487		$	(6,030	)	$	10,457

For a number of reasons, the gain or loss on FDIC indemnification may not bear the relationship to net income or loss from transactions in the covered assets that might generally be expected based on the Loss Sharing Agreements. These reasons include, but are not limited to, the fact that the amount of indemnification from the resolution of covered loans is generally based on the UPB of the loans rather than carrying value and proceeds in excess of the contractual UPB of the loans are not subject to loss sharing.

Changes in the FDIC indemnification asset and in the liability to the FDIC for recoveries related to assets previously covered under the Commercial Shared-Loss Agreement for the years ended December 31, 2014 , 2013 and 2012 , were as follows (in thousands):



Balance at December 31, 2011	$	2,049,151
Accretion	15,306
Reduction for claims filed	(600,857		)
Net loss on FDIC indemnification	(6,030		)
Balance at December 31, 2012	1,457,570
Amortization	(36,943		)
Reduction for claims filed	(164,872		)
Net loss on FDIC indemnification	(50,638		)
Balance at December 31, 2013	1,205,117
Amortization	(69,470		)
Reduction for claims filed	(114,916		)
Net loss on FDIC indemnification	(46,396		)
Balance at December 31, 2014	$	974,335

The balance at December 31, 2014 is reflected in the consolidated balance sheet as follows (in thousands):



FDIC indemnification asset	$	974,704
Other liabilities	(369		)
	$	974,335

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 7 Equipment Under Operating Lease

Equipment under operating lease consists of rail cars. The components of equipment under operating lease as of December 31, 2014 and 2013 are summarized as follows (in thousands):



	2014			2013
Equipment under operating lease	$	324,295		$	201,163
Less: accumulated depreciation	(9,737		)	(4,680		)
Equipment under operating lease, net	$	314,558		$	196,483

Depreciation expense related to equipment under operating lease was $8.8 million , $4.3 million and $0.4 million for the years ended December 31, 2014 , 2013 and 2012 , respectively.

At December 31, 2014 , scheduled minimum rental payments under operating leases were as follows (in thousands):



Years Ending December 31:
2015	$	23,902
2016	23,792
2017	21,583
2018	18,992
2019	16,511
Thereafter through 2024	24,243
	$	129,023

Note 8 Other Real Estate Owned

An analysis of OREO activity for the years ended December 31, 2014 , 2013 and 2012 follows (in thousands):



	2014			2013			2012
Balance, beginning of period	$	40,570		$	76,022		$	123,737
Transfers from loan portfolio	26,564			68,084			151,302
Sales	(52,119		)	(101,597		)	(189,091		)
Impairment	(1,235		)	(1,939		)	(9,926		)
Balance, end of period	$	13,780		$	40,570		$	76,022

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 9 Premises and Equipment and Lease Commitments

Premises and equipment are included in other assets in the accompanying consolidated balance sheets and are summarized as follows as of December 31, 2014 and 2013 (in thousands):



	2014			2013
Buildings and improvements	$	25,739		$	18,049
Leasehold improvements	61,336			47,912
Construction in progress	149			3,293
Furniture, fixtures and equipment	34,542			29,880
Computer equipment	13,555			11,212
Software and software licensing rights	31,672			26,855
	166,993			137,201
Less: accumulated depreciation	(61,808		)	(42,923		)
Premises and equipment, net	$	105,185		$	94,278

Buildings and improvements includes $11 million and $2 million related to property under capital lease at December 31, 2014 and 2013 , respectively.

Depreciation and amortization expense related to premises and equipment, including amortization of assets recorded under capital leases, was $22.1 million , $18.2 million and $14.0 million for the years ended December 31, 2014 , 2013 and 2012 , respectively.

The Company leases branch and office facilities under operating leases, most of which contain renewal options under various terms. Total rent expense under operating leases for the years ended December 31, 2014 , 2013 and 2012 was $25.4 million , $26.0 million and $23.3 million , respectively.

As of December 31, 2014 , future minimum rentals under non-cancelable operating leases with initial or remaining terms in excess of one year were as follows (in thousands):



Years ending December 31:
2015	$	20,834
2016	20,350
2017	20,188
2018	18,989
2019	17,383
Thereafter through 2034	81,756
	$	179,500

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 10 Deposits

The following table presents average balances and weighted average rates paid on deposits for the years ended December 31, 2014 , 2013 and 2012 (dollars in thousands):



	2014				2013				2012
	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid
Demand deposits:
Non-interest bearing	$	2,366,621	—	%	$	1,586,007	—	%	$	1,099,448	—	%
Interest bearing	773,655		0.42	%	582,623		0.46	%	504,614		0.63	%
Money market	4,444,753		0.54	%	3,403,276		0.51	%	2,838,735		0.63	%
Savings	647,691		0.30	%	877,255		0.37	%	1,073,709		0.58	%
Time	3,716,611		1.18	%	2,844,377		1.31	%	2,632,451		1.48	%
	$	11,949,331	0.61	%	$	9,293,538	0.65	%	$	8,148,957	0.81	%

Time deposit accounts with balances of $100,000 or more totaled approximately $2.9 billion and $2.1 billion at December 31, 2014 and 2013 , respectively. Time deposit accounts with balances of $250,000 or more totaled $1.3 billion and $829 million at December 31, 2014 and 2013 , respectively.

The following table presents maturities of time deposits as of December 31, 2014 (in thousands):



Maturing in:
2015	$	3,205,042
2016	478,714
2017	289,236
2018	11,023
2019	17,774
Thereafter through 2023	136
	$	4,001,925

Included in deposits at December 31, 2014 are public funds deposits of $1.8 billion and brokered deposits of $345 million . Investment securities available for sale with a carrying value of $456 million and a standby letter of credit issued by the FHLB on the Bank's behalf in the amount of $400 million were pledged as security for public funds deposits at December 31, 2014 .

Interest expense on deposits for the years ended December 31, 2014 , 2013 and 2012 was as follows (in thousands):



	2014		2013		2012
Interest bearing demand	$	3,254	$	2,698	$	3,155
Money market	23,944		17,355		17,878
Savings	1,971		3,265		6,215
Time	43,792		37,248		38,930
	$	72,961	$	60,566	$	66,178

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 11 Federal Home Loan Bank Advances and Other Borrowings

At December 31, 2014 and 2013 outstanding FHLB advances and other borrowings consisted of the following (dollars in thousands):



	2014		2013
FHLB advances	$	3,307,932	$	2,412,050
Securities sold under agreements to repurchase	—		346
Capital lease obligations	10,627		1,917
	$	3,318,559	$	2,414,313

Securities sold under agreements to repurchase are offered to certain deposit customers, generally mature daily, and are not a significant source of funds for the Company. As of December 31, 2014 and 2013, the Company had pledged securities with a carrying value of approximately $21 million and $23 million , respectively, as collateral for securities sold under agreements to repurchase.

The following table presents information about outstanding FHLB advances as of December 31, 2014 (dollars in thousands):



				Range of Interest Rates
				Range of Interest Rates				Weighted Average Rate
	Amount			Minimum		Maximum		Weighted Average Rate
Maturing in:
2015—31 days or less	$	525,000		0.17	%	0.26	%	0.22	%
2015—Over 31 days	2,080,350			—	%	0.79	%	0.31	%
2016	450,000			0.51	%	0.79	%	0.63	%
2017	255,000			0.95	%	1.31	%	1.05	%
Total contractual balance outstanding	3,310,350
Unamortized modification costs	(2,418		)
Carrying value	$	3,307,932

During 2012, the Company modified FHLB advances with an outstanding balance of $105 million , extending the maturity and reducing the rate on the advances, incurring modification fees of $5.3 million . Additionally, during 2012, the Company elected to prepay $520 million of FHLB advances with a carrying value of $524 million for an aggregate cash payment of $538 million . The Company recorded a loss of $14.2 million on this extinguishment of debt.

Deferred modification costs on FHLB advances are being amortized as adjustments to interest expense over the remaining terms of the related advances using the effective yield method. Prior to 2014, acquisition accounting fair value adjustments were also being amortized. The amortization of these adjustments and costs increased (reduced) interest expense by $882 thousand , $131 thousand and $(14.8) million during the years ended December 31, 2014 , 2013 and 2012 , respectively.

The terms of the Company's security agreement with the FHLB require a specific assignment of collateral consisting of qualifying first mortgage loans, commercial real estate loans, home equity lines of credit and mortgage-backed securities with unpaid principal amounts discounted at various stipulated percentages at least equal to 100% of outstanding FHLB advances. As of December 31, 2014 , the Company had pledged investment securities and real estate loans with an aggregate carrying amount of approximately $5.9 billion as collateral for advances from the FHLB.

At December 31, 2014 , BankUnited had available borrowing capacity at the FHLB of approximately $1.5 billion , unused borrowing capacity at the FRB of approximately $88 million and unused Federal funds lines of credit with other financial institutions totaling $175 million .

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 12 Income Taxes

The components of the provision for income taxes for the years ended December 31, 2014 , 2013 and 2012 were as follows (in thousands):



	2014			2013		2012
Current:
Federal	$	121,063		$	94,724	$	170,973
State	7,549			6,105		34,860
	128,612			100,829		205,833
Deferred:
Federal	(27,468		)	5,028		(60,985		)
State	(12,109		)	3,209		(11,243		)
	(39,577		)	8,237		(72,228		)
	$	89,035		$	109,066	$	133,605

A reconciliation of expected income tax expense at the statutory federal income tax rate of 35% to the Company’s effective income tax rate for the years ended December 31, 2014 , 2013 and 2012 follows (dollars in thousands):



	2014					2013					2012
	Amount			Percent		Amount			Percent		Amount			Percent
Tax expense calculated at the statutory federal income tax rate	$	102,637		35.00	%	$	111,301		35.00	%	$	120,703		35.00	%
Increases (decreases) resulting from:
Income not subject to tax	(10,056		)	(3.43	)%	(7,065		)	(2.22	)%	(6,019		)	(1.75	)%
State income taxes, net of federal tax benefit	6,259			2.13	%	9,896			3.11	%	12,967			3.76	%
Uncertain tax positions - lapse of statute of limitations	(5,098		)	(1.74	)%	(3,597		)	(1.13	)%	—			—	%
Other, net	(4,707		)	(1.60	)%	(1,469		)	(0.46	)%	5,954			1.73	%
	89,035			30.36	%	109,066			34.30	%	133,605			38.74	%

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

The components of deferred tax assets and liabilities at December 31, 2014 and 2013 were as follows (in thousands):



	2014		2013
Deferred tax assets:
Excess of tax basis over carrying value of acquired loans	$	152,870	$	199,715
Allowance for loan and lease losses	37,091		26,639
Acquisition costs	11,257		12,119
Net operating loss and tax credit carryforwards	10,525		6,894
Net unrealized losses on derivatives designated as cash flow hedges	13,836		7,080
Other	21,171		19,210
Gross deferred tax assets	246,750		271,657
Deferred tax liabilities:
Deferred tax gain resulting from the FSB Acquisition	—		107,512
Net unrealized gains on investment securities available for sale	43,123		43,177
Lease financing, due to differences in depreciation	71,024		34,624
Premises and equipment, due to differences in depreciation	8,851		10,457
Other	6,537		5,261
Gross deferred tax liabilities	129,535		201,031
Net deferred tax asset	$	117,215	$	70,626

Based on the evaluation of available evidence, management has concluded that it is more likely than not that the existing deferred tax assets will be realized. The primary factors supporting this conclusion are the amount of taxable income available for carryback and the amount of future taxable income that will result from the scheduled reversal of existing deferred tax liabilities.

At December 31, 2014 , remaining net operating loss and tax credit carryforwards included federal net operating loss carryforwards resulting from the acquisition of Herald in the amount of $16.9 million , expiring from 2029 through 2032, Florida net operating loss carryforwards in the amount of $85.7 million , expiring from 2030 through 2034, and state tax credit carryforwards of $1.6 million , expiring in 2018. The Company established deferred tax assets of $2.9 million for the year ended December 31, 2014 related to Florida net operating losses and recognized current tax benefits of $0.8 million related to the usage of federal net operating losses for each of the years ended December 31, 2014 , 2013 and 2012 .

Deferred tax benefits of $2.4 million were recognized for the year ended December 31, 2014 related to enacted changes in state tax laws.

The Company has a liability for unrecognized tax benefits relating to uncertain tax positions primarily for state tax contingencies in several jurisdictions. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the years ended December 31, 2014 , 2013 and 2012 follows (in thousands):



	2014			2013			2012
Balance, beginning of period	$	21,898		$	24,790		$	20,961
Additions for tax positions related to the current year	3,797			699			1,246
Additions for tax positions related to prior periods	22,089			—			—
Reductions due to settlements with taxing authorities	(3,807		)	—			(41		)
Reductions due to lapse of the statute of limitations	(4,739		)	(3,340		)	—
	39,238			22,149			22,166
Interest and penalties	(2,616		)	(251		)	2,624
Balance, end of period	$	36,622		$	21,898		$	24,790

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

As of December 31, 2014 , 2013 and 2012 , the Company had $21.3 million , $10.0 million and $11.7 million of unrecognized state tax benefits, net of federal tax benefits, that if recognized would have impacted the effective tax rate. Unrecognized tax benefits related to state income tax contingencies that may decrease during the 12 months subsequent to December 31, 2014 as a result of the lapse in the statute of limitations total approximately $5.8 million .

Interest and penalties related to unrecognized tax benefits are included in the provision for income taxes in the consolidated statements of income. At December 31, 2014 and 2013 , accrued interest and penalties included in the consolidated balance sheets, net of federal tax benefits, were $3.2 million and $5.5 million , respectively. The total amounts of interest and penalties, net of federal tax benefits, recognized through income tax expense were $(2.3) million , $(0.3) million and $2.1 million in 2014 , 2013 and 2012 , respectively, including the reversal of $3.2 million and $1.4 million of interest and penalties due to lapse of the statute of limitations in 2014 and 2013 , respectively.

The Company and its subsidiaries file a consolidated federal income tax return as well as combined state income tax returns where combined filings are required. In June 2013, the federal income tax audit for the 2009 tax year was closed, with no material adjustments required. Income tax returns for the tax years ended December 31, 2014, 2013, 2012, 2011 and 2010 remain subject to examination in the U.S. Federal and various state tax jurisdictions. The tax year ended December 31, 2009 remains subject to examination by the state of Florida.

