UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ ~~10-Q~~

FORM 10-Q



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2020

Commission File Number: 001-35039

BankUnited, Inc.

(Exact name of registrant as specified in its charter)



Delaware						27-0162450
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



14817 Oak Lane	Miami Lakes	FL	33016
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: ((305) 569-2000~~305~~) ~~569-2000~~

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 Web site, 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Trading Symbol

Name of Exchange on Which Registered

Common Stock, $0.01 Par Value

BKU

New York Stock Exchange

The number of outstanding shares of the registrant common stock, $0.01 par value, as of ~~August 5,~~November 3, 2020 was ~~92,401,950.~~

92,387,292.

BANKUNITED, INC.

Form 10-Q

For the Quarter Ended ~~June~~September 30, 2020

TABLE OF CONTENTS

GLOSSARY OF DEFINED TERMS

The following acronyms and terms may be used throughout this Form 10-Q, including the consolidated financial statements and related notes.



ACI		Loans acquired with evidence of deterioration in credit quality since origination (Acquired Credit Impaired)
ACL		Allowance for credit losses
AFS		Available for sale
ALCO		Asset/Liability Committee
ALLL		Allowance for loan and lease losses
AOCI		Accumulated other comprehensive income
APY		Annual Percentage Yield
~~ASC~~
ASC		Accounting Standards Codification
ASU		Accounting Standards Update
~~BKU~~		~~BankUnited, Inc.~~
~~BankUnited~~


BKU		BankUnited, Inc.
BankUnited		BankUnited, National Association
The Bank		BankUnited, National Association
~~Bridge~~BFG		Bridge Funding Group, Inc.
Bridge		Bridge Funding Group, Inc.
Buyout loans		FHA and VA insured mortgages from third party servicers who have exercised their right to purchase these loans out of GNMA securitizations
CARES Act		Coronavirus Aid, Relief, and Economic Security Act
~~CDO~~		~~Collateralized debt obligation~~
~~CECL~~	~~Current expected credit losses~~
~~CET1~~	~~Common Equity Tier 1 capital~~
~~CFPB~~	~~Consumer Financial Protection Bureau~~
~~CLO~~	~~Collateralized loan obligations~~
~~CMBS~~	~~Commercial mortgage-backed securities~~
~~CME~~	~~Chicago Mercantile Exchange~~
~~CMOs~~	~~Collateralized mortgage obligations~~
~~COVID-19~~	~~Coronavirus disease of 2019~~
~~CPR~~	~~Constant prepayment rate~~
~~CUSIP~~	~~Committee on Uniform Securities Identification Procedures~~
~~DIF~~	~~Deposit insurance fund~~
~~DSCR~~	~~Debt Service Coverage Ratio~~
~~EPS~~	~~Earnings per common share~~
~~EVE~~	~~Economic value of equity~~
~~FASB~~	~~Financial Accounting Standards Board~~
~~FDIA~~	~~Federal Deposit Insurance Act~~
~~FDIC~~	~~Federal Deposit Insurance Corporation~~
~~FHA loan~~	~~Loan guaranteed by the Federal Housing Administration~~
~~FHLB~~	~~Federal Home Loan Bank~~
~~FICO~~	~~Fair Isaac Corporation (credit score)~~
~~FRB~~	~~Federal Reserve Bank~~
~~GAAP~~	~~U.S. generally accepted accounting principles~~
~~GDP~~	~~Gross Domestic Product~~
~~GNMA~~	~~Government National Mortgage Association~~
~~HTM~~	~~Held to maturity~~



~~IPO~~CECL						Current expected credit losses
CET1						Common Equity Tier 1 capital

C&I						Commercial and Industrial
CLO						Collateralized loan obligations
CMBS						Commercial mortgage-backed securities
CME						Chicago Mercantile Exchange
CMOs						Collateralized mortgage obligations



COVID-19						Coronavirus disease of 2019


CRE						Commercial real estate

DFAST						Dodd-Frank Act Stress Test

DSCR						Debt Service Coverage Ratio
EPS						Earnings per common share
EVE						Economic value of equity


FDIA						Federal Deposit Insurance Act


FHA						Federal Housing Administration
FHLB						Federal Home Loan Bank
FICO						Fair Isaac Corporation (credit score)

FRB						Federal Reserve Bank


GAAP						U.S. generally accepted accounting principles
GDP						Gross Domestic Product

GNMA						Government National Mortgage Association

HTM						Held to maturity
IPO						Initial public offering
~~IRS~~						~~Internal Revenue Service~~
ISDA						International Swaps and Derivatives Association
~~LGD~~
LGD						Loss Given Default
LIBOR						London InterBank Offered Rate
~~LIHTC~~						~~Low Income Housing Tax Credits~~
~~LTV~~						~~Loan-to-value~~


~~MBS~~LTV						~~Mortgage-backed securities~~Loan-to-value
~~MSA~~MBS						Mortgage-backed securities
MSA						Metropolitan Statistical Area
~~NRSRO~~
MWL						Mortgage warehouse lending


Non-OOCRE						Non-owner occupied commercial real estate
NRSRO						Nationally recognized statistical rating organization
~~NYSE~~						~~New York Stock Exchange~~
~~OCC~~						~~Office of the Comptroller of the Currency~~
~~OCI~~

OCI						Other comprehensive income
~~OREO~~OFAC						U.S. Department of the Treasury's Office of Foreign Assets Control
OOCRE						Owner occupied commercial real estate
OREO						Other real estate owned
~~PCD~~OTTI						~~Purchased credit-deteriorated~~Other than temporary impairment
PDPCD						Purchased credit-deteriorated
PD						Probability of default
Pinnacle						Pinnacle Public Finance, Inc.
PPNR						Pre-tax, pre-provision net revenue
PPP						Small Business Administration’s Paycheck Protection Program
PPPLF						FRB Paycheck Protection Program Liquidity Facility
~~Proxy Statement~~						~~Definitive proxy statement for the Company's 2019 annual meeting of stockholders~~
PSU						Performance Share Unit
~~QRMs~~						~~Qualified residential mortgages~~
REIT						Real Estate Investment Trust
~~ROU Asset~~						~~Right-of-use Asset~~
~~RSU~~
RSU						Restricted Share Unit
~~SBA~~
SBA						U.S. Small Business Administration
SBF						Small Business Finance Unit
SEC						Securities and Exchange Commission
~~SOFR~~

SOFR						Secured Overnight Financing Rate
~~TDR~~S&P 500						~~Troubled-debt restructuring~~Standard & Poor's 500 Index
~~Tri-State~~
TDR						Troubled-debt restructuring
Tri-State						New York, New Jersey and Connecticut
UPB						Unpaid principal balance
~~USDA~~						~~U.S. Department of Agriculture~~
VA loan						Loan guaranteed by the U.S. Department of Veterans Affairs
~~WARM~~
VIX						CBOE Volatility Index
WARM						Weighted-average remaining maturity

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements and Supplementary Data

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(In thousands, except share and per share data)

June 30,
2020 December 31,
2019
ASSETS

Cash and due from banks:

Non-interest bearing $ 10,599
$ 7,704
Interest bearing 391,632
206,969
Cash and cash equivalents 402,231
214,673
Investment securities (including securities recorded at fair value of $8,683,628 and $7,759,237) 8,693,628
7,769,237
Non-marketable equity securities 233,051
253,664
Loans held for sale 2,623
37,926
Loans 23,834,889
23,154,988
Allowance for credit losses (266,123 ) (108,671 )
Loans, net 23,568,766
23,046,317
Bank owned life insurance 292,012
282,151
Operating lease equipment, net 689,965
698,153
Goodwill and other intangible assets 77,652
77,674
Other assets 785,971
491,498
Total assets $ 34,745,899
$ 32,871,293

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

Demand deposits:

Non-interest bearing $ 5,883,362
$ 4,294,824
Interest bearing 2,865,944
2,130,976
Savings and money market 10,590,315
10,621,544
Time 6,730,803
7,347,247
Total deposits 26,070,424
24,394,591
Federal funds purchased 100,000
100,000
FHLB and PPPLF borrowings 4,650,599
4,480,501
Notes and other borrowings 722,332
429,338
Other liabilities 447,491
486,084
Total liabilities 31,990,846
29,890,514

Commitments and contingencies

Stockholders' equity:

Common stock, par value $0.01 per share, 400,000,000 shares authorized; 92,420,278 and 95,128,231 shares issued and outstanding 924
951
Paid-in capital 991,509
1,083,920
Retained earnings 1,905,639
1,927,735
Accumulated other comprehensive loss (143,019 ) (31,827 )
Total stockholders' equity 2,755,053
2,980,779
Total liabilities and stockholders' equity $ 34,745,899
$ 32,871,293


	September 30, 2020		December 31, 2019
ASSETS
Cash and due from banks:
Non-interest bearing	$	175	$	7,704
Interest bearing	369,601		206,969
Cash and cash equivalents	369,776		214,673
Investment securities (including securities recorded at fair value of $9,290,883 and $7,759,237)	9,300,883		7,769,237
Non-marketable equity securities	208,614		253,664
Loans held for sale	3,816		37,926
Loans	23,779,315		23,154,988
Allowance for credit losses	(274,128)		(108,671)
Loans, net	23,505,187		23,046,317
Bank owned life insurance	292,773		282,151
Operating lease equipment, net	676,321		698,153

Goodwill and other intangible assets	77,641		77,674
Other assets	593,586		491,498
Total assets	$	35,028,597	$	32,871,293

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Demand deposits:
Non-interest bearing	$	6,789,622	$	4,294,824
Interest bearing	2,916,891		2,130,976
Savings and money market	11,002,794		10,621,544
Time	5,887,903		7,347,247
Total deposits	26,597,210		24,394,591
Federal funds purchased	180,000		100,000
FHLB and PPPLF borrowings	4,118,460		4,480,501
Notes and other borrowings	722,592		429,338
Other liabilities	545,511		486,084
Total liabilities	32,163,773		29,890,514

Commitments and contingencies

Stockholders' equity:
Common stock, par value $0.01 per share, 400,000,000 shares authorized; 92,388,641 and 95,128,231 shares issued and outstanding	924		951
Paid-in capital	995,438		1,083,920
Retained earnings	1,950,288		1,927,735
Accumulated other comprehensive loss	(81,826)		(31,827)
Total stockholders' equity	2,864,824		2,980,779
Total liabilities and stockholders' equity	$	35,028,597	$	32,871,293

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

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(In thousands, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Interest income:
Loans	$	208,646	$	248,770	$	656,943	$	738,766
Investment securities	44,604		69,413		151,596		218,554
Other	1,322		5,219		7,950		15,140
Total interest income	254,572		323,402		816,489		972,460
Interest expense:
Deposits	37,681		99,483		170,690		296,891
Borrowings	29,412		38,229		87,407		108,095
Total interest expense	67,093		137,712		258,097		404,986
Net interest income before provision for credit losses	187,479		185,690		558,392		567,474
Provision for credit losses	29,232		1,839		180,074		9,373
Net interest income after provision for credit losses	158,247		183,851		378,318		558,101
Non-interest income:
Deposit service charges and fees	4,040		4,269		11,927		12,389
Gain on sale of loans, net	2,953		5,163		10,745		10,220
Gain on investment securities, net	7,181		3,835		10,564		13,736
Lease financing	13,934		18,583		45,565		52,774
Other non-interest income	8,184		6,006		19,140		20,329
Total non-interest income	36,292		37,856		97,941		109,448
Non-interest expense:
Employee compensation and benefits	48,448		57,102		156,212		179,586
Occupancy and equipment	12,170		14,673		36,440		42,477
Deposit insurance expense	5,886		3,781		15,095		12,849
Professional fees	2,436		2,923		8,771		17,731
Technology and telecommunications	15,435		10,994		42,056		34,175
Depreciation of operating lease equipment	12,315		11,582		37,137		34,883
Loss on debt extinguishment	—		3,796		—		3,796
Other non-interest expense	11,937		16,455		38,154		42,584
Total non-interest expense	108,627		121,306		333,865		368,081
Income before income taxes	85,912		100,401		142,394		299,468
Provision for income taxes	19,353		24,182		30,278		75,826
Net income	$	66,559	$	76,219	$	112,116	$	223,642
Earnings per common share, basic	$	0.70	$	0.78	$	1.17	$	2.23
Earnings per common share, diluted	$	0.70	$	0.77	$	1.17	$	2.23

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
Interest income:

Loans $ 213,938
$ 249,364
$ 448,297
$ 489,996
Investment securities 50,932
72,796
106,992
149,141
Other 2,908
5,069
6,628
9,921
Total interest income 267,778
327,229
561,917
649,058
Interest expense:
Deposits 50,187
99,987
133,009
197,408
Borrowings 27,254
36,359
57,995
69,866
Total interest expense 77,441
136,346
191,004
267,274
Net interest income before provision for credit losses 190,337
190,883
370,913
381,784
Provision for (recovery of) credit losses 25,414
(2,747 ) 150,842
7,534
Net interest income after provision for credit losses 164,923
193,630
220,071
374,250
Non-interest income:
Deposit service charges and fees 3,701
4,290
7,887
8,120
Gain on sale of loans, net 4,326
2,121
7,792
5,057
Gain on investment securities, net 6,836
4,116
3,383
9,901
Lease financing 16,150
17,005
31,631
34,191
Other non-interest income 7,338
7,805
10,956
14,323
Total non-interest income 38,351
35,337
61,649
71,592
Non-interest expense:
Employee compensation and benefits 48,877
57,251
107,764
122,484
Occupancy and equipment 11,901
13,991
24,270
27,157
Deposit insurance expense 4,806
5,027
9,209
9,068
Professional fees 3,131
6,937
6,335
14,808
Technology and telecommunications 14,025
12,013
26,621
23,181
Depreciation of operating lease equipment 12,219
11,489
24,822
23,301
Other non-interest expense 11,411
13,377
26,217
26,776
Total non-interest expense 106,370
120,085
225,238
246,775
Income before income taxes 96,904
108,882
56,482
199,067
Provision for income taxes 20,396
27,431
10,925
51,644
Net income $ 76,508
$ 81,451
$ 45,557
$ 147,423
Earnings per common share, basic $ 0.80
$ 0.81
$ 0.47
$ 1.46
Earnings per common share, diluted $ 0.80
$ 0.81
$ 0.47
$ 1.45

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

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

(In thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019

Net income	$	66,559	$	76,219	$	112,116	$	223,642
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities available for sale:
Net unrealized holding gain arising during the period	49,829		8,358		25,074		53,301
Reclassification adjustment for net securities gains realized in income	(1,685)		(2,518)		(7,089)		(8,568)
Net change in unrealized gain (loss) on securities available for sale	48,144		5,840		17,985		44,733
Unrealized losses on derivative instruments:
Net unrealized holding gain (loss) arising during the period	1,251		(16,774)		(90,633)		(74,667)
Reclassification adjustment for net (gains) losses realized in income	11,798		(374)		22,649		(3,616)
Net change in unrealized losses on derivative instruments	13,049		(17,148)		(67,984)		(78,283)
Other comprehensive income (loss)	61,193		(11,308)		(49,999)		(33,550)
Comprehensive income	$	127,752	$	64,911	$	62,117	$	190,092

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019

Net income $ 76,508
$ 81,451
$ 45,557
$ 147,423
Other comprehensive income (loss), net of tax:

Unrealized gains (losses) on investment securities available for sale:

Net unrealized holding gain (loss) arising during the period 188,405
23,326
(24,755 ) 44,943
Reclassification adjustment for net securities gains realized in income (4,264 ) (2,877 ) (5,404 ) (6,050 )
Net change in unrealized gain (loss) on securities available for sale 184,141
20,449
(30,159 ) 38,893
Unrealized losses on derivative instruments:

Net unrealized holding loss arising during the period (11,070 ) (37,218 ) (91,884 ) (57,893 )
Reclassification adjustment for net (gains) losses realized in income 7,502
(1,241 ) 10,851
(3,242 )
Net change in unrealized losses on derivative instruments (3,568 ) (38,459 ) (81,033 ) (61,135 )
Other comprehensive income (loss) 180,573
(18,010 ) (111,192 ) (22,242 )
Comprehensive income (loss) $ 257,081
$ 63,441
$ (65,635 ) $ 125,181

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

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In thousands)


	Nine Months Ended September 30,
	2020		2019
Cash flows from operating activities:
Net income	$	112,116	$	223,642
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and accretion, net	(20,102)		(30,550)
Provision for credit losses	180,074		9,373