Note 13 Derivatives and Hedging Activities

The Company uses interest rate swaps to manage interest rate risk related to variable rate FHLB advances and certificates of deposit with maturities of one year , which expose the Company to variability in cash flows due to changes in interest rates. The Company enters into LIBOR-based interest rate swaps that are designated as cash flow hedges with the objective of limiting the variability of interest payment cash flows resulting from changes in the benchmark interest rate LIBOR.

The Company also enters into interest rate derivative contracts with certain of its commercial borrowers to enable those borrowers to manage their exposure to interest rate fluctuations. To mitigate interest rate risk associated with these derivative contracts, the Company enters into offsetting derivative contract positions with primary dealers. These interest rate derivative contracts are not designated as hedging instruments; therefore, changes in the fair value of these derivatives are recognized immediately in earnings. The impact on earnings related to changes in fair value of these derivatives for the years ended December 31, 2014 , 2013 and 2012 was not material.

The Company may be exposed to credit risk in the event of non-performance by the counterparties to its interest rate derivative agreements. The Company assesses the credit risk of its financial institution counterparties by monitoring publicly available credit rating and financial information. The Company manages dealer credit risk by entering into interest rate derivatives only with primary and highly rated counterparties, the use of International Swaps and Derivatives Association ("ISDA") master agreements and counterparty limits. The agreements contain bilateral collateral arrangements with the amount of collateral to be posted generally governed by the settlement value of outstanding swaps. The Company manages the risk of default by its borrower counterparties through its normal loan underwriting and credit monitoring policies and procedures. The Company does not currently anticipate any losses from failure of interest rate derivative counterparties to honor their obligations.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

The following tables set forth certain information concerning the Company’s interest rate contract derivative financial instruments and related hedged items at December 31, 2014 and 2013 (dollars in thousands):



	2014
		Weighted Average Pay Rate	Weighted Average Receive Rate	Weighted Average Remaining Life in Years
					Notional Amount		Balance Sheet Location	Fair value
	Hedged Item				Notional Amount		Balance Sheet Location	Asset		Liability

Derivatives designated as cash flow hedges:
Pay-fixed interest rate swaps	Variability of interest cash flows on certificates of deposit	3.11%	12-Month Libor	0.8	$	225,000	Other liabilities	$	—	$	(5,741	)
Pay-fixed interest rate swaps	Variability of interest cash flows on variable rate borrowings	1.61%	3-Month Libor	2.8	1,505,000		Other assets / Other liabilities	4,083		(19,639		)
Pay-fixed forward-starting interest rate swaps	Variability of interest cash flows on variable rate borrowings	3.43%	3-Month Libor	12.5	300,000		Other assets / Other liabilities	—		(18,115		)
Derivatives not designated as hedges:
Pay-fixed interest rate swaps and caps		4.34%	Indexed to 1-month Libor	6.3	537,368		Other assets / Other liabilities	60		(25,622		)
Pay-variable interest rate swaps and caps		Indexed to 1-month Libor	4.34%	6.3	537,368		Other assets / Other liabilities	25,622		(60		)
					$	3,104,736		$	29,765	$	(69,177	)



	2013
		Weighted Average Pay Rate	Weighted Average Receive Rate	Weighted Average Remaining Life in Years
					Notional Amount		Balance Sheet Location	Fair value
	Hedged Item				Notional Amount		Balance Sheet Location	Asset		Liability

Derivatives designated as cash flow hedges:
Pay-fixed interest rate swaps	Variability of interest cash flows on certificates of deposit	3.11%	12-Month Libor	1.9	$	225,000	Other liabilities	$	—	$	(10,591	)
Pay-fixed interest rate swaps	Variability of interest cash flows on variable rate borrowings	1.61%	3-Month Libor	3.8	1,505,000		Other assets / Other liabilities	16,960		(28,326		)
Derivatives not designated as hedges:
Pay-fixed interest rate swaps and caps		4.62%	Indexed to 1-month Libor	6.4	283,751		Other assets / Other liabilities	1,055		(3,816		)
Pay-variable interest rate swaps and caps		Indexed to 1-month Libor	4.62%	6.4	283,751		Other assets / Other liabilities	3,816		(1,055		)
					$	2,297,502		$	21,831	$	(43,788	)

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

The following table provides information about gains and losses related to interest rate contract derivative instruments designated as cash flow hedges for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014			2013			2012
Amount of loss reclassified from AOCI into interest expense during the period (effective portion)	$	(26,671	)	$	(21,827	)	$	(17,962	)
Amount of loss related to termination of cash flow hedges reclassified from AOCI into non-interest income during the period	$	—		$	—		$	(8,701	)
Amount of gain (loss) recognized in income during the period (ineffective portion)	$	—		$	—		$	—

During the years ended December 31, 2014 and 2013 , no derivative positions designated as cash flow hedges were discontinued and none of the gains and losses reported in AOCI were reclassified into earnings as a result of the discontinuance of cash flow hedges or because of the early extinguishment of debt. During the year ended December 31, 2012, a derivative position designated as a cash flow hedge with a notional amount of $120 million was discontinued and a loss of $8.7 million was reclassified from AOCI into earnings as a result of the discontinuance of the cash flow hedge and the early extinguishment of related variable rate debt. As of December 31, 2014 , the amount expected to be reclassified from AOCI into income during the next twelve months was $22.9 million .

Some of the Company’s ISDA master agreements with financial institution counterparties contain provisions that permit either counterparty to terminate the agreements and require settlement in the event that regulatory capital ratios fall below certain designated thresholds, upon the initiation of other defined regulatory actions or upon suspension or withdrawal of the Bank’s credit rating. The Company does not offset assets and liabilities under these agreements for financial reporting purposes. Currently, there are no circumstances that would trigger these provisions of the agreements. Information on interest rate swaps subject to master netting agreements is as follows at December 31, 2014 and 2013 (in thousands):



	2014
				Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet			Gross Amounts Not Offset in Balance Sheet
	Gross Amounts Recognized			Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet			Derivative Instruments			Collateral Pledged		Net Amount

Derivative assets	$	4,143		$	—	$	4,143		$	(4,143	)	$	—	$	—
Derivative liabilities	(69,117		)	—		(69,117		)	4,143			64,974		—
	$	(64,974	)	$	—	$	(64,974	)	$	—		$	64,974	$	—



	2013
				Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet			Gross Amounts Not Offset in Balance Sheet
	Gross Amounts Recognized			Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet			Derivative Instruments			Collateral Pledged			Net Amount

Derivative assets	$	18,015		$	—	$	18,015		$	(2,010	)	$	(14,714	)	$	1,291
Derivative liabilities	(42,733		)	—		(42,733		)	2,010			40,723			—
	$	(24,718	)	$	—	$	(24,718	)	$	—		$	26,009		$	1,291

The difference between the amounts reported for interest rate swaps subject to master netting agreements and the total fair value of interest rate contract derivative financial instruments reported in the consolidated balance sheets is related to interest rate contracts entered into with borrowers not subject to master netting agreements.

At December 31, 2014 , the Company has pledged investment securities available for sale with a carrying amount of $53 million and cash on deposit of $33 million as collateral for interest rate swaps in a liability position. No financial collateral was

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

pledged by counterparties to the Company for interest rate swaps in an asset position. The amount of collateral required to be posted by the Company varies based on the settlement value of outstanding swaps and in some cases may include initial margin requirements.

The Company enters into commitments to fund residential mortgage loans with the intention that these loans will subsequently be sold into the secondary market. A mortgage loan commitment binds the Company to lend funds to a potential borrower at a specified interest rate within a specified period of time, generally 30 to 75 days. These commitments are considered derivative instruments. The notional amount of outstanding mortgage loan commitment derivatives was $3 million at both December 31, 2014 and 2013 . Outstanding derivative loan commitments expose the Company to the risk that the price of the loans arising from exercise of the commitments might decline from inception of the commitment to funding of the loan. To protect against the price risk inherent in derivative loan commitments, the Company utilizes “best efforts” forward loan sale commitments. Under a “best efforts” contract, the Company commits to deliver an individual mortgage loan to an investor if the loan to the underlying borrower closes. Generally, the price the investor will pay the Company for a loan is specified prior to the loan being funded. These commitments are considered derivative instruments once the underlying loans are funded. The notional amount of forward loan sale commitment derivatives was $1.4 million and $0.2 million at December 31, 2014 and 2013 , respectively. The fair value of loan commitment and forward sale commitment derivatives was nominal at December 31, 2014 and 2013 .

Note 14 Stockholders’ Equity

In conjunction with the acquisition of Herald, the Company issued 1,834,160 warrants to purchase its common stock to certain former shareholders of Herald. The warrants expire in November 2018. Each warrant is exercisable at an exercise price of $9.47 , in exchange for which the holder is entitled to receive 0.0827 shares of BKU common stock and cash of $1.73 .

Accumulated Other Comprehensive Income

Changes in AOCI for the years ended December 31, 2014 , 2013 and 2012 are summarized as follows (in thousands):



	2014
	Before Tax			Tax Effect			Net of Tax
Unrealized gains on investment securities available for sale:
Net unrealized holding gain arising during the period	$	3,134		$	(1,195	)	$	1,939
Amounts reclassified to gain on investment securities available for sale, net	(3,859		)	1,489			(2,370		)
Net change in unrealized gains on investment securities available for sale	(725		)	294			(431		)
Unrealized losses on derivative instruments:
Net unrealized holding loss arising during the period	(44,086		)	17,006			(27,080		)
Amounts reclassified to interest expense on deposits	5,675			(2,189		)	3,486
Amounts reclassified to interest expense on borrowings	20,996			(8,099		)	12,897
Net change in unrealized losses on derivative instruments	(17,415		)	6,718			(10,697		)
Other comprehensive loss	$	(18,140	)	$	7,012		$	(11,128	)

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014



	2013
	Before Tax			Tax Effect			Net of Tax
Unrealized gains on investment securities available for sale:
Net unrealized holding loss arising during the period	$	(64,330	)	$	24,784		$	(39,546	)
Amounts reclassified to gain on investment securities available for sale, net	(8,629		)	3,329			(5,300		)
Net change in unrealized gains on investment securities available for sale	(72,959		)	28,113			(44,846		)
Unrealized losses on derivative instruments:
Net unrealized holding gain arising during the period	8,046			(3,104		)	4,942
Amounts reclassified to interest expense on deposits	5,140			(1,982		)	3,158
Amounts reclassified to interest expense on borrowings	16,687			(6,437		)	10,250
Net change in unrealized losses on derivative instruments	29,873			(11,523		)	18,350
Other comprehensive loss	$	(43,086	)	$	16,590		$	(26,496	)



	2012
	Before Tax			Tax Effect			Net of Tax
Unrealized gains on investment securities available for sale:
Net unrealized holding gain arising during the period	$	112,165		$	(43,272	)	$	68,893
Amounts reclassified to gain on investment securities available for sale, net	(17,039		)	6,573			(10,466		)
Net change in unrealized gains on investment securities available for sale	95,126			(36,699		)	58,427
Unrealized losses on derivative instruments:
Net unrealized holding loss arising during the period	(14,405		)	5,557			(8,848		)
Amounts reclassified to interest expense on deposits	4,904			(1,892		)	3,012
Amounts reclassified to interest expense on borrowings	13,058			(5,037		)	8,021
Amounts reclassified to loss on termination of interest rate swap	8,701			(3,356		)	5,345
Net change in unrealized losses on derivative instruments	12,258			(4,728		)	7,530
Other comprehensive income	$	107,384		$	(41,427	)	$	65,957

The categories of AOCI and changes therein are presented below for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	Unrealized Gains on Investment Securities Available for Sale			Unrealized Losses on Derivative Instruments			Total
Balance at December 31, 2011	$	55,172		$	(37,153	)	$	18,019
Other comprehensive income	58,427			7,530			65,957
Balance at December 31, 2012	$	113,599		$	(29,623	)	$	83,976
Other comprehensive loss	(44,846		)	18,350			(26,496		)
Balance at December 31, 2013	$	68,753		$	(11,273	)	$	57,480
Other comprehensive loss	(431		)	(10,697		)	(11,128		)
Balance at December 31, 2014	$	68,322		$	(21,970	)	$	46,352

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 15 Equity Based Compensation

Description of Equity Based Compensation Plans

In connection with the initial public offering of the Company's common stock in 2011 ("IPO"), the Company adopted the BankUnited, Inc. 2010 Omnibus Equity Incentive Plan (the "2010 Plan"). In 2014, the Board of Directors and the Company's stockholders approved the BankUnited, Inc. 2014 Omnibus Equity Incentive Plan (the "2014 Plan"). The 2010 Plan and 2014 Plans are administered by the Board of Directors or a committee thereof and provide for the grant of non-qualified stock options, share appreciation rights ("SARs"), restricted shares, deferred shares, performance shares, unrestricted shares and other share-based awards to selected employees, directors or independent contractors of the Company and its affiliates. The number of shares of common stock authorized for award under the 2010 Plan is 7,500,000 , of which 589,644 shares remain available for issuance as of December 31, 2014 . The number of shares of common stock available for issuance under the 2014 Plan is 4,000,000 . As of December 31, 2014 , the Company has not granted any share awards under the 2014 Plan. Shares of common stock delivered under the plans may consist of authorized but unissued shares or previously issued shares reacquired by the Company. The term of a share option or SAR issued under the plans may not exceed ten years from the date of grant and the exercise price may not be less than the fair market value of the Company's common stock at the date of grant. Unvested awards generally become fully vested in the event of a change in control, as defined.

At the time of acquisition by BankUnited, Inc., Herald had an existing stock option plan, the Heritage Bank, N.A. 2008 Stock Incentive Plan (the "Herald Plan"). Replacement options issued to employees and directors of Herald in conjunction with the acquisition were issued under the Herald Plan. No further awards are available for issuance under the Herald Plan.

Compensation Expense Related to Equity Based Awards

The following table summarizes compensation cost related to equity based awards for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014			2013			2012
Compensation cost of equity based awards:
Unvested and restricted share awards	$	14,474		$	11,618		$	7,389
Option awards	609			1,362			2,671
Performance share awards	550			798			507
Instruments issued in exchange for Profits Interest Units ("PIUs")	—			—			13,235
Total compensation cost of equity based awards	15,633			13,778			23,802
Related tax benefits	(5,677		)	(5,021		)	(4,887		)
Compensation cost of equity based awards, net of tax	$	9,956		$	8,757		$	18,915

Compensation expense for the year ended December 31, 2012 included $13.2 million related to PIUs issued to certain members of executive management. In conjunction with the IPO, the PIUs were exchanged for a combination of vested and unvested common shares and vested and unvested stock options.

The following table summarizes total unrecognized compensation cost and the weighted average remaining period over which compensation cost will be recognized for share awards outstanding at December 31, 2014 :



	Unrecognized Compensation Cost		Weighted Average Remaining Period
Unvested and restricted share awards	$	17,359	1.91
Performance share awards	$	1,265	2.50

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Share Awards

Unvested share awards

A summary of activity related to unvested share awards for the years ended December 31, 2014 , 2013 and 2012 follows:



	Number of Share Awards		Weighted Average Grant Date Fair Value
Unvested share awards outstanding, December 31, 2011	1,663,822		$	25.97
Granted	885,143		23.06
Vested	(1,268,440	)	26.28
Canceled or forfeited	(90,629	)	24.18
Unvested share awards outstanding, December 31, 2012	1,189,896		23.61
Granted	109,585		28.77
Vested	(534,363	)	24.12
Canceled or forfeited	(58,682	)	23.61
Unvested share awards outstanding, December 31, 2013	706,436		24.02
Granted	699,529		31.71
Vested	(465,476	)	24.22
Canceled or forfeited	(111,264	)	26.51
Unvested share awards outstanding, December 31, 2014	829,225		$	30.06

Included in the table above are 22,913 shares granted in 2014 as employment inducement awards outside of the 2010 Plan, but subject to the same terms and conditions as awards granted under the 2010 Plan.

Included in the table above are restricted share awards granted by the Company in 2012 which were fully vested at December 31, 2014 . The restricted shares were valued at the closing price of the Company's common stock at the date of grant, less a discount for lack of marketability ("DLOM") related to post-vesting transferability restrictions. The model used to calculate the DLOM first determines an estimated volatility based on historical and implied volatility of the Company's common stock and then, utilizing the estimated volatility, calculates the DLOM using both the "protective put method" and the "Asian put method." Discounts applied in valuing restricted shares granted during 2012 ranged from 7.10% to 11.55% . The aggregate fair value of restricted shares granted was $6.2 million , net of a $0.8 million DLOM. Vested and unvested restricted shares participate in dividends declared on the Company's common stock on a one -for-one basis.

Unvested share awards are generally valued at the closing price of the Company's common stock on the date of grant. The following table summarizes the closing price of the Company's stock on the date of grant and the aggregate grant date fair value of shares vesting during the years ended December 31, 2014 , 2013 and 2012 (in thousands, except per share data):



	2014		2013		2012
Range of the closing price on date of grant	$30.34 - $34.04		$24.53 - $30.72		$23.08 - $25.20
Aggregate grant date fair value of shares vesting	$	11,273	$	10,714	$	31,346

Substantially all of the shares vest in equal annual installments over a period of three years from the date of grant. Unvested shares participate in dividends declared on the Company's common stock on a one-for-one basis.

Performance share awards

Certain of the Company's executive officers are eligible to receive performance share awards at the end of each twelve -month performance period ending on June 30. The dollar value of share awards to be granted is based on the achievement of certain performance criteria pre-established annually by the Company's Compensation Committee. The number of performance

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

shares to be awarded is variable based on the closing price of the Company's stock on the date of grant; therefore, these awards are initially classified as liability instruments in the Company's consolidated balance sheets. The awards vest over varying schedules of up to three years .

The first annual performance period ended on June 30, 2013, resulting in awards with an aggregate value of $2.0 million . The second annual performance period ended on June 30, 2014, resulting in awards with an aggregate value of $1.5 million . Based on the closing price of the Company's common stock on the date of grant, 50,099 and 66,822 share awards were granted in 2014 and 2013, respectively. These shares are included in the summary of activity related to unvested share awards above. The maximum aggregate value of performance shares that may be granted for the performance period ending June 30, 2015 is $1.5 million . As of December 31, 2014 , a liability of $255 thousand related to these performance share awards was reflected in the consolidated balance sheet based on management's assessment of the probability that the defined performance criteria will be achieved and the vesting terms of the awards to be granted.

Option Awards

A summary of activity related to stock option awards for the years ended December 31, 2014 , 2013 and 2012 follows:



	Number of Option Awards		Weighted Average Exercise Price
Option awards outstanding, December 31, 2011	5,738,122		$	25.20
Replacement options issued in conjunction with the acquisition of Herald	256,028		31.32
Exercised	(251,120	)	14.32
Canceled or forfeited	(44,242	)	34.31
Option awards outstanding, December 31, 2012	5,698,788		25.89
Exercised	(539,588	)	18.37
Canceled or forfeited	(88,261	)	43.30
Option awards outstanding, December 31, 2013	5,070,939		26.38
Exercised	(55,423	)	16.71
Canceled or forfeited	(469	)	63.74
Option awards outstanding, December 31, 2014	5,015,047		$	26.49
Exercisable at December 31, 2014	5,015,047		$	26.49

Included in options outstanding at December 31, 2014 are 3,023,314 options exchanged for PIUs that participate in dividends on the Company's common stock on a one-for-one basis. The intrinsic value of options exercised during the years ended December 31, 2014 , 2013 and 2012 was $0.9 million , $6.1 million and $2.6 million , respectively.

There were no option awards granted during the years ended December 31, 2014 and 2013 . The grant-date fair value of option awards granted during the year ended December 31, 2012 was determined using a Black-Scholes option pricing model incorporating the following weighted average assumptions:



Expected volatility	35.97		%
Expected dividend yield	2.95		%
Expected term in years	1.7
Risk-free interest rate	0.27		%
Weighted average grant date fair value	$	4.70

Prior to the IPO, the Company's common stock was not traded on an exchange. Due to limited trading history in the Company's common stock, expected volatility for options granted subsequent to the IPO was estimated using both the volatility of the Company's common stock since it began trading and the volatility of peer companies. At the time these options were

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

granted, the Company had limited exercise history related to stock option awards. Therefore, the simplified method provided for in Staff Accounting Bulletin 14 was used to estimate the expected term.

Additional information about options outstanding and exercisable at December 31, 2014 is presented in the following table:



	Outstanding and Exercisable Options
Range of Exercise Prices	Number of Options	Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
$10.00 - $13.39	54,660	4.73	$	974,588
$15.94 - $19.97	96,618	5.39	1,070,988
$21.36 - $22.31	311,583	6.69	2,080,620
$27	4,534,970	6.09	8,933,891
$63.74	17,216	3.94	—
	5,015,047	6.09	$	13,060,087

Deferred Compensation Plan

The Company has non-qualified deferred compensation plans for a select group of key management or highly compensated employees whereby a participant, upon election, may defer a portion of eligible compensation. The deferred compensation plans provide for discretionary Company contributions. Generally, the Company has elected not to make contributions; however, for a small group of employees, the Company makes contributions equal to 100% of the first 1% plus 70% of the next 5% of eligible compensation deferred. The Company credits each participant's account with income based on either an annual interest rate determined by the Company's Compensation Committee or returns of selected investment portfolios, as elected by the participant. A participant's elective deferrals and interest thereon are at all times 100% vested. Company contributions and interest thereon will become 100% vested upon the earlier of a change in control, as defined, or the participant's death, disability, attainment of normal retirement age or the completion of two years of service. Participant deferrals and any associated earnings will be paid upon separation from service or based on a specified distribution schedule, as elected by the participant. Deferred compensation expense was $543 thousand , $373 thousand and $312 thousand for the years ended December 31, 2014 , 2013 and 2012 , respectively. Deferred compensation liabilities of $6 million and $2 million were included in other liabilities in the accompanying consolidated balance sheets at December 31, 2014 and 2013, respectively.

BankUnited 401(k) Plan

The Company sponsors the BankUnited 401(k) Plan, a tax-qualified, deferred compensation plan (the "401(k) Plan"). Under the terms of the 401(k) Plan, eligible employees may contribute a portion of compensation not exceeding the limits set by law. Employees are eligible to participate in the plan after one month of service. The 401(k) Plan allows a matching employer contribution equal to 100% of elective deferrals that do not exceed 1% of compensation, plus 70% of elective deferrals that exceed 1% but are less than 6% of compensation. Matching contributions are fully vested after two years of service. For the years ended December 31, 2014 , 2013 and 2012 , BankUnited made matching contributions to the 401(k) Plan of approximately $4.5 million , $4.1 million and $3.6 million , respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 16 Regulatory Requirements and Restrictions

The Company and its banking subsidiaries are subject to various regulatory capital requirements administered by Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and its banking subsidiaries must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items calculated pursuant to regulation. The capital amounts and classification also are subject to qualitative judgments by the regulators about components, risk weightings and other factors. Banking regulations identify five capital categories for insured depository institutions: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. As of December 31, 2014 and 2013 , all capital ratios of the Company and its banking subsidiaries exceeded the "well capitalized" levels under the regulatory framework for prompt corrective action. Quantitative measures established by regulation to ensure capital adequacy require the Company and its banking subsidiaries to maintain minimum amounts and ratios of total and tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of tier 1 capital to average tangible assets (leverage ratio).

The following tables provide information regarding regulatory capital for the Company and its banking subsidiary as of December 31, 2014 and 2013 (dollars in thousands):



	2014
	Actual				Required to be Considered Well Capitalized								Required to be Considered Adequately Capitalized
	Amount		Ratio		Amount				Ratio				Amount		Ratio
BankUnited, Inc.:
Tier 1 leverage	$	1,937,480	10.70	%	N/A		(1	)	N/A		(1	)	$	725,784	4.00	%
Tier 1 risk-based capital	$	1,937,480	15.45	%	$	752,257			6.00	%			$	501,505	4.00	%
Total risk based capital	$	2,039,523	16.27	%	$	1,253,761			10.00	%			$	1,003,009	8.00	%
BankUnited:
Tier 1 leverage	$	1,636,481	9.10	%	$	898,708			5.00	%			$	718,967	4.00	%
Tier 1 risk-based capital	$	1,636,481	13.18	%	$	744,754			6.00	%			$	496,502	4.00	%
Total risk based capital	$	1,736,076	13.99	%	$	1,241,256			10.00	%			$	993,005	8.00	%



	2013
	Actual				Required to be Considered Well Capitalized								Required to be Considered Adequately Capitalized
	Amount		Ratio		Amount				Ratio				Amount		Ratio
BankUnited, Inc.:
Tier 1 leverage	$	1,801,848	12.42	%	N/A		(1	)	N/A		(1	)	$	580,454	4.00	%
Tier 1 risk-based capital	$	1,801,848	21.06	%	$	513,439			6.00	%			$	342,293	4.00	%
Total risk based capital	$	1,876,640	21.93	%	$	855,732			10.00	%			$	684,586	8.00	%
BankUnited:
Tier 1 leverage	$	1,519,285	10.58	%	$	718,098			5.00	%			$	574,479	4.00	%
Tier 1 risk-based capital	$	1,519,285	18.06	%	$	504,822			6.00	%			$	336,548	4.00	%
Total risk based capital	$	1,592,564	18.93	%	$	841,371			10.00	%			$	673,097	8.00	%


(1)	There is no tier 1 leverage ratio component in the definition of a well-capitalized bank holding company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

For purposes of risk based capital computations, the FDIC Indemnification asset and the covered assets are risk-weighted at 20% due to the conditional guarantee represented by the Loss Sharing Agreements.

On July 2, 2013 the Federal Reserve Board approved a final rule that implements the Basel III changes to the regulatory capital framework for all U.S. banking organizations. The Company is required to implement the final rule on January 1, 2015, with a phase-in period extending through January 1, 2019. The rule will add another risk-based capital category, common equity tier 1 capital, increase the required tier 1 capital level, increase risk weights for certain of the Company’s loans, other assets and off-balance sheet commitments and add some complexity to the risk-based capital calculations. In addition, a capital conservation buffer will be phased in beginning in 2016. In order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold this capital conservation buffer composed of common equity tier 1 capital above its minimum risk-based capital requirements. As of December 31, 2014, the adoption of the rule would not have impacted the Company's or the Bank's capital categories.

BankUnited is subject to various regulatory restrictions relating to the payment of dividends, including requirements to maintain capital at or above certain minimums, and to remain "well-capitalized" under the prompt corrective action regulations. The Company does not expect that any of these laws, regulations or policies will materially affect the ability of BankUnited to pay dividends in the future.

BankUnited is required by the Board of Governors of the Federal Reserve System to maintain reserve balances in the form of vault cash or deposits with the FRB. At December 31, 2014 , the reserve requirement for BankUnited was $26 million .

Note 17 Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

Following is a description of the methodologies used to estimate the fair values of assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy in which those measurements are typically classified.

Investment securities available for sale —Fair value measurements are based on quoted prices in active markets when available; these measurements are classified within level 1 of the fair value hierarchy. These securities typically include U.S. Treasury securities, certain preferred stocks and mutual funds. If quoted prices in active markets are not available, fair values are estimated using quoted prices of securities with similar characteristics, quoted prices of identical securities in less active markets, discounted cash flow techniques, or matrix pricing models. These securities are generally classified within level 2 of the fair value hierarchy and include U.S. Government agency securities, U.S. Government agency and sponsored enterprise mortgage-backed securities, preferred stock investments for which level 1 valuations are not available, corporate debt securities, non-mortgage asset-backed securities, single family rental real estate-backed securities, certain private label residential mortgage-backed securities and CMOs, Re-Remics, private label commercial mortgage-backed securities, collateralized loan obligations and state and municipal obligations. Pricing of these securities is generally primarily spread driven. Observable inputs that may impact the valuation of these securities include benchmark yield curves, credit spreads, reported trades, dealer quotes, bids, issuer spreads, current rating, historical constant prepayment rates, historical voluntary prepayment rates, structural and waterfall features of individual securities, published collateral data, and for certain securities, historical constant default rates and default severities. Investment securities available for sale generally classified within level 3 of the fair value hierarchy include certain private label mortgage-backed securities and trust preferred securities. The Company typically values these securities using third-party proprietary pricing models, primarily discounted cash flow valuation techniques, which incorporate both observable and unobservable inputs. Unobservable inputs that may impact the valuation of these securities include risk adjusted discount rates, projected prepayment rates, projected default rates and projected loss severity.