Gain on sale of loans, net	(10,745)		(10,220)

Gain on investment securities, net	(10,564)		(13,736)
Equity based compensation	12,286		16,967
Depreciation and amortization	54,377		53,105
Deferred income taxes	(27,304)		22,278
Loss on debt extinguishment	—		3,796
Proceeds from sale of loans held for sale	498,431		317,027
Loans originated for sale, net of repayments	(21,780)		(68,665)
Other:
Decrease in other assets	2,509		20,288
Decrease in other liabilities	(134,363)		(131,066)
Net cash provided by operating activities	634,935		412,239

Cash flows from investing activities:

Purchase of investment securities	(3,356,639)		(3,176,833)
Proceeds from repayments and calls of investment securities	912,403		1,057,043
Proceeds from sale of investment securities	930,757		2,297,121
Purchase of non-marketable equity securities	(134,938)		(319,387)
Proceeds from redemption of non-marketable equity securities	179,988		313,650
Purchases of loans	(2,082,695)		(1,636,932)
Loan originations, repayments and resolutions, net	1,000,352		332,246
Proceeds from sale of loans, net	11,604		205,869



Acquisition of operating lease equipment	(19,597)		(38,312)
Other investing activities	(12,328)		(27,005)
Net cash used in investing activities	(2,571,093)		(992,540)
			(Continued)

Six Months Ended June 30,
2020 2019
Cash flows from operating activities:

Net income $ 45,557
$ 147,423
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and accretion, net (11,590 ) (22,452 )
Provision for credit losses 150,842
7,534
Gain on sale of loans, net (7,792 ) (5,057 )
Gain on investment securities, net (3,383 ) (9,901 )
Equity based compensation 7,351
11,251
Depreciation and amortization 35,691
35,555
Deferred income taxes (769 ) 10,813
Proceeds from sale of loans held for sale 369,807
209,854
Loans originated for sale, net of repayments (17,681 ) (51,024 )
Other:
(Increase) decrease in other assets (23,101 ) 31,897
Decrease in other liabilities (224,093 ) (128,097 )
Net cash provided by operating activities 320,839
237,796

Cash flows from investing activities:

Purchase of investment securities (2,263,847 ) (2,160,715 )
Proceeds from repayments and calls of investment securities 587,139
647,214
Proceeds from sale of investment securities 547,337
1,626,250
Purchase of non-marketable equity securities (128,562 ) (196,137 )
Proceeds from redemption of non-marketable equity securities 149,175
173,400
Purchases of loans (1,085,437 ) (894,235 )
Loan originations, repayments and resolutions, net 68,012
(51,014 )
Proceeds from sale of loans, net 11,604
9,560
Proceeds from sale of operating lease equipment —
8,986
Acquisition of operating lease equipment (19,118 ) (37,122 )
Other investing activities (10,663 ) (24,950 )
Net cash used in investing activities (2,144,360 ) (898,763 )
(Continued)

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

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands)


	Nine Months Ended September 30,
	2020		2019
Cash flows from financing activities:
Net increase in deposits	2,202,619		482,205
Net increase in federal funds purchased	80,000		0
Additions to FHLB and PPPLF borrowings	4,281,960		3,962,000
Repayments of FHLB and PPPLF borrowings	(4,647,310)		(3,827,000)
Proceeds from issuance of notes, net	293,858		0
Dividends paid	(64,611)		(63,558)

Repurchase of common stock	(100,972)		(150,000)
Other financing activities	45,717		24,809
Net cash provided by financing activities	2,091,261		428,456
Net increase (decrease) in cash and cash equivalents	155,103		(151,845)
Cash and cash equivalents, beginning of period	214,673		382,073
Cash and cash equivalents, end of period	$	369,776	$	230,228

Supplemental disclosure of cash flow information:
Interest paid	$	268,970	$	391,691
Income taxes paid (refunded), net	$	5,944	$	(264)

Supplemental schedule of non-cash investing and financing activities:

Transfers from loans to other real estate owned and other repossessed assets	$	4,170	$	3,211
Transfers from loans to loans held for sale	$	451,864	$	439,525
Transfers from loans held for sale to loans	$	9,055	$	19,716
Dividends declared, not paid	$	21,910	$	20,524
Unsettled sales of investment securities, net of unsettled purchases	$	10,339	$	88,331

Six Months Ended June 30,
2020 2019
Cash flows from financing activities:
Net increase in deposits 1,675,833
448,177
Net decrease in federal funds purchased —
(76,000 )
Additions to FHLB and PPPLF borrowings 3,762,336
2,456,000
Repayments of FHLB and PPPLF borrowings (3,596,310 ) (1,921,000 )
Proceeds from issuance of notes, net 293,858
—
Dividends paid (42,702 ) (42,937 )
Repurchase of common stock (100,972 ) (142,065 )
Other financing activities 19,036
(448 )
Net cash provided by financing activities 2,011,079
721,727
Net increase in cash and cash equivalents 187,558
60,760
Cash and cash equivalents, beginning of period 214,673
382,073
Cash and cash equivalents, end of period $ 402,231
$ 442,833

Supplemental disclosure of cash flow information:
Interest paid $ 209,233
$ 258,561
Income taxes refunded (paid), net $ 4,883
$ (4,350 )

Supplemental schedule of non-cash investing and financing activities:
Unsettled sale of loans $ 11,058
$ —
Transfers from loans to other real estate owned and other repossessed assets $ 4,161
$ 2,817
Transfers from loans to loans held for sale $ 329,308
$ 342,310
Transfers from loans held for sale to loans $ 9,055
$ —
Dividends declared, not paid $ 21,909
$ 20,621
Unsettled sales of investment securities $ 177,546
$ —
Unsettled purchases of investment securities $ 2,758
$ 21,396

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

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - UNAUDITED

(In thousands, except share data)


	Common Shares Outstanding	Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at June 30, 2020	92,420,278	$	924	$	991,509	$	1,905,639	$	(143,019)	$	2,755,053
Comprehensive income	—	—		—		66,559		61,193		127,752
Dividends ($0.23 per common share)	—	—		—		(21,910)		—		(21,910)
Equity based compensation	0	0		3,878		—		—		3,878
Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(39,405)	0		(91)		—		—		(91)
Exercise of stock options	7,768	0		142		—		—		142

Balance at September 30, 2020	92,388,641	$	924	$	995,438	$	1,950,288	$	(81,826)	$	2,864,824

Balance at June 30, 2019	95,315,633	$	953	$	1,080,966	$	1,803,360	$	(17,369)	$	2,867,910
Comprehensive income	—	—		—		76,219		(11,308)		64,911
Dividends ($0.21 per common share)	—	—		—		(20,524)		—		(20,524)
Equity based compensation	8,219	0		4,564		—		—		4,564
Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(38,596)	0		(145)		—		—		(145)
Exercise of stock options	22,133	1		493		—		—		494
Repurchase of common stock	(236,990)	(3)		(7,932)		—		—		(7,935)
Balance at September 30, 2019	95,070,399	$	951	$	1,077,946	$	1,859,055	$	(28,677)	$	2,909,275


																			Common Shares Outstanding	Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Common Shares Outstanding		Common Stock			Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at March 31, 2020	92,406,294		$	924		$	987,757		$	1,851,040		$	(323,592	)	$	2,516,129

Balance at December 31, 2019																		Balance at December 31, 2019	95,128,231	$	951	$	1,083,920	$	1,927,735	$	(31,827)	$	2,980,779
Impact of adoption of ASU 2016-13																		Impact of adoption of ASU 2016-13	—	—		—		(23,817)		—		(23,817)
Balance at January 1, 2020																		Balance at January 1, 2020	95,128,231	951		1,083,920		1,903,918		(31,827)		2,956,962
Comprehensive income	—		—			—			76,508			180,573			257,081			Comprehensive income	—	—		—		112,116		(49,999)		62,117
Dividends ($0.23 per common share)	—		—			—			(21,909		)	—			(21,909		)
Dividends ($0.69 per common share)																		Dividends ($0.69 per common share)	—	—		—		(65,746)		—		(65,746)
Equity based compensation	56,688		1			3,762			—			—			3,763			Equity based compensation	743,696	8		15,306		—		—		15,314
Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(42,704	)	(1		)	(10		)	—			—			(11		)	Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(225,477)	(3)		(4,519)		—		—		(4,522)
Balance at June 30, 2020	92,420,278		$	924		$	991,509		$	1,905,639		$	(143,019	)	$	2,755,053
Exercise of stock options																		Exercise of stock options	67,768	1		1,670		—		—		1,671
Repurchase of common stock																		Repurchase of common stock	(3,325,577)	(33)		(100,939)		—		—		(100,972)
Balance at September 30, 2020																		Balance at September 30, 2020	92,388,641	$	924	$	995,438	$	1,950,288	$	(81,826)	$	2,864,824

Balance at March 31, 2019	98,404,303		$	984		$	1,179,235		$	1,742,530		$	641		$	2,923,390
Balance at December 31, 2018																		Balance at December 31, 2018	99,141,374	$	991	$	1,220,147	$	1,697,822	$	4,873	$	2,923,833
Comprehensive income	—		—			—			81,451			(18,010		)	63,441			Comprehensive income	—	—		—		223,642		(33,550)		190,092
Dividends ($0.21 per common share)	—		—			—			(20,621		)	—			(20,621		)
Dividends ($0.63 per common share)																		Dividends ($0.63 per common share)	—	—		—		(62,409)		—		(62,409)
Equity based compensation	18,383		—			3,967			—			—			3,967			Equity based compensation	590,572	6		13,614		—		—		13,620
Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(95,061	)	(1		)	(175		)	—			—			(176		)	Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(325,523)	(3)		(6,396)		—		—		(6,399)
Exercise of stock options																		Exercise of stock options	26,043	1		537		—		—		538
Repurchase of common stock	(3,011,992	)	(30		)	(102,061		)	—			—			(102,091		)	Repurchase of common stock	(4,362,067)	(44)		(149,956)		—		—		(150,000)
Balance at June 30, 2019	95,315,633		$	953		$	1,080,966		$	1,803,360		$	(17,369	)	$	2,867,910
Balance at September 30, 2019																		Balance at September 30, 2019	95,070,399	$	951	$	1,077,946	$	1,859,055	$	(28,677)	$	2,909,275

Common
Shares
Outstanding

Common
Stock

Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders’
Equity
Balance at December 31, 2019 95,128,231
$ 951
$ 1,083,920
$ 1,927,735
$ (31,827 ) $ 2,980,779
Impact of adoption of ASU 2016-13 —
—
—
(23,817 ) —
(23,817 )
Comprehensive loss —
—
—
45,557
(111,192 ) (65,635 )
Dividends ($0.46 per common share) —
—
—
(43,836 ) —
(43,836 )
Equity based compensation 743,696
8
11,428
—
—
11,436
Forfeiture of unvested shares and shares surrendered for tax withholding obligations (186,072 ) (3 ) (4,428 ) —
—
(4,431 )
Exercise of stock options 60,000
1
1,528
—
—
1,529
Repurchase of common stock (3,325,577 ) (33 ) (100,939 ) —
—
(100,972 )
Balance at June 30, 2020 92,420,278
$ 924
$ 991,509
$ 1,905,639
$ (143,019 ) $ 2,755,053

Balance at December 31, 2018 99,141,374
$ 991
$ 1,220,147
$ 1,697,822
$ 4,873
$ 2,923,833
Comprehensive income —
—
—
147,423
(22,242 ) 125,181
Dividends ($0.42 per common share) —
—
—
(41,885 ) —
(41,885 )
Equity based compensation 582,353
6
9,050
—
—
9,056
Forfeiture of unvested shares and shares surrendered for tax withholding obligations (286,927 ) (3 ) (6,251 ) —
—
(6,254 )
Exercise of stock options 3,910
—
44
—
—
44
Repurchase of common stock (4,125,077 ) (41 ) (142,024 ) —
—
(142,065 )
Balance at June 30, 2019 95,315,633
$ 953
$ 1,080,966
$ 1,803,360
$ (17,369 ) $ 2,867,910

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 - UNAUDITED

~~June~~September 30, 2020

Note 1 Basis of Presentation and Summary of Significant Accounting Policies

BankUnited, Inc. is a national bank holding company with one wholly-owned subsidiary, BankUnited, 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 7471 banking centers located in 14 Florida counties and 5 banking centers located in the New York metropolitan area at ~~June~~September 30, 2020. The Bank also offers certain commercial lending and deposit products through national platforms.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, these do not include all of the information and footnotes required for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP and should be read in conjunction with the Company’s consolidated financial statements and the notes thereto appearing in BKU’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2020 are not necessarily indicative of the results that may be expected in future periods.

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

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 credit losses and the fair values of investment securities and other financial instruments.

New Accounting Pronouncements Adopted During the ~~Six~~Nine Months Ended ~~June~~September 30, 2020

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326); Measurement of Credit Losses on Financial Instruments. The ASU, along with subsequent ASUs issued to clarify certain of its provisions, introduced new guidance which made substantive changes to the accounting for credit losses. The ASU introduced the CECL model which applies to financial assets subject to credit losses and measured at amortized cost, as well as certain off-balance sheet credit exposures. This includes loans, loan commitments, standby letters of credit, net investments in leases recognized by a lessor and HTM debt securities. The CECL model requires an entity to estimate credit losses expected over the life of an exposure, considering information about historical events, current conditions and reasonable and supportable forecasts, and is generally expected to result in earlier recognition of credit losses. The ASU also modified certain provisions of the previous OTTI model for AFS debt securities. Credit losses on AFS debt securities are now limited to the difference between the security's amortized cost basis and its fair value, and should be recognized through an allowance for credit losses rather than as a direct reduction in amortized cost basis. The Company adopted this ASU in the first quarter of 2020 using the modified retrospective transition method for the CECL model and a prospective approach for the AFS debt security model. The Company recorded a cumulative-effect adjustment to retained earnings of $23.8 million, which included $4.8 million related to off -balance sheet credit exposures, on January 1, 2020. No cumulative-effect adjustment was recorded related to AFS debt securities upon adoption. The Company has elected to phase-in the initial impact of the adoption of ASC 326 for regulatory capital purposes, allowing the impact of adoption on regulatory capital to be delayed for two years, followed by a three-year transition period.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU provides optional relief for a limited period of time to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. Under this ASU, companies are provided with optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contract modifications and hedging relationships that currently utilize LIBOR as their benchmark rate, subject to certain criteria being met. The amendments in the ASU also apply to contemporaneous modifications of other contract terms related to the replacement of LIBOR. The amendments in the ASU are effective for all entities as of March 12, 2020 and will only be in effect through December 31, 2022. To date, the impact of adoption of this ASU on the Company's consolidated financial position, results of operations, and cash flows has not been material.

Accounting Pronouncements Not Yet Adopted

ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU simplifies the accounting for income taxes by removing certain exceptions stipulated in ASC 740 and making some other targeted changes to the accounting for income taxes. This ASU is effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2020. The Company has not finalized its evaluation of the impact of adoption on its consolidated financial position, results of operations, and cash flows, but the impact is not currently expected to be material.

Updates to the Company's Significant Accounting Policies

Loans

The Company's loan portfolio contains 1-4 single family residential first mortgages, government insured residential mortgages, an insignificant amount of ~~home equity loans and lines of credit and~~ other consumer ~~loans;~~loans, multi-family, non-owner occupied commercial real estate, construction and land, owner-occupied commercial real estate and commercial and industrial loans, PPP loans, mortgage warehouse lines of credit and sales-type and direct financing leases. Loans are reported at amortized cost basis, net of the ACL.

Interest income 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.

Non-accrual loans

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. Residential and other consumer loans, other than government insured residential loans, are generally placed on non-accrual status when they are 90 days past due. When a loan is placed on non-accrual status, uncollected interest accrued is reversed and charged to interest income. Payments received on ~~nonaccrual~~non-accrual commercial loans are applied as a reduction of principal. Interest payments are recognized as income on a cash basis on ~~nonaccrual~~non-accrual residential loans. 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 generally returned to accrual status when less than 90 days past due. 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 government insured residential loans are not classified as non-accrual due to the nature of the guarantee. Contractually delinquent PCD loans are not classified as non-accrual as long as the Company has a reasonable expectation about amounts expected to be collected.