Derivative financial instruments —Interest rate swaps are predominantly traded in over-the-counter markets and, as such, values are determined using widely accepted discounted cash flow modeling techniques. These discounted cash flow models use projections of future cash payments and receipts that are discounted at mid-market rates. Observable inputs that may impact the valuation of these instruments include LIBOR swap rates and LIBOR forward yield curves. These fair value measurements are generally classified within level 2 of the fair value hierarchy. Loan commitment derivatives are priced based on a bid pricing convention adjusted based on the Company’s historical fallout rates. Fallout rates are a significant unobservable input; therefore, these fair value measurements are classified within level 3 of the fair value hierarchy. The fair value of loan commitment derivatives is nominal.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

The following tables present assets and liabilities measured at fair value on a recurring basis at December 31, 2014 and 2013 (in thousands):



	2014
	Level 1		Level 2		Level 3		Total
Investment securities available for sale:
U.S. Treasury securities	$	54,967	$	—	$	—	$	54,967
U.S. Government agency and sponsored enterprise residential mortgage-backed securities	—		1,524,716		—		1,524,716
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	—		101,858		—		101,858
Re-Remics	—		183,272		—		183,272
Private label residential mortgage-backed securities and CMOs	—		235,902		168,077		403,979
Private label commercial mortgage-backed securities	—		1,139,389		—		1,139,389
Single family rental real estate-backed securities	—		443,017		—		443,017
Collateralized loan obligations	—		174,332		—		174,332
Non-mortgage asset-backed securities	—		122,164		—		122,164
Mutual funds and preferred stocks	104,754		688		—		105,442
State and municipal obligations	—		15,702		—		15,702
Small Business Administration securities	—		308,728		—		308,728
Other debt securities	—		3,210		4,918		8,128
Derivative assets	—		29,765		49		29,814
Total assets at fair value	$	159,721	$	4,282,743	$	173,044	$	4,615,508
Derivative liabilities	$	—	$	69,177	$	1	$	69,178
Total liabilities at fair value	$	—	$	69,177	$	1	$	69,178



	2013
	Level 1		Level 2		Level 3		Total
Investment securities available for sale:
U.S. Government agency and sponsored enterprise residential mortgage-backed securities	$	—	$	1,574,303	$	—	$	1,574,303
U.S. Government agency and sponsored enterprise commercial mortgage-backed securities	—		26,777		—		26,777
Re-Remics	—		271,785		—		271,785
Private label residential mortgage-backed securities and CMOs	—		110,710		199,408		310,118
Private label commercial mortgage-backed securities	—		808,772		—		808,772
Non-mortgage asset-backed securities	—		178,994		—		178,994
Mutual funds and preferred stocks	149,427		250		—		149,677
Small Business Administration securities	—		308,937		—		308,937
Other debt securities	—		3,160		4,601		7,761
Derivative assets	—		21,831		35		21,866
Total assets at fair value	$	149,427	$	3,305,519	$	204,044	$	3,658,990
Derivative liabilities	$	—	$	43,788	$	3	$	43,791
Total liabilities at fair value	$	—	$	43,788	$	3	$	43,791

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

There were no transfers of financial assets between levels of the fair value hierarchy during the years ended December 31, 2014 and 2013 .

The following tables reconcile changes in the fair value of assets and liabilities measured at fair value on a recurring basis and classified in level 3 of the fair value hierarchy for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014
	Private Label Residential Mortgage-Backed Securities			Other Debt Securities			Derivative Assets		Derivative Liabilities
Balance at beginning of period	$	199,408		$	4,601		$	35	$	(3	)
Gains (losses) for the period included in:
Net income	—			—			14		2
Other comprehensive income (loss)	(4,890		)	235			—		—
Premium and discount (amortization) accretion	8,010			173			—		—
Purchases or issuances	—			—			—		—
Sales	(7,787		)	—			—		—
Settlements	(26,664		)	(91		)	—		—
Transfers into level 3	—			—			—		—
Transfers out of level 3	—			—			—		—
Balance at end of period	$	168,077		$	4,918		$	49	$	(1	)



	2013
	Private Label Residential Mortgage-Backed Securities			Other Debt Securities			Derivative Assets		Derivative Liabilities
Balance at beginning of period	$	243,058		$	4,173		$	—	$	(29	)
Gains (losses) for the period included in:
Net income	—			—			35		26
Other comprehensive income (loss)	(2,157		)	691			—		—
Premium and discount (amortization) accretion	12,470			61			—		—
Purchases or issuances	—			—			—		—
Sales	—			—			—		—
Settlements	(53,963		)	(324		)	—		—
Transfers into level 3	—			—			—		—
Transfers out of level 3	—			—			—		—
Balance at end of period	$	199,408		$	4,601		$	35	$	(3	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014



	2012
	Private Label Residential Mortgage-Backed Securities			Non-Mortgage Asset-Backed Securities			Other Debt Securities			Derivative Liabilities
Balance at beginning of period	$	387,687		$	79,870		$	3,159		$	—
Gains (losses) for the period included in:
Net income	—			—			—			(29		)
Other comprehensive income (loss)	16,629			1,482			1,234			—
Premium and discount (amortization) accretion	12,713			443			63			—
Purchases or issuances	167,300			—			—			—
Sales	—			—			—			—
Settlements	(136,244		)	(15,499		)	(283		)	—
Transfers into level 3	—			—			—			—
Transfers out of level 3	(205,027		)	(66,296		)	—			—
Balance at end of period	$	243,058		$	—		$	4,173		$	(29	)

Changes in the fair value of derivatives are included in the consolidated statement of income line item “Other non-interest income.”

Securities for which fair value measurements are categorized in level 3 of the fair value hierarchy at December 31, 2014 consisted of pooled trust preferred securities with a fair value of $5 million and private label residential mortgage-backed securities and CMOs with a fair value of $168 million . The trust preferred securities are not material to the Company’s financial statements. Private label residential mortgage-backed securities consisted of senior and mezzanine tranches collateralized by prime fixed rate and hybrid 1-4 single family residential mortgages originated before 2005, some of which contain option-arm features. Substantially all of these securities maintain variable rate coupons. Weighted average subordination levels at December 31, 2014 were 15.7% , 10.6% and 3.6% for investment grade, non-investment grade and option-arm securities, respectively. There were $27 million of option-arm securities with a subordination level of zero at December 31, 2014 .

The following table provides information about the valuation techniques and unobservable inputs used in the valuation of private label residential mortgage-backed securities and CMOs falling within level 3 of the fair value hierarchy as of December 31, 2014 (dollars in thousands):



	Fair Value at		Valuation Technique	Unobservable Input	Range (Weighted Average)
	December 31, 2014		Valuation Technique	Unobservable Input	Range (Weighted Average)
Investment grade	$	89,468	Discounted cash flow	Voluntary prepayment rate	0.06% - 10.96% (6.86%)
				Probability of default	0.02% - 10.62% (4.00%)
				Loss severity	0.00% - 42.40% (2.93%)

Non-investment grade	$	44,812	Discounted cash flow	Voluntary prepayment rate	0.33% - 11.57% (5.77%)
				Probability of default	0.02% - 22.99% (5.26%)
				Loss severity	0.00% - 31.08% (2.50%)

Option-arm (non-investment grade)	$	33,797	Discounted cash flow	Voluntary prepayment rate	3.69% - 3.72% (3.71%)
				Probability of default	2.76% - 2.97% (2.81%)
				Loss severity	16.84% - 32.37% (20.75%)

The significant unobservable inputs impacting the fair value measurement of private label residential mortgage-backed securities and CMOs include voluntary prepayment rates, probability of default and loss severity given default. Generally, increases in probability of default or loss severity would result in a lower fair value measurement. Alternatively, decreases in probability of default or loss severity would result in a higher fair value measurement. For securities with less favorable credit

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

characteristics, decreases in voluntary prepayment speeds may be interpreted as a deterioration in the overall credit quality of the underlying collateral and as such, lead to lower fair value measurements. The fair value measurements of those securities with higher levels of subordination will be less sensitive to changes in these unobservable inputs, while securities with lower levels of subordination will show a higher degree of sensitivity to changes in these unobservable inputs. Generally, a change in the assumption used for probability of default is accompanied by a directionally similar change in the assumption used for loss severity given default and a directionally opposite change in the assumption used for voluntary prepayment rate.

The Company uses third-party pricing services in determining fair value measurements for investment securities. To obtain an understanding of the methodologies and assumptions used, management reviews written documentation provided by the pricing services, conducts interviews with valuation desk personnel and reviews model results and detailed assumptions used to value selected securities as considered necessary. Management has established a robust price challenge process that includes a review by the treasury front office of all prices provided on a monthly basis. Any price evidencing unexpected month over month fluctuations or deviations from expectations is challenged. If considered necessary to resolve any discrepancies, a price will be obtained from an additional independent valuation source. The Company does not typically adjust the prices provided, other than through this established challenge process. The results of price challenges are subject to review by executive management. The Company has also established a quarterly process whereby prices provided by its primary pricing service for a sample of securities are validated. When there are price discrepancies, the final determination of fair value is based on careful consideration of the assumptions and inputs employed by each of the pricing sources.

Assets and liabilities measured at fair value on a non-recurring basis

Following is a description of the methodologies used to estimate the fair values of assets and liabilities that may be measured at fair value on a non-recurring basis, and the level within the fair value hierarchy in which those measurements are typically classified.

Impaired loans and OREO - The carrying amount of collateral dependent impaired loans is typically based on the fair value of the underlying collateral, which may be real estate or other business assets, less estimated costs to sell. The carrying value of OREO is initially measured based on the fair value of the real estate acquired in foreclosure and subsequently adjusted to the lower of cost or estimated fair value, less estimated cost to sell. Fair values of real estate collateral are typically based on real estate appraisals which utilize market and income approaches to valuation incorporating both observable and unobservable inputs. When current appraisals are not available, the Company may use brokers’ price opinions, home price indices or other available information about changes in real estate market conditions to adjust the latest appraised value available. These adjustments to appraised values may be subjective and involve significant management judgment. The fair value of collateral consisting of other business assets is generally based on appraisals that use market approaches to valuation incorporating primarily unobservable inputs. Fair value measurements related to collateral dependent impaired loans and OREO are classified within level 3 of the fair value hierarchy.

Mortgage Servicing Rights -Fair value is estimated using a discounted cash flow technique that incorporates market‑based assumptions including estimated prepayment speeds, contractual servicing fees, cost to service, discount rates, escrow account earnings, ancillary income, and estimated defaults. No adjustments to fair value were recognized during the years ended December 31, 2014 or 2013 .

The following tables present assets for which non-recurring changes in fair value have been recorded for the years ended December 31, 2014 , 2013 and 2012 (in thousands):



	2014
	Level 1		Level 2		Level 3		Total		Gains (losses) from Fair Value Changes
OREO	$	—	$	—	$	10,606	$	10,606	$	(2,791	)
Impaired loans	$	—	$	—	$	11,727	$	11,727	$	2,539

F-64

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014



	2013
	Level 1		Level 2		Level 3		Total		Gains (losses) from Fair Value Changes
OREO	$	—	$	—	$	40,570	$	40,570	$	(1,939	)
Impaired loans	$	—	$	—	$	7,320	$	7,320	$	(22,865	)



	2012
	Level 1		Level 2		Level 3		Total		Gains (losses) from Fair Value Changes
OREO	$	—	$	—	$	76,022	$	76,022	$	(9,926	)
Impaired loans	$	—	$	—	$	5,956	$	5,956	$	(1,600	)

The following table presents the carrying value and fair value of financial instruments and the level within the fair value hierarchy in which those measurements are classified as of December 31, 2014 and 2013 (dollars in thousands):



		2014				2013
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash and cash equivalents	1	$	187,517	$	187,517	$	252,749	$	252,749
Investment securities available for sale	1/2/3	4,585,694		4,585,694		3,637,124		3,637,124
Investment securities held to maturity	3	10,000		10,000		—		—
Non-marketable equity securities	2	191,674		191,674		152,066		152,066
Loans held for sale	2	1,399		1,445		194		197
Loans:
Covered	3	1,039,672		1,763,132		1,471,493		2,199,683
Non-covered	3	11,279,555		11,443,408		7,512,391		7,424,698
FDIC Indemnification asset	3	974,704		595,847		1,205,117		854,703
Accrued interest receivable	2	32,636		32,636		25,150		25,150
Derivative assets	2/3	29,814		29,814		21,866		21,866
Liabilities:
Demand, savings and money market deposits	2	$	9,509,830	$	9,509,830	$	7,250,401	$	7,250,401
Time deposits	2	4,001,925		4,017,476		3,282,027		3,303,358
FHLB advances and other borrowings	2	3,318,559		3,320,338		2,414,313		2,417,566
Accrued interest payable	2	1,997		1,997		1,643		1,643
Derivative liabilities	2/3	69,178		69,178		43,791		43,791

The following methods and assumptions were used to estimate the fair value of each class of financial instruments, other than those described above:

The carrying amounts of certain financial instruments approximate fair value due to their short-term nature and generally negligible credit risk. These financial instruments include cash and cash equivalents, accrued interest receivable, short-term borrowings and accrued interest payable.

Investment securities held to maturity:

Investment securities held to maturity includes one bond issued by the State of Israel, with fair value obtained from a third party pricing service.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Non-marketable equity securities:

Non-marketable equity securities include FHLB and FRB stock. There is no market for these securities, which can be liquidated only by redemption by the issuer. These securities are carried at par, which has historically represented the redemption price and is therefore considered to approximate fair value. Non-marketable equity securities are evaluated quarterly for potential impairment.

Loans held for sale:

The fair value of conforming loans originated and held for sale is based on pricing currently available to the Company in the secondary market.

ACI and non-ACI loans:

Fair values are estimated based on a discounted cash flow analysis. Estimates of future cash flows incorporate various factors that may include the type of loan and related collateral, estimated collateral values, estimated default probability and loss severity given default, internal risk rating, whether the interest rate is fixed or variable, term of loan and whether or not the loan is amortizing. The fair values of loans accounted for in pools are estimated on a pool basis. Other loans may be grouped based on risk characteristics and fair value estimated in the aggregate when applying discounted cash flow valuation techniques. Discount rates for residential loans are based on estimated yields obtained from participants active in the secondary market. Discount rates for commercial loans reflect indicative yields based on pricing obtained in the commercial loan sale in March 2014, adjusted for changes in market rates subsequent to the sale.