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, the related loan is classified as a TDR. 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 was performing prior to the restructuring.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

Under recently issued inter-agency and authoritative guidance and consistent with the CARES Act, short-term (generally periods of six months or less) deferrals or modifications related to COVID-19 will typically not be categorized as TDRs. Additionally, section 4013 of the CARES Act effectively suspended the guidance related to TDRs codified in ASC 310-40 until the earlier of December 31, 2020 or the date of the suspension of the declared state of emergency related to the COVID-19 pandemic. The Company has elected to apply the provisions of section 4013 to loan modifications, other than short-term payment deferrals of 6 months or less that are subject to the interagency guidance, that might otherwise be categorized as TDRs under ASC 310-40.

Purchased Credit Deteriorated ("PCD") assets

PCD assets are acquired financial assets that, as of the date of acquisition, have experienced a more than insignificant deterioration in credit quality since origination. An assessment is conducted at acquisition to determine whether acquired financial assets meet the criteria to be classified as PCD assets. That assessment may be conducted at the individual asset level, or for a group of assets acquired together that have similar risk characteristics. At acquisition, the ACL related to PCD assets, representing the estimated amount of the UPB of the assets not expected to be collected, is added to the purchase price to determine the amortized cost basis and any non-credit related discount or premium is allocated to the individual assets acquired. The non-credit related discount or premium is accreted or amortized to interest income over the life of the related assets using the level yield method, as long as there is a reasonable expectation about amounts expected to be collected. Subsequent changes in the amount of expected credit losses are recognized immediately by adjusting the ACL and reflecting the periodic changes as credit loss expense or reversal of credit loss expense.

Loans previously categorized as ACI loans were categorized as PCD loans on initial adoption of ASC 326. At adoption, an ACL was recognized and a corresponding adjustment was made to the assets' amortized cost basis. Prior to the adoption of ASC 326, ACI loans were accounted for on a pool basis. These pools were not maintained on adoption. The Company did not re-assess whether modifications to individual PCD loans previously accounted for in pools were TDRs at adoption.

Allowance for Credit Losses ("ACL")

AFS Debt Securities

The Company reviews its AFS debt securities for credit loss impairment at the individual security level on at least a quarterly basis. A security is impaired if its fair value is less than its amortized cost basis. A decline in fair value below amortized cost basis represents a credit loss impairment to the extent the Company does not expect to recover the amortized cost basis of the security. Impairment related to credit losses is recorded through the ACL to the extent fair value is less than the amortized cost basis. Declines in fair value that have not been recorded through the ACL are recorded through other comprehensive income, net of applicable taxes.

In assessing whether an impairment is credit loss related, the Company compares the present value of cash flows expected to be collected to the security's amortized cost basis. If the present value of cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an ACL is recorded. The Company discounts expected cash flows at the effective interest rate implicit in the security at the purchase date, adjusted for expected prepayments. For floating rate securities, the Company uses the floating rate as it changes over the life of the security. In developing estimates about cash flows expected to be collected and determining whether a credit loss exists, the Company considers information about past events, current conditions and reasonable and supportable forecasts. Factors and information that the Company uses in making its assessments include, but are not necessarily limited to, the following:

•The extent to which fair value is less than amortized cost;

•Adverse conditions specifically related to the security, an industry or geographic area;

•Changes in the financial condition of the issuer or underlying loan obligors;

•The payment structure and remaining payment terms of the security, including levels of subordination or over-collateralization;

•Failure of the issuer to make scheduled payments;

•Changes in credit ratings;

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

•Relevant market data;

•Estimated prepayments, defaults, and the value and performance of underlying collateral at the individual security level.

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

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

Timely payment of principal and interest on securities issued by the U.S. Government, U.S. government agencies and U.S. government sponsored entities is explicitly or implicitly guaranteed by the U. S. government. Therefore, the Company expects to recover the amortized cost basis of these securities.

If the Company intends to sell a security in an unrealized loss position, or it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, any allowance for credit losses will be written off and the amortized cost basis will be written down to the debt security’s fair value at the reporting date with any incremental impairment reported in earnings.

~~Historically, the Company has not experienced credit losses related to AFS securities or uncollectible interest on its AFS securities. However,~~ AFS securities would be charged off to the extent that there was no reasonable expectation of recovery of amortized cost basis. AFS securities would be placed on non-accrual status if the Company did not reasonably expect to receive interest payments in the future and interest accrued would be reversed against interest income. Securities would be returned to accrual status only when collection of interest was reasonably assured.

Loans

The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected. The ACL is adjusted through the provision for credit losses to the amount of amortized cost basis not expected to be collected, or in the case of PCD loans, the amount of UPB not expected to be collected, at the balance sheet date. Amortized cost basis includes UPB, unamortized premiums or discounts and deferred fees and costs, net of amounts previously charged off.

The measurement of expected credit losses encompasses information about historical events, current conditions and reasonable and supportable forecasts. Determining the amount of the ACL is complex and requires extensive judgment by management about matters that are inherently uncertain. Re-evaluation of the ACL estimate in future periods, in light of changes in composition and characteristics of the loan portfolio, changes in the reasonable and supportable forecast and other factors then prevailing may result in material changes in the amount of the ACL and credit loss expense in those future periods.

Loans are charged off against the ACL in the period in which they are deemed uncollectible and recoveries are credited to the ACL when received. Expected recoveries on loans previously charged off, not to exceed the aggregate of amounts previously charged-off and expected to be charged-off, are included in the ACL estimate. For loans secured by residential real estate, an assessment of collateral value is made at no later than 120 days delinquency; 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. Other consumer loans are typically charged off at 120 days delinquency. Commercial loans are charged off when, in management's judgment, they are considered to be uncollectible.

Expected credit losses are estimated on a collective basis for groups of loans that share similar risk characteristics. Factors that may be considered in aggregating loans for this purpose include but are not necessarily limited to, product or collateral type, industry, geography, internal risk rating, credit characteristics such as credit scores or collateral values, and historical or expected credit loss patterns. For loans that do not share similar risk characteristics with other loans such as collateral dependent loans and TDRs, expected credit losses are estimated on an individual basis.

Expected credit losses are estimated over the contractual terms of the loans, adjusted for expected prepayments. Expected prepayments for commercial loans are generally estimated based on the Company's historical experience. For residential loans, expected prepayments are estimated using a model that incorporates industry prepayment data, calibrated to reflect the Company's experience. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a TDR will be executed with an

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

The length of the reasonable and supportable forecast period is evaluated at each reporting period and adjusted if deemed necessary. ~~At June 30, 2020,~~Currently, the Company ~~changed from a 5-year to~~uses a 2-year reasonable and supportable forecast period in estimating the ACL.

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

For the substantial majority of portfolio segments and subsegments, including residential loans other than government insured loans, and most commercial and commercial real estate loans, expected losses are estimated using econometric models. The models employ a factor based methodology, leveraging data sets containing extensive historical loss and recovery information by industry, geography, product type, collateral type and obligor characteristics, to estimate PD and LGD. Measures of PD for commercial loans incorporate current conditions through market cycle or credit cycle adjustments. For residential loans, the models consider FICO and adjusted LTVs. PDs and LGDs are then conditioned on the reasonable and supportable economic forecast. Projected PDs and LGDs, determined based on pool level characteristics, are applied to estimated exposure at default, considering the term and payment structure of ~~the loan,~~loans, to generate estimates of expected ~~loss at the loan level.~~loss. For criticized or classified loans, PDs ~~may be~~are adjusted to benchmark PDs ~~appropriate to the current~~established for each risk rating if the most current financial information available is deemed not to be reflective of the borrowers' current financial condition. ~~These loan level estimates are aggregated~~The ACL estimate incorporates a reasonable and supportable economic forecast through the use of externally developed macroeconomic scenarios applied in the models. After a reasonable and supportable forecast period, the forecast of future economic conditions reverts to ~~generate a collective estimate for groups of loans that share common risk characteristics.~~long-run historical economic trends.

For certain less material portfolios including loans and leases to state and local government entities originated by Pinnacle, small balance commercial loans and consumer loans, the WARM method is used to estimate expected credit losses. For the Pinnacle portfolio, historical loss information is based on municipal historical default and recovery data, segmented by credit rating. For small balance commercial loans, historical loss information is based on the Company's historical loss experience over a five year period. For consumer loans, historical loss information is based on peer data; this portfolio subsegment is not significant. All loss estimates are conditioned as applicable on changes in current conditions and the reasonable and supportable economic forecast. Expected credit losses for mortgage warehouse lines of credit are estimated based primarily on the Company's historical loss experience, conditioned as applicable on changes in current conditions and the reasonable and supportable economic forecast. Generally, given the nature of these loans, losses would be expected to manifest within a very short time period after origination.