New loans:

Fair values of residential loans are estimated using a discounted cash flow analysis with discount rates based on yields at which similar loans are trading in the secondary market, which reflect assumptions about credit risk. Fair values of commercial and consumer loans are estimated using a discounted cash flow analysis with discount rates based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. The ALLL related to commercial and consumer loans is considered a reasonable estimate of the required adjustment to fair value to reflect the impact of credit risk. This estimate may not represent an exit value as defined in ASC 820.

FDIC indemnification asset:

The fair value of the FDIC indemnification asset has been estimated using a discounted cash flow technique incorporating assumptions about the timing and amount of future projected cash payments from the FDIC related to the resolution of covered assets. The factors that impact estimates of future cash flows are similar to those impacting estimated cash flows from covered loans. The discount rate is determined by adjusting the risk free rate to incorporate uncertainty in the estimate of the timing and amount of future cash flows and illiquidity.

Deposits:

The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date. The fair value of time deposits is estimated using a discounted cash flow technique based on rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank advances:

Fair value is estimated by discounting contractual future cash flows using the current rate at which borrowings with similar terms and remaining maturities could be obtained by the Company.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 18 Commitments and Contingencies

The Company issues off-balance sheet financial instruments to meet the financing needs of its customers. These financial instruments include commitments to fund loans, unfunded commitments under existing lines of credit, and commercial and standby letters of credit. These commitments expose the Company to varying degrees of credit and market risk which are essentially the same as those involved in extending loans to customers, and are subject to the same credit policies used in underwriting loans. Collateral may be obtained based on the Company’s credit evaluation of the counterparty. The Company’s maximum exposure to credit loss is represented by the contractual amount of these commitments. Certain amounts funded under non-cancellable commitments in effect at the date of the FSB Acquisition are covered under the Single Family Shared-Loss Agreement if prescribed conditions are met.

Commitments to fund loans:

These are agreements to lend funds to customers as long as there is no violation of any condition established in the contract. Commitments to fund loans generally have fixed expiration dates or other termination clauses and may require payment of a fee. Many of these commitments are expected to expire without being funded and, therefore, the total commitment amounts do not necessarily represent future liquidity requirements.

Unfunded commitments under lines of credit:

Unfunded commitments under lines of credit include commercial, commercial real estate, home equity and consumer lines of credit to existing customers. Some of these commitments may mature without being fully funded.

Commercial and standby letters of credit:

Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These letters of credit are primarily issued to support trade transactions or guarantee arrangements. Fees collected on standby letters of credit represent the fair value of those commitments and are deferred and amortized over their term, which is typically one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Total lending related commitments outstanding at December 31, 2014 were as follows (in thousands):



	Covered		Non-Covered		Total
Commitments to fund loans	$	—	$	493,222	$	493,222
Commitments to purchase loans	—		117,193		117,193
Unfunded commitments under lines of credit	25,765		1,252,863		1,278,628
Commercial and standby letters of credit	—		57,670		57,670
	$	25,765	$	1,920,948	$	1,946,713

Legal Proceedings

The Company is involved as plaintiff or defendant in various legal actions arising in the normal course of business. In the opinion of management, based upon advice of legal counsel, the likelihood is remote that the impact of these proceedings, either individually or in the aggregate, would be material to the Company’s consolidated financial position, results of operations or cash flows.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 19 Condensed Financial Statements of BankUnited, Inc.

Condensed financial statements of BankUnited, Inc. are presented below (in thousands):

Condensed Balance Sheets



	December 31, 2014		December 31, 2013
Assets:
Cash and cash equivalents	$	178,444	$	132,293
Investment securities available for sale, at fair value	126,888		132,262
Investment in subsidiaries	1,747,992		1,643,939
Deferred tax asset, net	14,534		15,043
Other assets	8,593		31,254
Total assets	$	2,076,451	$	1,954,791
Liabilities and Stockholders' Equity:
Liabilities	$	23,917	$	26,093
Stockholders' equity	2,052,534		1,928,698
Total liabilities and stockholders' equity	$	2,076,451	$	1,954,791

Condensed Statements of Income



	Years Ended December 31,
	2014		2013			2012
Income:
Interest and dividends on investment securities available for sale	$	5,560	$	5,647		$	3,890
Service fees from subsidiaries	15,746		6,293			14,043
Equity in earnings of subsidiaries	208,934		216,240			218,154
Other	—		68			5,905
Total	230,240		228,248			241,992
Expense:
Employee compensation and benefits	21,388		18,465			26,928
Other	4,571		6,806			6,914
Total	25,959		25,271			33,842
Income before income taxes	204,281		202,977			208,150
Provision (benefit) for income taxes	66		(5,959		)	(3,110		)
Net income	$	204,215	$	208,936		$	211,260

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Condensed Statements of Cash Flows



	Years Ended December 31,
	2014			2013			2012
Cash flows from operating activities:
Net income	$	204,215		$	208,936		$	211,260
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of subsidiaries	(116,934		)	(116,240		)	(118,154		)
Equity based compensation	15,551			13,936			23,204
Other	20,804			5,267			(5,529		)
Net cash provided by operating activities	123,636			111,899			110,781
Cash flows from investing activities:
Capital contributions to subsidiary	—			—			(30,000		)
Purchase of investment securities available for sale	—			—			(99,710		)
Proceeds from repayments, sale, maturities and calls of investment securities available for sale	7,319			19,851			53,094
Cash paid in business combination	—			—			(25,164		)
Other	(137		)	79			(326		)
Net cash provided by (used in) investing activities	7,182			19,930			(102,106		)
Cash flows from financing activities:
Dividends paid	(87,716		)	(65,225		)	(89,021		)
Other	3,049			12,700			5,209
Net cash used in financing activities	(84,667		)	(52,525		)	(83,812		)
Net increase (decrease) in cash and cash equivalents	46,151			79,304			(75,137		)
Cash and cash equivalents, beginning of period	132,293			52,989			128,126
Cash and cash equivalents, end of period	$	178,444		$	132,293		$	52,989
Supplemental schedule of non-cash investing and financing activities:
Dividends declared, not paid	$	21,968		$	21,833		$	—
Equity consideration issued in business combination	$	—		$	—		$	39,861

BankUnited, Inc.'s investment in the Bank totaled $1.7 billion and $1.6 billion at December 31, 2014 and 2013 . Dividends received by BankUnited, Inc. from the Bank totaled $92 million for the year ended December 31, 2014 and $100 million for the years ended December 31, 2013 and 2012.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2014

Note 20 Quarterly Financial Information (Unaudited)

Financial information by quarter for the years ended December 31, 2014 and 2013 follows (in thousands, except per share data:



	2014
	Fourth Quarter		Third Quarter		Second Quarter		First Quarter		Total
Interest income	$	200,227	$	201,222	$	191,733	$	190,562	$	783,744
Interest expense	28,725		27,973		25,855		24,098		106,651
Net interest income before provision for loan losses	171,502		173,249		165,878		166,464		677,093
Provision for loan losses	20,523		5,387		7,192		8,403		41,505
Net interest income after provision for loan losses	150,979		167,862		158,686		158,061		635,588
Non-interest income	19,046		14,451		20,478		30,190		84,165
Non-interest expense	108,489		108,933		106,620		102,461		426,503
Income before income taxes	61,536		73,380		72,544		85,790		293,250
Provision for income taxes	14,702		19,813		24,001		30,519		89,035
Net income	$	46,834	$	53,567	$	48,543	$	55,271	$	204,215
Earnings per common share, basic	$	0.45	$	0.51	$	0.46	$	0.53	$	1.95
Earnings per common share, diluted	$	0.45	$	0.51	$	0.46	$	0.53	$	1.95



	2013
	Fourth Quarter		Third Quarter		Second Quarter		First Quarter		Total
Interest income	$	188,664	$	187,684	$	186,098	$	176,375	$	738,821
Interest expense	24,409		23,566		22,048		22,588		92,611
Net interest income before provision for loan losses	164,255		164,118		164,050		153,787		646,210
Provision for loan losses	12,512		2,604		4,881		11,967		31,964
Net interest income after provision for loan losses	151,743		161,514		159,169		141,820		614,246
Non-interest income	21,009		13,687		13,230		20,123		68,049
Non-interest expense	99,363		96,644		85,497		82,789		364,293
Income before income taxes	73,389		78,557		86,902		79,154		318,002
Provision for income taxes	20,996		24,248		32,894		30,928		109,066
Net income	$	52,393	$	54,309	$	54,008	$	48,226	$	208,936
Earnings per common share, basic	$	0.50	$	0.52	$	0.52	$	0.48	$	2.03
Earnings per common share, diluted	$	0.50	$	0.52	$	0.52	$	0.47	$	2.01

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

None.

Management's Report on Internal Control Over Financial Reporting

Management's report set forth on page F-2 is incorporated herein by reference.

Item 9B. Other Information

None.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding the directors and executive officers of BankUnited, Inc. and information regarding Section 16(a) compliance, the Audit and Risk Committee, the Company's code of ethics, background of the directors and director nominations appearing under the captions "Section 16(a) Beneficial Ownership Reporting Compliance," "Committees of the Board of Directors," "Corporate Governance Guidelines, Code of Conduct and Code of Ethics," "Director Nominating Process and Diversity" and "Election of Directors" in the Company's Proxy Statement for the 2015 annual meeting of stockholders is hereby incorporated by reference.

Item 11. Executive Compensation

Executive Compensation

For purposes of Item 402 of Regulation S-K, the "named executive officers" of BankUnited, Inc. for the fiscal year ended December 31, 2014 are John A. Kanas, Chairman, President and Chief Executive Officer; Leslie Lunak, Chief Financial Officer; Rajinder P. Singh, Chief Operating Officer and Director; Mark Bagnoli, Senior Executive Vice President and Chief Risk Officer of the Bank and Jeffrey Starr, Senior Executive Vice President and General Counsel of the Bank.

Information appearing under the captions "Director Compensation" and "Executive Compensation" in the 2015 Proxy Statement (other than the "Compensation Committee Report," which is deemed furnished herein by reference) is hereby incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information setting forth the security ownership of certain beneficial owners and management appearing under the caption "Beneficial Ownership of the Company's Common Stock" and information in the "Equity Compensation Plans" table appearing under the caption "Equity Compensation Plan Information" in the 2015 Proxy Statement is hereby incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding certain related transactions appearing under the captions "Certain Related Party Relationships" and information regarding director independence appearing under the caption "Director Independence" in the 2015 Proxy Statement is hereby incorporated by reference.

Item 14. Principal Accountant Fees and Services

Information appearing under the captions "Auditor Fees and Services" and "Policy on Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors" in the 2015 Proxy Statement is hereby incorporated by reference.

Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules


(a)	List of documents filed as part of this report:


1)	Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm:

See Index on page F-1.


2)	Financial Statement Schedules:

Financial statement schedules are omitted as not required or not applicable or because the information is included in the Consolidated Financial Statements or notes thereto.


3)	List of Exhibits:

The exhibit list in the Exhibit Index is incorporated herein by reference as the list of exhibits required as part of this report.

EXHIBIT INDEX



Exhibit Number	Description	Location
2.1a	Purchase and Assumption Agreement, dated as of May 21, 2009, among the Federal Deposit Insurance Corporation, Receiver of BankUnited, FSB, Coral Cables, Florida, the Federal Deposit Insurance Corporation and BankUnited (Single Family Shared-Loss Agreement and Commercial and Other Shared-Loss Agreement included as Exhibits 4.15A and 4.15B thereto, respectively)†	Exhibit 2.1a to the Registration Statement on Form S-1 of the Company filed January 18, 2011
2.1b	Addendum to Purchase and Assumption Agreement, dated as of May 21, 2009, by and among the Federal Deposit Insurance Corporation, Receiver of BankUnited, FSB, Coral Gables, Florida, BankUnited, and the Federal Deposit Insurance Corporation	Exhibit 2.1b to the Registration Statement on Form S-1 of the Company filed January 10, 2011
2.1c	Amendment No. 1 to the BankUnited Single Family Shared-Loss Agreement with the FDIC, dated as of November 2, 2010	Exhibit 2.1c to the Registration Statement on Form S-1 of the Company filed January 18, 2011
2.1d	Amendment No. 2 the BankUnited Single Family Shared-Loss Agreement with the FDIC, dated as of December 22, 2010	Exhibit 2.1d to the Registration Statement on Form S-1 of the Company filed January 18, 2011
3.1	Amended and Restated Certificate of Incorporation	Exhibit 3.1 of the Company's Annual Report on Form 10-K filed March 31, 2011
3.2	Amended and Restated By-Laws	Exhibit 3.2 of the Company's Annual Report on Form 10-K filed March 31, 2011
4.1	Specimen common stock certificate	Exhibit 4.1 to the Registration Statement on Form S-1 of the Company filed January 18, 2011
10.1a	BankUnited Nonqualified Deferred Compensation Plan	Exhibit 10.6 to the Registration Statement on Form S-1 of the Company filed October 29, 2010
10.1b	BankUnited, N.A. Non-Qualified Deferred Compensation Plan	Filed herewith
10.2	BankUnited, Inc. (formerly known as BU Financial Corporation) 2009 Stock Option Plan	Exhibit 10.7 to the Registration Statement on Form S-1 of the Company filed October 29, 2010
10.3a	BankUnited, Inc. 2010 Omnibus Equity Incentive Plan	Exhibit 10.8 to the Registration Statement on Form S-1 of the Company filed January 18, 2011