The Company expects to collect the amortized cost basis of government insured residential loans and PPP loans due to the nature of the government guarantee, so the quantitative ACL is zero for these loans.

Qualitative factors

Qualitative adjustments are made to the ACL when, based on management’s judgment, there are factors impacting expected credit losses not taken into account by the quantitative calculations. Potential qualitative adjustments are categorized as follows:

•Economic factors, including material trends and developments that, in management's judgment, may not have been considered in the reasonable and supportable economic forecast;

•Credit policy and staffing, including the nature and level of policy and procedural exceptions or changes in credit policy not reflected in quantitative results, changes in the quality of underwriting and portfolio management and staff and issues identified by credit review, internal audit or regulators that may not be reflected in quantitative results;

•Concentrations, considering whether the quantitative estimate adequately accounts for concentration risk in the portfolio;

•Model imprecision and model validation findings; and

•Other factors not adequately considered in the quantitative estimate or other qualitative categories identified by management that may materially impact the amount of expected credit losses.

Collateral dependent loans

Collateral dependent loans are those for which the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. These loans do not typically share similar risk characteristics with other loans and expected credit losses are evaluated on an individual basis. Loans evaluated individually are

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

not included in the collective evaluation. Estimates of expected credit losses for collateral dependent loans, whether or not foreclosure is probable, are based on the fair value of the collateral adjusted for selling costs when repayment depends on sale of the collateral.

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

Troubled debt restructurings

For TDRs or loans for which there is a reasonable expectation that a TDR will be executed that are not collateral dependent, the credit loss estimate is determined by comparing the net present value of expected cash flows, discounted at the loan’s original effective interest rate, to the amortized cost basis of the loan.

Off-balance sheet credit exposures

Expected credit losses related to off-balance sheet credit exposures are estimated over the contractual period for which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. Expected credit losses are estimated using essentially the same methodologies employed to estimate expected credit losses on the amortized cost basis of loans, taking into consideration the likelihood and amount of additional amounts expected to be funded over the terms of the commitments. The liability for credit losses on off-balance sheet credit exposures is presented within other liabilities on the consolidated balance sheets, distinct from the ACL. Adjustments to the liability are included in the provision for credit losses.

Accrued Interest Receivable

The Company has elected to present accrued interest receivable separate from the amortized cost basis of financial assets carried at amortized cost. The Company is applying the practical expedient provided in ASC 326 to exclude accrued interest receivable balances from tabular disclosures about financial assets carried at amortized cost. The Company ~~has elected~~generally does not to estimate an ACL on accrued interest receivable balances since uncollectible accrued interest is timely written off in accordance with the Company's accounting policies for non-accrual loans. Under unusual circumstances, such as those presented by deferrals granted due to the COVID-19 pandemic, the Company evaluates whether its non-accrual policies continue to consistently provide for timely reversal of accrued interest receivable. If considered necessary, the Company records an allowance for uncollectible accrued interest receivable, determined using essentially the same methodologies used to estimate the ACL on the amortized cost basis of the related loans. The allowance is deducted from accrued interest receivable and presented within other assets on the consolidated balance sheets, distinct from the ACL.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

Note 2 Earnings Per Common Share

The computation of basic and diluted earnings per common share is presented below for the periods indicated (in thousands, except share and per share data):

Three Months Ended June 30, Six Months Ended June 30,
c 2020 2019 2020
2019
Basic earnings per common share:

Numerator:

Net income $ 76,508
$ 81,451
$ 45,557
$ 147,423
Distributed and undistributed earnings allocated to participating securities (3,353 ) (3,382 ) (1,939 ) (6,074 )
Income allocated to common stockholders for basic earnings per common share $ 73,155
$ 78,069
$ 43,618
$ 141,349
Denominator:
Weighted average common shares outstanding 92,409,949
97,451,019
93,177,243
98,150,014
Less average unvested stock awards (1,207,798 ) (1,174,339 ) (1,154,589 ) (1,173,137 )
Weighted average shares for basic earnings per common share 91,202,151
96,276,680
92,022,654
96,976,877
Basic earnings per common share $ 0.80
$ 0.81
$ 0.47
$ 1.46
Diluted earnings per common share:
Numerator:
Income allocated to common stockholders for basic earnings per common share $ 73,155
$ 78,069
$ 43,618
$ 141,349
Adjustment for earnings reallocated from participating securities —
9
—
13
Income used in calculating diluted earnings per common share $ 73,155
$ 78,078
$ 43,618
$ 141,362
Denominator:

Weighted average shares for basic earnings per common share 91,202,151
96,276,680
92,022,654
96,976,877
Dilutive effect of stock options and certain shared-based awards 705
345,899
126,858
312,821
Weighted average shares for diluted earnings per common share 91,202,856
96,622,579
92,149,512
97,289,698
Diluted earnings per common share $ 0.80
$ 0.81
$ 0.47
$ 1.45


	Three Months Ended September 30,				Nine Months Ended September 30,
c	2020		2019		2020		2019
Basic earnings per common share:
Numerator:
Net income	$	66,559	$	76,219	$	112,116	$	223,642
Distributed and undistributed earnings allocated to participating securities	(2,896)		(3,174)		(4,816)		(9,247)
Income allocated to common stockholders for basic earnings per common share	$	63,663	$	73,045	$	107,300	$	214,395
Denominator:
Weighted average common shares outstanding	92,405,239		95,075,395		92,918,030		97,113,878
Less average unvested stock awards	(1,183,564)		(1,098,509)		(1,164,317)		(1,147,988)
Weighted average shares for basic earnings per common share	91,221,675		93,976,886		91,753,713		95,965,890
Basic earnings per common share	$	0.70	$	0.78	$	1.17	$	2.23
Diluted earnings per common share:
Numerator:
Income allocated to common stockholders for basic earnings per common share	$	63,663	$	73,045	$	107,300	$	214,395
Adjustment for earnings reallocated from participating securities	4		7		3		20
Income used in calculating diluted earnings per common share	$	63,667	$	73,052	$	107,303	$	214,415
Denominator:
Weighted average shares for basic earnings per common share	91,221,675		93,976,886		91,753,713		95,965,890
Dilutive effect of stock options and certain shared-based awards	171,054		285,934		142,008		303,524
Weighted average shares for diluted earnings per common share	91,392,729		94,262,820		91,895,721		96,269,414
Diluted earnings per common share	$	0.70	$	0.77	$	1.17	$	2.23

Participating securities include unvested shares and 3,023,314 dividend equivalent rights that were issued in conjunction with the IPO of the Company's common stock. These dividend equivalent rights expire in 2021 and participate in dividends on a one-for-one basis.

Potentially dilutive unvested shares and share units totaling ~~1,743,403~~1,736,211 and ~~1,119,641~~1,078,278 were outstanding at ~~June~~September 30, 2020 and 2019, respectively, but excluded from the calculation of diluted earnings per common share because their inclusion would have been anti-dilutive.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

Note 3 Investment Securities

Investment securities include investment securities available for sale, marketable equity securities, and investment securities held to maturity. During the three months ended September 30, 2020, an ACL of $0.6 million was recorded for one private label commercial MBS security and is deducted from the amortized cost of private label commercial MBS in the table below. The investment securities portfolio consisted of the following at the dates indicated (in thousands):


	September 30, 2020

	Amortized Cost		Gross Unrealized				Carrying Value (1)
			Gains		Losses
Investment securities available for sale:
U.S. Treasury securities	$	75,196	$	1,714	$	0	$	76,910
U.S. Government agency and sponsored enterprise residential MBS	2,301,188		19,677		(6,111)		2,314,754
U.S. Government agency and sponsored enterprise commercial MBS	532,540		10,014		(1,018)		541,536

Private label residential MBS and CMOs	1,150,571		18,423		(1,288)		1,167,706
Private label commercial MBS(2)	2,442,409		23,769		(25,628)		2,440,550
Single family rental real estate-backed securities	755,153		14,008		(263)		768,898
Collateralized loan obligations	1,158,414		220		(16,230)		1,142,404
Non-mortgage asset-backed securities	245,180		6,954		(295)		251,839
State and municipal obligations	222,959		19,965		(3)		242,921
SBA securities	243,692		2,201		(4,134)		241,759

	9,127,302		$	116,945	$	(54,970)	9,189,277
Investment securities held to maturity	10,000						10,000
	$	9,137,302					9,199,277
Marketable equity securities							101,606
							$	9,300,883

June 30, 2020
Amortized Cost Gross Unrealized
Carrying Value ⁽¹⁾
Gains Losses
Investment securities available for sale:
U.S. Treasury securities $ 75,217
$ 1,963
$ —
$ 77,180
U.S. Government agency and sponsored enterprise residential MBS 2,371,729
13,309
(5,198 ) 2,379,840
U.S. Government agency and sponsored enterprise commercial MBS 455,344
9,859
(926 ) 464,277
Private label residential MBS and CMOs 1,101,390
16,670
(1,974 ) 1,116,086
Private label commercial MBS 2,075,683
16,735
(48,798 ) 2,043,620
Single family rental real estate-backed securities 608,019
11,381
(1,193 ) 618,207
Collateralized loan obligations 1,166,929
—
(38,176 ) 1,128,753
Non-mortgage asset-backed securities 255,854
6,251
(574 ) 261,531
State and municipal obligations 239,502
19,993
—
259,495
SBA securities 247,914
2,286
(4,258 ) 245,942
8,597,581
$ 98,447
$ (101,097 ) 8,594,931
Investment securities held to maturity 10,000
10,000
$ 8,607,581
8,604,931
Marketable equity securities 88,697
$ 8,693,628

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

December 31, 2019
Amortized Cost Gross Unrealized
Carrying Value ⁽¹⁾
Gains Losses
Investment securities available for sale:
U.S. Treasury securities $ 70,243
$ 219
$ (137 ) $ 70,325
U.S. Government agency and sponsored enterprise residential MBS 2,018,853
9,835
(6,513 ) 2,022,175
U.S. Government agency and sponsored enterprise commercial MBS 366,787
4,920
(731 ) 370,976
Private label residential MBS and CMOs 1,001,337
11,851
(1,011 ) 1,012,177
Private label commercial MBS 1,719,228
6,650
(1,194 ) 1,724,684
Single family rental real estate-backed securities 467,459
4,016
(1,450 ) 470,025
Collateralized loan obligations 1,204,905
322
(7,861 ) 1,197,366
Non-mortgage asset-backed securities 194,171
1,780
(1,047 ) 194,904
State and municipal obligations 257,528
15,774
—
273,302
SBA securities 359,808
4,587
(1,664 ) 362,731
7,660,319
$ 59,954
$ (21,608 ) 7,698,665
Investment securities held to maturity 10,000

10,000
$ 7,670,319
7,708,665
Marketable equity securities

60,572

$ 7,769,237


	December 31, 2019

	Amortized Cost		Gross Unrealized				Carrying Value (1)
			Gains		Losses
Investment securities available for sale:
U.S. Treasury securities	$	70,243	$	219	$	(137)	$	70,325
U.S. Government agency and sponsored enterprise residential MBS	2,018,853		9,835		(6,513)		2,022,175
U.S. Government agency and sponsored enterprise commercial MBS	366,787		4,920		(731)		370,976

Private label residential MBS and CMOs	1,001,337		11,851		(1,011)		1,012,177
Private label commercial MBS	1,719,228		6,650		(1,194)		1,724,684
Single family rental real estate-backed securities	467,459		4,016		(1,450)		470,025
Collateralized loan obligations	1,204,905		322		(7,861)		1,197,366
Non-mortgage asset-backed securities	194,171		1,780		(1,047)		194,904
State and municipal obligations	257,528		15,774		0		273,302
SBA securities	359,808		4,587		(1,664)		362,731
	7,660,319		$	59,954	$	(21,608)	7,698,665
Investment securities held to maturity	10,000						10,000
	$	7,670,319					7,708,665
Marketable equity securities							60,572
							$	7,769,237


~~(1)~~	~~At fair value except for securities held to maturity.~~

(1)At fair value except for securities held to maturity.

(2)Amortized cost is net of ACL totaling $0.6 millionat September 30, 2020.

Investment securities held to maturity at ~~June~~September 30, 2020 and December 31, 2019 consisted of 1 State of Israel bond maturing in 2024. At ~~June~~September 30, 2020 and December 31, 2019, accrued interest receivable on investments totaled ~~$23~~$18 million and $28 million, respectively, and is included in other assets in the accompanying consolidated balance sheets.

At ~~June~~September 30, 2020, contractual maturities of investment securities available for sale, adjusted for anticipated prepayments when applicable, were as follows (in thousands):


	Amortized Cost		Fair Value			Amortized Cost		Fair Value
Due in one year or less	$	908,180	$	914,970	Due in one year or less	$	953,629	$	962,853
Due after one year through five years	4,875,569		4,830,499		Due after one year through five years	5,310,095		5,314,711
Due after five years through ten years	2,304,114		2,332,121		Due after five years through ten years	2,347,332		2,385,896
Due after ten years	509,718		517,341		Due after ten years	516,246		525,817
	$	8,597,581	$	8,594,931		$	9,127,302	$	9,189,277

The carrying value of securities pledged as collateral for FHLB advances, public deposits, interest rate swaps and to secure borrowing capacity at the FRB totaled ~~$4.8~~$4.4 billion and $2.4 billion at ~~June~~September 30, 2020 and December 31, 2019, respectively.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

The following table provides information about gains and losses on investment securities for the periods indicated (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
Proceeds from sale of investment securities available for sale $ 240,805

$ 850,527
$ 547,337
$ 1,626,250

Gross realized gains:

Investment securities available for sale $ 5,723
$ 4,631
$ 7,255
$ 8,956
Gross realized losses:

Investment securities available for sale —
(716 ) (2 ) (724 )
Net realized gain 5,723
3,915
7,253
8,232

Net unrealized gains (losses) on marketable equity securities recognized in earnings 1,113
201
(3,870 ) 1,669

Gain on investment securities, net $ 6,836
$ 4,116
$ 3,383
$ 9,901


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Proceeds from sale of investment securities available for sale	$	383,420	$	670,871	$	930,757	$	2,297,121


Gross realized gains:
Investment securities available for sale	$	2,689	$	6,094	$	9,945	$	15,051


Gross realized losses:
Investment securities available for sale	(426)		(2,669)		(429)		(3,394)


Net realized gain	2,263		3,425		9,516		11,657



Net unrealized gains on marketable equity securities recognized in earnings	4,918		410		1,048		2,079



Gain on investment securities, net	$	7,181	$	3,835	$	10,564	$	13,736

The following tables present the aggregate fair value and the aggregate amount by which amortized cost exceeded fair value for investment securities available for sale in unrealized loss positions aggregated by investment category and length of time that individual securities had been in continuous unrealized loss positions at the dates indicated (in thousands)~~. No ACL was recorded for any investment securities available for sale in an unrealized loss position at June 30, 2020.~~:


	September 30, 2020

	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 MBS	$	226,044	$	(833)	$	499,376	$	(5,278)	$	725,420	$	(6,111)
U.S. Government agency and sponsored enterprise commercial MBS	126,245		(749)		44,242		(269)		170,487		(1,018)

Private label residential MBS and CMOs	175,442		(1,288)		0		0		175,442		(1,288)
Private label commercial MBS	1,242,577		(25,297)		44,070		(331)		1,286,647		(25,628)
Single family rental real estate-backed securities	118,668		(242)		43,414		(21)		162,082		(263)
Collateralized loan obligations	353,622		(4,820)		563,562		(11,410)		917,184		(16,230)
Non-mortgage asset-backed securities	0		0		12,999		(295)		12,999		(295)
State and municipal obligations	1,222		(3)		0		0		1,222		(3)
SBA securities	27,487		(320)		108,324		(3,814)		135,811		(4,134)

	$	2,271,307	$	(33,552)	$	1,315,987	$	(21,418)	$	3,587,294	$	(54,970)