Table of Contents



Exhibit Number	Description	Location
10.3b	BankUnited, Inc. 2014 Omnibus Equity Incentive Plan	Appendix A to the Proxy Statement on Schedule 14A of the Company filed April 11, 2014
10.4a	Registration Rights Agreement by and among BankUnited, Inc., John A. Kanas, Rajinder P. Singh, Douglas J. Pauls and John Bohlsen, and each of the other parties thereto	Exhibit 10.9 to Annual Report on Form 10-K of the Company filed March 31, 2011
10.4b	Amendment No. 1, dated February 29, 2012, to Registration Rights Agreement, dated February 2, 2011, by and among BankUnited, Inc., John A. Kanas, Rajinder P. Singh, Douglas J. Pauls and John Bohlsen, and each of the other parties thereto	Exhibit 10.3 to the Current Report on Form 8-K of the Company filed March 6, 2012
10.5	Form of indemnification agreement between BankUnited, Inc. and each of its directors and executive officers	Exhibit 10.1 to the Current Report on Form 8-K of the Company filed February 16, 2011
10.6	BankUnited, Inc. Policy on Incentive Compensation Arrangements	Filed herewith
10.7	Heritage Bank, N.A. 2008 Stock Incentive Plan	Exhibit 10.1 to the Registration Statement on Form S-8 of the Company filed February 29, 2012
10.8	Stock Warrant Agreement, dated as of November 24, 2008, by Heritage Bank, N.A. in favor of the parties listed on Exhibit A thereto	Exhibit 10.4 to the Current Report on Form 8-K of the Company filed March 6, 2012
10.9	Supplemental Warrant Agreement, dated as of February 29, 2012, by and between BankUnited, Inc. and Heritage Bank, N.A.	Exhibit 10.5 to the Current Report on Form 8-K of the Company filed March 6, 2012
10.10a	Amended and Restated Employment Agreement, dated August 29, 2012, by and between BankUnited, Inc. and John A. Kanas	Exhibit 10.1 to the Current Report on Form 8-K of the Company filed August 31, 2012
10.10b	Amended and Restated Employment Agreement, dated August 29, 2012, by and between BankUnited and John A. Kanas	Exhibit 10.4 to the Current Report on Form 8-K of the Company filed August 31, 2012
10.11a	Amended and Restated Employment Agreement, dated August 29, 2012, by and between BankUnited, Inc. and Rajinder P. Singh	Exhibit 10.2 to the Current Report on Form 8-K of the Company filed August 31, 2012

Table of Contents



Exhibit Number	Description	Location
10.11b	Amended and Restated Employment Agreement, dated August 29, 2012, by and between BankUnited and Rajinder P. Singh	Exhibit 10.5 to the Current Report on Form 8-K of the Company filed August 31, 2012
21.1	Subsidiaries of BankUnited, Inc.	Filed herewith
23.1	Consent of KPMG LLP	Filed herewith
31.1	Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Filed herewith

____________________________________


†	Schedules and similar attachments to the Purchase and Assumption Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedules or similar attachment to the SEC upon request.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.



		BANKUNITED, INC.
Date:	February 26, 2015	By:	/s/ JOHN A. KANAS
			Name:	John A. Kanas
			Title:	Chairman, President and Chief Executive Officer

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.



Signature	Title	Date

/s/ JOHN A. KANAS	Chairman, President and Chief Executive Officer (Principal Executive Officer)	February 26, 2015
John A. Kanas
/s/ LESLIE LUNAK	Chief Financial Officer (Principal Financial and Accounting Officer)	February 26, 2015
Leslie Lunak
/s/ RAJINDER SINGH	Chief Operating Officer and Director	February 26, 2015
Rajinder Singh
/s/ SUE M. COBB	Director	February 26, 2015
Ambassador Sue M. Cobb
/s/ EUGENE F. DEMARK	Director	February 26, 2015
Eugene F. Demark
/s/ TERE BLANCA	Director	February 26, 2015
Tere Blanca
/s/ MICHAEL J. DOWLING	Director	February 26, 2015
Michael J. Dowling
/s/ DOUGLAS J. PAULS	Director	February 26, 2015
Douglas J. Pauls
/s/ A. ROBERT TOWBIN	Director	February 26, 2015
A. Robert Towbin
/s/ SANJIV SOBTI	Director	February 26, 2015
Sanjiv Sobti

Exhibit 10.1b

2014 BankUnited, N.A. Non-Qualified Deferred Compensation Plan

1. Establishment of Plan . BankUnited, N. A. hereby adopts and establishes an unfunded deferred compensation plan for a select group of key management or highly compensated employees of the Company and its Affiliates which shall be known as the 2014 BankUnited, N.A. Non-Qualified Deferred Compensation Plan (the " Plan "). This Plan is a continuation of the BankUnited, Inc. 2014 BankUnited, Inc. Non-Qualified Deferred Compensation Plan which was adopted in December 2013.

2. Purpose of Plan . The purpose of the Plan is to provide a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA) of the Company and its Affiliates who contribute significantly to the future business success of the Company and its Affiliates with supplemental retirement income benefits through the deferral of Compensation and additional discretionary Company Contributions.

3. Definitions .

" Acceleration Events " is defined in Section 11.1 hereof.

" Account " means the hypothetical bookkeeping account(s) established in the name of each Participant and maintained by the Company to reflect the Participant's interests under the Plan. Any reference to Account shall include any subaccount(s) established by the Committee for administrative ease.

" Affiliate " means any corporation, trade or business which is treated as a single employer with the Company under Sections 414(b) or 414(c) of the Code and any other entity designated by the Committee as an "Affiliate" for purposes of the Plan. For the avoidance of doubt, as of the Effective Date, this includes BankUnited, Inc., as the Company’s parent, and all of the Company’s subsidiaries.

" Base Salary " means the annual rate of base pay paid by the Company or its Affiliates to or for the benefit of the Participant for services rendered.

" Beneficiary " means any person or entity, designated in accordance with Section 15.7 , entitled to receive benefits which are payable upon or after a Participant's death pursuant to the terms of the Plan.

" Board " means the Board of Directors of the Company, as constituted from time to time.

" Bonus Compensation " means any cash compensation earned by a Participant for services rendered by a Participant under any discretionary bonus plan or program maintained by the Company or its Affiliates.

" Change in Control " means the occurrence of a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of its assets, within the meaning of Treasury. Reg. § 1.409A-3(i)(5) or other guidance issued with respect to a Change in Control for purposes of Section 409A of the Code.

" Claimant " has the meaning set forth in Section 16 .

" Code " means the U.S. Internal Revenue Code of 1986, as amended, or any successor statute, and the Treasury Regulations and other authoritative guidance issued thereunder.

" Commission/Incentive Compensation " means cash compensation earned by a Participant for services rendered by a Participant under any commission or cash incentive plan maintained by the Company or its Affiliates. For the avoidance of doubt, Commission/Incentive Compensation does not include Bonus Compensation.

" Committee " means the Administrative Committee as appointed by the Board in its discretion from time to time.

" Company " means BankUnited, N.A.

" Company Contribution Account " means a separate account maintained for each Participant to record the Company Contributions made pursuant to Section 6.1 , plus all earnings and losses allocable thereto.

" Company Contribution " means the amount the Company credits on behalf of any Participant pursuant to Section 6 .

" Compensation " means Base Salary, Bonus, Commissions and Incentive Compensation payments.

" Deferral Election " means an election by an Eligible Employee to defer Base Salary, Bonus Compensation, Commission/Incentive Compensation or any other forms of compensation as determined by the Committee. A Participant must make a separate election with respect to Base Salary, Commission/Incentive Compensation, and Bonus Compensation. A Deferral Election will only apply to Compensation after applicable reductions for employee contributions for employee benefits and FICA tax has been applied. A Deferral Election timely made by an Eligible Employee for a Plan Year will continue to be in effect for subsequent Plan Years unless and until timely modified by the Eligible Employee in accordance with Section 5 .

" Determination Date " means the first Valuation Date following a Payment Event.

" Disabled or Disability " means that a Participant: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (c) is determined to be totally disabled by the Social Security Administration.

" Distribution Year " means a set calendar year specified by a Participant in his or her Election Notice for the payment of all or a portion of the Participant's Elective Deferral Account.

" Effective Date " means January 1, 2014.

" Election Notice " means the notice or notices established from time to time by the Committee for making Deferral Elections, Distribution Year elections, and designation of form of payment under the Plan, and for selecting Investment Options and for making any other elections determined by the Committee as appropriate under the Plan. The Election Notice shall include a separate election for the amount or percentage of Base Salary, Commission/Incentive Compensation, Bonus Compensation or other eligible compensation to be deferred for a Plan Year (subject to any minimum or maximum amounts established by the Committee); a designation of the Distribution Year(s) of amounts deferred for a Plan year and for any Company Contributions credited for the Plan Year (adjusted for earnings); the form of payment (lump sum or installments); and, if

applicable, the selected Investment Options. Each Election Notice shall become irrevocable as of the last day of the Election Period, except with respect to Investment Options, which may be modified during a Plan Year in accordance with procedures established by the Committee.

" Election Period " means the period established by the Committee with respect to each Plan Year during which Deferral Elections for such Plan Year must be made in accordance with the requirements of Section 409A of the Code, as follows:

(a) General Rule. Except as provided in (b) and (c) below, the Election Period shall end no later than the last day of the Plan Year immediately preceding the Plan Year to which the Deferral Election relates.

(b) Performance-based Compensation. If any Compensation constitutes "performance-based compensation" within the meaning of Treas. Reg. Section 1.409A-1(e), then the Election Period for such amounts shall end no later than six months before the end of the Plan Year during which the Bonus Compensation is earned (and in no event later than the date on which the amount of the Bonus Compensation becomes readily ascertainable).

(c) Newly Eligible Employees. The Election Period for newly Eligible Employees shall end no later than thirty (30) days after the Employee first becomes eligible to participate in the Plan and shall apply only with respect to compensation earned after the date of the Deferral Election.

" Elective Deferrals " means deferrals at the election of an Eligible Employee of compensation designated as eligible for deferral by the Committee.

" Elective Deferral Account " means a separate account maintained for each Participant to record the Elective Deferrals made to the Plan pursuant to Section 5 and all earnings and losses allocable thereto.

" Eligible Compensation " means, with respect to Group A Eligible Employees, Compensation to the extent it exceeds the limitation in Code Section 401(a)(17). Thus, a Group A Eligible Employee Participant's Eligible Compensation in a year will be that portion of each paycheck that exceeds the sum of a portion of that year's Code Section 401(a)(17) limit determined by dividing the limitation by the number of paychecks in the

year. For the avoidance of doubt, Eligible Compensation is only applicable to Group A Eligible Employees.

" Eligible Employee " means an Employee who is selected by the Committee to participate in the Plan. An Eligible Employee selected by the Committee to participate in the Plan will be designated as a "Group A Eligible Employee" or "Group B Eligible Employee". Prior to the beginning of a Plan Year, the Committee may change the group designation of any Eligible Employee, with such change effective with the first day of the next Plan Year. Participation in the Plan is limited to a select group of the Company's key management or highly compensated employees.

" Employee " means an employee of the Company or its Affiliates.

" Entry Date " means, with respect to an Eligible Employee, the first day of the pay period following the effective date of such Eligible Employee's participation in the Plan.

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended from time to time.

" FICA Amount " has the meaning set forth in Section 11.1(b) .

" Interest Crediting Rate " means the annual rate of interest selected by the Company's Board of Directors or a designated committee that will be used for the deemed interest for Participants Accounts in accordance with Section 7 .

" Investment Option " means an investment fund, index or vehicle selected by the Committee and made available to Participants for the deemed investment of their Accounts in accordance with Section 7 .

" Participant " means an Eligible Employee who elects to participate in the Plan by filing an Election Notice in accordance with Section 5.1 and any former Eligible Employee who continues to be entitled to a benefit under the Plan.

" Payment Event " has the meaning set forth in Section 9.1 .

" Plan " means this 2014 BankUnited N.A. Non-Qualified Deferred Compensation Plan, as amended from time to time.

" Plan Year " means the twelve consecutive month period which begins on January 1 and ends on the following December 31.

" Re-deferral Election " has the meaning set forth in Section 5.3 .

" Separation from Service " has the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. Section 1.409A-1(h).

" Specified Employee " has the meaning set forth in Section 409A(a)(2)(B)(i) of the Code and Treas. Reg. Section 1.409A-1(i).

" State, Local and Foreign Tax Amount " has the meaning set forth in Section 11.1(e) .

" Trust " has the meaning set forth in Section 15.5 .

" Unforeseeable Emergency " means, within the meaning of Treas. Reg. Section 1.409A-3(i)(3), a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant's spouse, the Participant's Beneficiary, or the Participant's dependent; (b) a loss of the Participant's property due to casualty; or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee.

" Valuation Date " means each day of the Plan Year on which the New York Stock Exchange is open for business.

4. Eligibility; Participation .

4.1 Requirements for Participation . The Committee shall select those Employees who shall be Eligible Employees for such Plan Year, and shall designate selected Employees as Group A Eligible Employees or Group B Eligible Employees. Such designation of an Eligible Employee as a Group A or Group B Eligible Employee shall continue until the first day of the Plan Year immediately following the Committee's action to change such designation. Any Eligible Employee may participate in the Plan commencing as of the first day of the Plan Year after he or she is invited to participate, or if later, the Entry Date occurring on or after the date on which they first become an Eligible Employee.

4.2 Election to Participate; Benefits of Participation . An Eligible Employee may become a Participant in the Plan by making a Deferral Election in accordance with Section 5 .

4.3 Cessation of Participation . If a Participant ceases to be an Eligible Employee during a Plan Year, then the Participant's Deferral Elections shall no longer be effective as of the end of the Plan Year. Such Participant's Account shall continue to be credited with earnings and losses until the applicable Determination Date.

5. Election Procedures .

5.1 Deferral Election . Annually, and in accordance with Code section 409A, all Eligible Employees shall be offered the opportunity to defer receipt of the various components of Compensation (Group A Eligible Employees may only defer Eligible Compensation) to be earned in the following Plan Year; provided, such deferral election shall apply to Compensation after reduction for applicable employee contributions for employee benefits and FICA tax. An Eligible Employee may elect to defer any or all of the components of Compensation by completing an Election Notice and filing it with the Committee during the Election Period. The Election Notice must specify:

(a) The percentage of (i) Base Salary, (ii) Commission/Incentive Compensation); and/or (iii) Bonus Compensation to be deferred (subject to the minimum amount as set forth in Section 5.2 ). At the Committee's discretion, the Election Notice may also provide for a designation by dollar, in lieu of percentage, the amount of Compensation, by component, that is to be deferred for the Plan Year;

(b) The distribution options as to the time and form of payment for amounts credited to the Participant's Account for the Plan Year in accordance with Section 9 ; the distribution option selected for a Plan Year will carry over to amounts credited to subsequent Plan Years unless the selection is changed, in which case the change will become effective with respect to amounts credited to the Participant's Account on and after the first day of the Plan Year next following the change; and

(c) The percentage or amount of the Participant's Account to be allocated to each Investment Option available under the Plan.

Notwithstanding anything in this section to the contrary, a Participant's election to have his or her Account distributed upon the occurrence of a Change in Control must be made on the Participant's initial Election Notice. Such Change in Control election shall automatically carry over and apply to amounts credited to the Participant's Account for all subsequent Plan Years.

5.2 Elective Deferrals . Prior to the beginning of a Plan Year, a Participant may irrevocably elect to defer receipt of a whole percentage of Base Salary, Commission/Incentive Compensation and/or Bonus Compensation; provided the election, in the aggregate, must be for a minimum of $5,000. Elective Deferrals by a Group A Employee Participant may only relate to Eligible Compensation. Elective Deferrals shall be credited to a Participant's Elective Deferral Account periodically as of the business day in which the Participant's Elective Deferrals are received by the administrative record-keeper.

5.3 Re-deferrals and Changing the Form of Payment . Subject to and in accordance with procedures established by the Committee, a Participant may make an election to re-defer Account(s) until a later Distribution Year or to change the form of a payment (a " Re-deferral Election "); provided that the following requirements are met:

(a) The re-deferral election is made at least twelve (12) months before the first day of the original Distribution Year;

(b) The Distribution Year for the re-deferred amounts is at least five years later than the original Distribution Year; and

(c) The re-deferral election will not take effect for at least twelve (12) months after the re-deferral election is made.

For purposes of this Section 5.3 , all payments, including installment payments, shall be treated as separate payments under Section 409A of the Code.

6. Company Contributions .

6.1 Company Contributions .

(a) In general, for each Plan Year the Company may, but need not, make a Company Contribution to the Plan on behalf of any Participant. The Company Contribution may be expressed as a flat dollar amount or as a percentage of the Participant's Base Salary, Bonus Compensation or other eligible compensation deferral as determined by the Committee. Company Contributions shall be credited to the Participant's Account during the applicable Plan Year, with the timing of such credit in the discretion of the Company. The Company is under no obligation to make a Company Contribution for a Plan Year. Company Contributions need not be uniform among Participants.

(b) Notwithstanding the preceding, with respect to a Group A Eligible Employee Participant, Company Contributions shall be credited for each Plan Year in an amount equal to 100 percent of the first 1 percent, plus 70 percent of the next 5 percent, of the Eligible Compensation the Participant defers under Section 5.2 . Such Company Contributions shall be credited to the Participant's Account as soon as practicable after the end of the applicable pay period.

6.2 Death Prior to a Separation from Service . Notwithstanding anything in the Plan to the contrary, in the event of the death of a Participant prior to a Separation from Service, Company Contributions in the amount of $10,000 shall be credited to the Participant's Account for the Plan Year in which the death occurred.

7. Accounts and Investment Options .

7.1 Establishment of Accounts . The Company shall establish and maintain an Account for each Participant. Amounts credited on behalf of each Participant for each Plan Year shall be accounted for separately. The Company may establish more than one Account or subaccount on behalf of any Participant as deemed necessary by the Committee for administrative purposes.

7.2 Investment Options . The Committee shall select the Investment Options to be made available to Participants for the deemed investment of their Accounts under the Plan. The Committee may change, discontinue, or add to the Investment Options made available under the Plan at any time in its sole discretion. A Participant may select the Investment Options for his or her Account in the Participant's Election Notice and may make changes to his or her selections in accordance with procedures established by the Committee. A Participant may choose to have up to 100% of his or her Account for any Plan Year credited with notional earnings based on the Investment Options or the Interest Crediting Rate.

7.3 Investment Earnings . Each Account shall be adjusted for notional earnings or losses based on the Interest Crediting Rate and/or, as applicable, performance of the Investment Options selected. Earnings and losses shall be computed on each Valuation Date. The amount paid to a Participant on a payment date shall be determined as of the applicable Determination Date.

(a) The Company's Board of Directors (or a designated committee) shall set the Interest Crediting Rate that applies for each Plan Year. A new Interest Crediting Rate

shall apply to Elective Deferrals and Company Contributions credited for each new Plan Year.

(b) For the purpose of adjusting each Account for notional earnings or losses, the Interest Crediting Rate that applies for the Plan Year the Elective Deferrals and Company Contributions are credited to the Participant’s Account shall be fixed, and that fixed rate shall apply in perpetuity with respect to the Elective Deferrals and Company Contributions credited for that Plan Year until such amounts are distributed from the Plan.

7.4 Nature of Accounts . Accounts are not actually invested in the Investment Options available under the Plan and Participants do not have any real or beneficial ownership in any Investment Option; similarly, Participants do not have any real or beneficial ownership in amounts reflecting interest under the Interest Crediting Rate. A Participant's Account is solely a device for the measurement and determination of the amounts to be paid to the Participant pursuant to the Plan and shall not constitute or be treated as a trust fund of any kind.

7.5 Statements . Each Participant shall be provided with statements or access to statements setting out the amounts in his or her Account(s), which shall be delivered at such intervals determined by the Committee.

8. Vesting .

8.1 Vesting of Elective Deferrals . Participants shall be fully vested at all times in their Elective Deferrals and any earnings thereon.

8.2 Vesting of Company Contributions .

Participants shall be vested in Company Contributions, if any, credited to their Account upon completion of two “Years of Service” as such term is defined in the BankUnited 401(k) Plan, or such other tax-qualified retirement plan with a cash or deferred feature that replaces the BankUnited 401(k) Plan. Company Contributions will also vest upon the Participant's death, Disability, attainment of Normal Retirement Age or the occurrence of a Change in Control.

9. Payment of Participant Accounts .

9.1 In General . Payment of a Participant's vested Account for a Plan Year, less any applicable administrative fee, shall be made (or commence, in the case of installments)

within 60 days following of the Determination Date for the Payment Event selected by the Participant for the Plan Year in his or her Election Notice. A Participant may select to have his or her vested Account for a Plan Year made (or commence, in the case of installments) on the latest to occur of a Payment Event. Each of the following events is a " Payment Event ":

(c) The first day of the calendar Distribution Year specified in the Participant's Deferral Election; provided that, the Participant must select from among the available Distribution Year(s) designated by the Committee and set forth in the Election Notice and the Distribution Year must be at least 3 years from the Plan Year;

(d) The date that is the later to occur of the date that the Participant (i) attains age 65 or (ii) has a Separation from Service; and

(e) The date that is the Participant's Separation from Service.

If a Participant does not make an election for a Plan Year, the Participant will be deemed to have elected to receive payment of his or her Account on the Participant's Separation from Service.

9.2 If selected by a Participant in his or her Election Notice for a Plan Year:

(a) In the event of the death of a Participant for whom installment payments have commenced, the remaining amount of the Account shall be distributed to the Participant's Beneficiary in a lump sum payment within 60 days following the death;

(b) In the event of Disability, the Participant's Account shall be distributed in a lump sum payment within 60 days of the Disability;

Absent the Participant's selection in his or her Election Notice, amounts credited to his or her Account for a Plan Year will be distributed in accordance with Section 9.1 above.

9.3 Change in Control . If selected by a Participant in his or her initial Election Notice, in the event of a Change in Control, the Participant's vested Account shall be distributed in a lump sum within 60 days of the Change in Control.

9.4 Timing of Valuation . The value of a Participant's Account on the payment date shall be determined as of the applicable Determination Date.

9.5 Forfeiture of Unvested Account Balances . Unless otherwise determined by the Committee, a Participant's unvested Account balance for a Plan Year shall be forfeited upon the occurrence of a Payment Event with respect to amounts credited to the Participant's Account for that Plan Year.

9.6 Timing of Payments . Except as otherwise provided in this Section 9 , payments shall be made or commence within 60 days following a Determination Date.

9.7 Timing of Payments to Specified Employees . Notwithstanding anything in the Plan to the contrary, if a Participant is a Specified Employee as of the date of his or her Separation from Service, then no distribution of such Participant's Account payable on under Section 9.1(b) or 9.1(c) or otherwise payable upon a Separation from Service shall be made until the first payroll date of the seventh month following the Participant's Separation from Service (or, if earlier, upon the date of the Participant's death) (the " Specified Employee Payment Date "). Any payments to which a Specified Employee otherwise would have been entitled under the Plan during the period between the Participant's Separation from Service and the Specified Employee Payment date shall be accumulated and paid in a lump sum payment on the Specified Employee Payment Date.

9.8 Form of Payment . Each Participant shall specify in his or her Election Notice the following with respect to amounts credited to his or her Account for a Plan Year:

(a) For a specified date payment event (i.e., a payment made pursuant to an election under Section 9.1(a), above), the form of payment shall be a single lump sum payment of amounts credited to his or her Account that are covered by the election. The payment shall be paid in accordance with Section 9.1 .

(b) For a retirement or a Separation from Service payment event (i.e., a payment made pursuant to an election under Section 9.1(b) or (c), above), the form of payment (lump sum or installments) for amounts credited to his or her Account that are covered by the election; provided that if the Participant elects to have amounts paid in installments the Participant must elect the period certain (not to exceed twenty (20) years or any other permissible installment schedules selected by the Committee and set forth in the Election Notice) over which such installment payments will be made. The first installment shall be paid in accordance with Section 9.1 ; subsequent annual installments, if any, shall be valued as of January 31 (or if January 31 is not a Valuation Date, the next subsequent Valuation Date) of each subsequent Plan Year and paid within 60 days thereafter.

In the absence of a valid election with respect to form of payment, amounts made pursuant to an election under Section 9.1(b) or (c), above, will be paid in a single lump sum.

(c) Notwithstanding any payment election made by the Participant, the vested balance in the Participant's Account will be distributed in a single lump sum payment upon the Participant's Separation from Service if at the Determination Date next following the date of the Separation from Service the total vested balance in the Participant’s Account is $5,000 or less.

9.9 Medium of Payment . Any payment from a Participant's Account shall be made in U.S. dollars in the form of a check or direct deposit.

10. Payments Due to Unforeseeable Emergency .

10.1 Request for Payment . If a Participant suffers an Unforeseeable Emergency, he or she may submit a written request to the Committee for payment from his or her Elective Deferral Account.

10.2 No Payment If Other Relief Available . The Committee will evaluate the Participant's request for payment due to an Unforeseeable Emergency taking into account the Participant's circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant to this Section 10 to the extent that the Participant's hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise; or (b) by liquidation of the Participant's assets, to the extent that liquidation of the Participant's assets would not itself cause severe financial hardship.

10.3 Limitation on Payment Amount . The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy the Participant's financial need, including amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the payment, as determined by the Committee. Furthermore, Employer Matching Contributions are not available for withdrawal in the event of an Unforeseeable Emergency.

10.4 Timing of Payment . Payments shall be made from a Participant's Account as soon as practicable and in any event within 30 days following the Committee's determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant's Account.

10.5 Cessation of Deferrals . If a Participant receives payment on account of an Unforeseeable Emergency, the Participant may make no more Elective Deferrals for the remainder of the Plan Year.

11. Acceleration Events .

11.1 Permissible Acceleration Events . Notwithstanding anything in the Plan to the contrary, the Committee, in its sole discretion, may accelerate payment of all or a portion of a Participant's vested Account upon the occurrence of any of the events (" Acceleration Events ") set forth in this Section 11 . The Committee's determination of whether payment may be accelerated in accordance with this Section 11 shall be made in accordance with Treas. Reg. Section 1.409A-3(j)(4).

(a) Limited Cashouts . The Committee may accelerate payment of a Participant's vested Account to the extent that (i) the aggregate amount in the Participant's Account does not exceed the applicable dollar amount under Section 402(g)(1)(B) of the Code, (ii) the payment results in the termination of the Participant's entire interest in the Plan and any plans that are aggregated with the Plan pursuant to Treas. Reg. Section 1.409A-1(c)(2), and (iii) the Committee's decision to cash out the Participant's Account is evidenced in writing no later than the date of payment.

(b) Payment of Employment Taxes . The Committee may accelerate payment of all or a portion of a Participant's vested Account (i) to pay the Federal Insurance Contributions Act (FICA) tax imposed under Sections 3010, 3121(a) and 3121(v)(2) of the Code (the " FICA Amount "), or (ii) to pay the income tax at source on wages imposed under Section 3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount and the additional income tax at source on wages attributable to the pyramiding Section 3401 wages and taxes; provided, however, that the total payment under this Section 11.1(b) shall not exceed the FICA Amount and the income tax withholding related to the FICA Amount.

(c) Payment Upon Income Inclusion . The Committee may accelerate payment of all or a portion of a Participant's vested Account to the extent that the Plan fails to meet the requirements of Section 409A of the Code; provided that, the amount accelerated shall not exceed the amount required to be included in income as a result of the failure to comply with Section 409A of the Code.

(d) Termination of the Plan . The Committee may accelerate payment of all or a portion of a Participant's vested Account upon termination of the Plan in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).

(e) Payment of State, Local or Foreign Taxes . The Committee may accelerate payment of all or a portion of a Participant's vested Account for:


(i)	the payment of state, local or foreign tax obligations arising from participation in the Plan that relate to an amount deferred under the Plan before the amount is paid or made available to the Participant (the " State, Local and Foreign Tax Amount "); provided, however, the accelerated payment amount shall not exceed the taxes due as a result of participation in the Plan, and/or

(ii)

the payment of income tax at source on wages imposed under Section 3401 of the Code as a result of such payment and the payment of the additional income tax at source on wages imposed under Section 3401 of the Code attributable to the additional Section 3401 wages and taxes; provided however, the accelerated payment amount shall not exceed the aggregate of the State, Local and Foreign Tax Amount and the income tax withholding related to such amount.

(f) Certain Offsets . The Committee may accelerate payment of all or a portion of the Participant's vested Account to satisfy a debt of the Participant to the Company or an Affiliate incurred in the ordinary course of the service relationship between the Company and the Participant; provided, however, the amount accelerated shall not exceed $5,000 and the payment shall be made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

12. Section 162(m) of the Code . If the Committee reasonably anticipates that if a payment were made as scheduled under the Plan it would result in a loss of the Company's tax deduction due to the application of Section 162(m) of the Code, such payment may be delayed and paid during the Participant's first taxable year in which the Committee reasonably anticipates that the Company's tax deduction will not be limited or eliminated by the application of Section 162(m) of the Code. Notwithstanding the foregoing, no payment under the Plan may be deferred in accordance with this Section 12 unless all scheduled payments to the Participant and all similarly situated Participants that

could be delayed in accordance with Treas. Reg. Section 1.409A-2(b)(7)(i) are also delayed.

13. Plan Administration .

13.1 Administration By Committee . The Plan shall be administered by the Committee which shall have the authority to:

(a) construe and interpret the Plan and apply its provisions;

(b) promulgate, amend and rescind rules and regulations relating to the administration of the Plan;

(c) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan;

(d) determine minimum or maximum amounts, and the types of compensation, that Participants may elect to defer under the Plan;

(e) select the Investment Options that will be available for the deemed investment of Accounts under the Plan and establish procedures for permitting Participants to change their selected Investment Options;

(f) determine whether any Company Contributions will be made to the Plan with respect to any Plan Year and the amount of any such contributions;

(g) select, subject to the limitations set forth in the Plan, those Employees who shall be Eligible Employees;

(h) evaluate whether a Participant who has requested payment from his or her Account on account of an Unforeseeable Emergency has experienced an Unforeseeable Emergency and the amount of any payment necessary to satisfy the Participant's emergency need;

(i) calculate deemed earnings and losses;

(j) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument, Election Notice or agreement relating to the Plan; and

(k) exercise discretion to make any and all other determinations which it determines to be necessary or advisable for the administration of the Plan.

13.2 Non-Uniform Treatment . The Committee's determinations under the Plan need not be uniform and any such determinations may be made selectively among Participants. Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations with regard to: (a) the terms or conditions of any Elective Deferral; (b) the amount, terms or conditions of any Matching Contribution; or (c) the availability of Investment Options.

13.3 Committee Decisions Final . Subject to right to file claims and appeals under Section 16 , all decisions made by the Committee pursuant to the provisions of the Plan shall be final and binding on the Company and the Participants.

13.4 Indemnification . No member of the Committee or any designee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to the Plan except for any liability arising from his or her own wilful malfeasance, gross negligence or reckless disregard of his or her duties.

14. Amendment and Termination .

The Board may, at any time, and in its discretion, alter, amend, modify, suspend or terminate the Plan or any portion thereof; provided, however, that no such amendment, modification, suspension or termination shall, without the consent of a Participant, adversely affect such Participant's rights with respect to amounts credited to or accrued in his or her Account and provided, further, that, no payment of benefits shall occur upon termination of the Plan unless the requirements of Section 409A of the Code have been met.

15. Miscellaneous .

15.1 No Employment or Other Service Rights . Nothing in the Plan or any instrument executed pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate or interfere in any way with the right of the Company or any Affiliate to terminate the Participant's employment or service at any time with or without notice and with or without cause.

15.2 Tax Withholding . The Company and its Affiliates shall have the right to deduct from any amounts otherwise payable under the Plan any federal, state, local, or other applicable taxes required to be withheld.

15.3 Governing Law . The Plan shall be administered, construed and governed in all respects under and by the laws of the State of Florida, without reference to the principles of conflicts of law (except and to the extent pre-empted by applicable Federal law).

15.4 Section 409A of the Code . The Company intends that the Plan comply with the requirements of Section 409A of the Code and shall be operated and interpreted consistent with that intent. Notwithstanding the foregoing, the Company makes no representation that the Plan complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code.

This Plan shall constitute an "account balance plan" as defined in Treas. Reg. Section 31.3121(v)(2)-1(c)(1)(ii)(A). For purposes of Section 409A of the Code, all amounts deferred under this Plan shall be aggregated with amounts deferred under other account balance plans.

15.5 Trust . The Company may, but is not required to, enter into an agreement to establish an irrevocable rabbi trust (“ Trust ”), to be used in connection with the Plan. Any Trust so established is intended to be a rabbi trust and the assets of the Trust shall at all times be subject to the claims of the Company's general creditors.

Notwithstanding the existence of a Trust, the Plan is intended to be "unfunded" for purposes of ERISA and shall not be construed as providing income to Participants prior to the date that amounts deferred under the Plan are paid.

15.6 No Warranties . Neither the Company nor the Committee warrants or represents that the value of any Participant's Account will increase. Each Participant assumes the risk in connection with the deemed investment of his or her Account.

15.7 Beneficiary Designation . Each Participant under the Plan may from time to time name any beneficiary or beneficiaries to receive the Participant's interest in the Plan in the event of the Participant's death. Each designation will revoke all prior designations by the same Participant, shall be in a form reasonably prescribed by the Committee and shall be effective only when filed by the Participant in writing (including electronic writing) with the Company during the Participant's lifetime. If a Participant fails to designate a

beneficiary, then the Participant's designated beneficiary shall be deemed to be the Participant's estate.

15.8 No Assignment . Neither a Participant nor any other person shall have any right to sell, assign, transfer, pledge, anticipate or otherwise encumber, transfer, hypothecate or convey any amounts payable hereunder prior to the date that such amounts are paid (except for the designation of beneficiaries pursuant to Section 15.7 ).

15.9 Expenses . The costs of administering the Plan shall be paid by the Company. Notwithstanding the preceding, an administrative fee, to be determined by the Company in its discretion, shall be charged against a Participant's vested Account balance where the Participant has terminated employment with the Company prior to attainment of age 65 but maintains an Account balance (i.e., the Participant has not received a full distribution of his or her Account).

15.10 Severability . If any provision of the Plan is held to be invalid, illegal or unenforceable, whether in whole or in part, such provision shall be deemed modified to the extent of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected.

15.11 Headings and Subheadings . Headings and subheadings in the Plan are for convenience only and are not to be considered in the construction of the provisions hereof.

16. Claims Procedures .

16.1 Filing a Claim . Any Participant or other person claiming an interest in the Plan (the " Claimant ") may file a claim in writing with the Committee. The Committee shall review the claim itself or appoint an individual or entity to review the claim.

16.2 Claim Decision . The Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is approved or denied, unless the Committee determines that special circumstances beyond the control of the Plan require an extension of time, in which case the Committee may have up to an additional ninety (90) days to process the claim. If the Committee determines that an extension of time for processing is required, the Committee shall furnish written or electronic notice of the extension to the Claimant before the end of the initial ninety (90) day period. Any notice of extension shall describe

the special circumstances necessitating the additional time and the date by which the Committee expects to render its decision.

16.3 Notice of Denial . If the Committee denies the claim, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a) The specific reason(s) for the denial;

(b) Specific reference to the pertinent Plan provisions on which such denial is based;

(c) A description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or information is necessary;

(d) A description of the Plan's appeal procedures and the time limits applicable to such procedures, including a statement of the Claimant's right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on appeal; and

(e) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

16.4 Appeal Procedures . A request for appeal of a denied claim must be made in writing to the Committee within sixty (60) days after receiving notice of denial. The decision on appeal will be made within sixty (60) days after the Committee's receipt of a request for appeal, unless special circumstances require an extension of time for processing, in which case a decision will be rendered not later than one hundred twenty (120) days after receipt of a request for appeal. A notice of such an extension must be provided to the Claimant within the initial sixty (60) day period and must explain the special circumstances and provide an expected date of decision. The reviewer shall afford the Claimant an opportunity to review and receive, without charge, all relevant documents, information and records and to submit issues and comments in writing to the Committee. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

16.5 Notice of Decision on Appeal . If the Committee denies the appeal, it must provide to the Claimant, in writing or by electronic communication, a notice which includes:

(a) The specific reason(s) for the denial;

(b) Specific references to the pertinent Plan provisions on which such denial is based;

(d) A description of the Plan's voluntary procedures and deadlines, if any;

(e) A statement of the Claimant's right to sue under Section 502(a) of ERISA; and

(f) If an internal rule was relied on to make the decision, either a copy of the internal rule or a statement that this information is available at no charge upon request.

16.6 Claims Procedures Mandatory . The internal claims procedures set forth in this Section 16 are mandatory. If a Claimant fails to follow these claims procedures, or to timely file a request for appeal in accordance with this Section 16 , the denial of the Claim shall become final and binding on all persons for all purposes.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, BankUnited, N.A. has adopted this Plan as of the Effective Date written above.



	BANKUNITED, N.A.
	By_____________________ Name: Christopher M. Perry Title: Executive Vice President, Human Resources

Exhibit 10.6

BankUnited, Inc.

Policy on Incentive Compensation

Purpose

This Policy on Incentive Compensation (the “Policy”) was adopted by the Board of Directors (the “Board”) of BankUnited, Inc. to establish key principles by which the Board and executive management will make determinations with respect to incentive compensation arrangements.

The Board believes that proper and effective incentive compensation arrangements attract skilled staff, encourage employee performance, promote employee retention, provide retirement security to employees, and allow personnel costs to vary along with its revenues.

This Policy should be reviewed in conjunction with the federal regulators’ Guidance on Sound Incentive Compensation Policies , dated June 25, 2010 (the “Guidance”) and attached hereto as Annex A. The Guidance establishes the following core principles for incentive compensation:


•	Provide employees’ incentives that appropriately balance risk and reward;


•	Be compatible with effective controls and risk management; and


•	Be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

Statement of Policy

This Policy applies to incentive compensation arrangements of BankUnited, Inc. and its subsidiaries (collectively, the “Company”) adopted on or after the date hereof.

For purposes of this Policy, the term "incentive compensation" means those portions of an employee’s current or potential compensation that are tied to the achievement of one or more specific metrics (e.g., a level of sales, revenue, or income). It does not include (a) compensation that is awarded solely for, and the payment of which is solely tied to, continued employment or (b) compensation arrangements that are determined based solely on the employee's level of compensation and does not vary based on one or more performance metrics.

The Policy applies to the following groups of employees (“covered employees”): (i) senior executives ¹ and others who are responsible for oversight of the organization's firm-wide activities or material business lines; (ii) individual employees (executive and non-executive level) whose activities may expose the Company to material risks and (iii) groups of employees who collectively can expose the Company to material risks.





1	For purposes of this Policy, and consistent with the Guidance, the term "senior executive"
includes (i) each named executive officer in the Company's proxy statement and (ii) each officer designated by the Board for purposes of Regulation O.

In determining what constitutes ‘material’ risk, the Company will consider the inherent risks associated with an employee’s work activities and the potential or actual risks (financial, reputation and others) faced by the Company based on these activities.

Key Principles


A.	Contribution to the Company . In determining an incentive compensation arrangement for a covered employee, the Company shall take into account the covered employee’s past, present, and expected future contributions to the success, safety, and soundness of the Company. Factors considered in evaluating those contributions may include, among other things:


•	overall individual performance or achievement


•	overall organizational performance or achievement


•	overall individual contribution to organizational performance


•	business segment performance or achievement


•	successful completion of projects/initiatives


•	level of individual responsibilities

Balance risk and financial results . Incentive compensation arrangements shall balance risks and financial results in a manner that allows the Company to attract and retain quality employees and appropriately reward employee contributions, but does not encourage employees to expose the Company to imprudent risks, including those that may emerge in future periods. Additionally, incentive compensation plans for covered employees in risk management and internal control functions should be structured to avoid conflicts of interest.


C.	Risk management and internal controls . The Company shall maintain appropriately strong controls over the design, documentation, approval, and implementing of incentive compensation plans for covered employees. Risk management processes and internal controls should reinforce and support the development and maintenance of balanced incentive compensation arrangements.

Strong corporate governance . The Company shall exercise strong and effective corporate governance, including active oversight by the Board through its Compensation Committee (the “Committee”) or any other designated Board committee. The Committee shall (i) approve incentive compensation arrangements for senior executives, (ii) monitor the performance of the incentive compensation plans; and (iii) review these plans periodically to determine whether the organization’s incentive compensation arrangements may be promoting imprudent risk-taking.

The Committee will additionally ensure that the Company’s public disclosure relating to incentive compensation complies with all applicable laws and regulations.

Policy Administration

Revisions to the Policy will be presented to the Enterprise Risk Management Committee for approval. Revisions deemed material by the Committee will be presented to the Board for ratification at its next scheduled meeting. The Board will review the Policy in its entirety and ratify any revisions no less than annually.

Exhibit 21.1

List of Subsidiaries

The following is a list of the subsidiaries of BankUnited, Inc. as of December 31, 2014, including the name of each subsidiary and its jurisdiction of incorporation:



1.	BankUnited, N.A.	USA
2.	Bay Holdings, Inc.	Florida
3.	Bridge Capital Leasing, Inc.	Florida
4.	BU Delaware, Inc.	Delaware
5.	CRE Properties, Inc.	Florida
6.	Pinnacle Public Finance, Inc.	Delaware
7.	United Capital Business Lending, Inc.	Delaware

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

BankUnited, Inc.:

We consent to the incorporation by reference in the registration statements on Form S‑3ASR (No. 333‑187060) and Form S‑8 (Nos. 333‑172035, 333‑179800, 333‑188925, 333‑190586, 333‑192222 and 333-197808) of BankUnited, Inc. and subsidiaries (the Company) of our reports dated February 26, 2015, with respect to the consolidated balance sheets of the Company as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, cash flows, and stockholders’ equity for each of the years in the three‑year period ended December 31, 2014, and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 annual report on Form 10‑K of the Company.

/s/KPMG LLP

February 26, 2015

Miami, Florida

Certified Public Accountants

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, John A. Kanas, certify that:


1.	I have reviewed this annual report on Form 10-K of BankUnited, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



/s/ John A. Kanas
John A. Kanas
Chairman, President and Chief Executive Officer
Date: February 26, 2015

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Leslie Lunak, certify that:


1.	I have reviewed this annual report on Form 10-K of BankUnited, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



/s/ Leslie Lunak
Leslie Lunak
Chief Financial Officer
Date: February 26, 2015

Exhibit 32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of BankUnited, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2014 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John A. Kanas, as Chief Executive Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1)	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ John A. Kanas
John A. Kanas
Chairman, President and Chief Executive Officer

Date: February 26, 2015

Exhibit 32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of BankUnited, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2014 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leslie Lunak, as Chief Financial Officer of the Company, certify, to the best of my knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


1)	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Leslie Lunak
Leslie Lunak
Chief Financial Officer

Date: February 26, 2015