June 30, 2020
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 MBS $ 604,143
$ (895 ) $ 517,239
$ (4,303 ) $ 1,121,382
$ (5,198 )
U.S. Government agency and sponsored enterprise commercial MBS 39,892
(108 ) 73,856
(818 ) 113,748
(926 )
Private label residential MBS and CMOs 205,524
(1,974 ) —
—
205,524
(1,974 )
Private label commercial MBS 1,302,037
(45,341 ) 56,875
(3,457 ) 1,358,912
(48,798 )
Single family rental real estate-backed securities 184,785
(1,193 ) —
—
184,785
(1,193 )
Collateralized loan obligations 591,422
(15,873 ) 537,331
(22,303 ) 1,128,753
(38,176 )
Non-mortgage asset-backed securities 13,857
(45 ) 13,472
(529 ) 27,329
(574 )
SBA securities 35,136
(326 ) 109,837
(3,932 ) 144,973
(4,258 )
$ 2,976,796
$ (65,755 ) $ 1,308,610
$ (35,342 ) $ 4,285,406
$ (101,097 )

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020


	December 31, 2019

	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury securities	$	20,056	$	(137)	$	0	$	0	$	20,056	$	(137)
U.S. Government agency and sponsored enterprise residential MBS	579,076		(3,862)		243,839		(2,651)		822,915		(6,513)
U.S. Government agency and sponsored enterprise commercial MBS	99,610		(696)		6,477		(35)		106,087		(731)

Private label residential MBS and CMOs	180,398		(838)		41,636		(173)		222,034		(1,011)
Private label commercial MBS	648,761		(1,060)		76,302		(134)		725,063		(1,194)
Single family rental real estate-backed securities	241,915		(1,445)		5,460		(5)		247,375		(1,450)
Collateralized loan obligations	63,310		(846)		682,076		(7,015)		745,386		(7,861)
Non-mortgage asset-backed securities	78,964		(962)		7,883		(85)		86,847		(1,047)

SBA securities	10,236		(2)		142,204		(1,662)		152,440		(1,664)

	$	1,922,326	$	(9,848)	$	1,205,877	$	(11,760)	$	3,128,203	$	(21,608)

December 31, 2019
Less than 12 Months 12 Months or Greater Total
Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
U.S. Treasury securities $ 20,056
$ (137 ) $ —
$ —
$ 20,056
$ (137 )
U.S. Government agency and sponsored enterprise residential MBS 579,076
(3,862 ) 243,839
(2,651 ) 822,915
(6,513 )
U.S. Government agency and sponsored enterprise commercial MBS 99,610
(696 ) 6,477
(35 ) 106,087
(731 )
Private label residential MBS and CMOs 180,398
(838 ) 41,636
(173 ) 222,034
(1,011 )
Private label commercial MBS 648,761
(1,060 ) 76,302
(134 ) 725,063
(1,194 )
Single family rental real estate-backed securities 241,915
(1,445 ) 5,460
(5 ) 247,375
(1,450 )
Collateralized loan obligations 63,310
(846 ) 682,076
(7,015 ) 745,386
(7,861 )
Non-mortgage asset-backed securities 78,964
(962 ) 7,883
(85 ) 86,847
(1,047 )
SBA securities 10,236
(2 ) 142,204
(1,662 ) 152,440
(1,664 )
$ 1,922,326
$ (9,848 ) $ 1,205,877
$ (11,760 ) $ 3,128,203
$ (21,608 )

The Company monitors its investment securities available for sale for credit loss impairment on an individual security basis. ~~No securities were determined to be~~An allowance for credit loss ~~impaired~~was recorded related to one private label commercial MBS security during the three and ~~six~~nine months ended ~~June~~September 30, ~~2020 or~~2020. See further discussion below in the section entitled "Private Label Commercial MBS". There were no securities other than temporarily impaired during the three and ~~six~~nine months ended ~~June~~September 30, 2019. ~~The~~At September 30, 2020 the Company ~~does~~did not ~~intend~~have an intent to sell securities that ~~are~~were in significant unrealized loss positions ~~at June 30, 2020~~ and it iswas not more likely than not that the Company ~~will~~would be required to sell these securities before recovery of the amortized cost basis, which may be at maturity. In making this determination, the Company considered its current and projected liquidity position, its investment policy as to permissible holdings and concentration limits, regulatory requirements and other relevant factors.

At ~~June~~September 30, 2020, ~~224~~180 securities available for sale were in unrealized loss positions. The amount of impairment related to 6437 of these securities was considered insignificant both individually and in the aggregate, totaling approximately ~~$398 thousand~~$0.3 million and no further analysis with respect to these securities was considered necessary.

Unrealized losses at ~~June~~September 30, 2020, particularly in the private label CMBS and CLO asset classes, were primarily attributable to widening spreads, resulting in large part from market response to, and dislocation in the wake of, the COVID-19 pandemic.

The basis for ~~concluding that AFS securities were not~~conclusions regarding credit loss ~~impaired~~impairment of AFS debt securities and nothe need to record an ACL ~~was considered necessary~~ at ~~June~~September 30, 2020 is further discussed below.

U.S. Government Agency and Government Sponsored Enterprise Securities

At ~~June~~September 30, 2020, NaN U.S. Government agency and sponsored enterprise residential MBS, 5 U.S. Government agency and sponsored enterprise commercial MBS and 11 SBA securities were in unrealized loss positions. The timely payment of principal and interest on these securities is explicitly or implicitly guaranteed by the U.S. Government. As such, there is an assumption of zero credit loss and the Company expects to recover the entire amortized cost basis of these securities.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

Private Label Securities:

None of the impaired securities had missed principal or interest payments or had been downgraded by a NRSRO at ~~June~~September 30, 2020. The Company performed an analysis comparing the present value of cash flows expected to be collected to the amortized cost basis of impaired securities. This analysis was based on a scenario that we believe to be generally more severe than our reasonable and supportable economic forecast at ~~June~~September 30, 2020, and incorporated assumptions about voluntary prepayment rates, collateral defaults, delinquencies, severity and other relevant factors as described further below. Our analysis also considered the structural characteristics of each security and the level of credit enhancement provided by that structure. Based on the results of this analysis, the Company expects to recover the entire amortized cost basis of its impaired AFS securities at June 30, 2020. No ACL was considered necessary at June 30, 2020.

Private label residential MBS and CMOs

At ~~June~~September 30, ~~2020,7~~2020, 5 private label residential MBS and CMOs were in unrealized loss positions. Our analysis of cash flows expected to be collected on these securities incorporated assumptions about collateral default rates, voluntary prepayment rates, loss severity, delinquencies and recovery lag. In developing those assumptions, we took into account collateral quality measures such as FICO, LTV, documentation, loan type, property type, agency availability criteria and performing status. We also regularly monitor sector data including home price appreciation, forbearance, delinquency and prepay trends as well as other economic data which would indicate further stress in the sector. Our ~~June~~September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of 4% compared to weighted average credit support of ~~17%~~19%. As of ~~June~~September 30, 2020, ~~88%~~100% of the impaired securities in this category, based on carrying value, were externally rated ~~AAA, and one security representing 12% of impaired securities in this category was not externally rated; this security was internally rated investment grade.~~AAA.

Private label commercial MBS

At ~~June~~September 30, 2020, 70NaN private label commercial MBS were in unrealized loss positions. Our analysis of cash flows expected to be collected on these securities incorporated assumptions about collateral default rates, voluntary prepayment rates, loss severity, delinquencies and recovery lag. In developing those assumptions, we took into account collateral quality and type, loan size, loan purpose and other qualitative factors. We also regularly monitor collateral ~~watchlists,~~watch lists, bankruptcy data, special servicing trends, delinquency and other economic data which would indicate further stress in the sector. An allowance for credit loss of $0.6 million was recorded for one security in this asset class. While this security is not projected to sustain credit losses and management does not intend to sell the security at the balance sheet date, due to negative underlying collateral performance trends, the security is being closely monitored and may not be held until full recovery of its amortized cost basis.

Our ~~June~~September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of ~~13%~~12% compared to weighted average credit support of 42%. As of ~~June~~September 30, 2020, 83% of impaired securities in this category, based on carrying value were externally rated AAA, 12% were rated AA and 5% were rated A.

Single family rental real estate-backed securities

At ~~June~~September 30, 2020, 103 single family rental real estate-backed securities were in unrealized loss positions. Our analysis of cash flows expected to be collected on these securities incorporated assumptions about collateral default rates, loss severity, delinquencies and recovery lag. We regularly monitor sector data including home price appreciation, forbearance, delinquency and prepay trends as well as other economic data which would indicate further stress in the sector. Our ~~June~~September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of ~~13%~~14% compared to weighted average credit support of ~~49%~~44%. As of ~~June~~September 30, 2020, ~~87%~~88% of the impaired securities in this category, based on carrying value, were externally rated AAA and ~~13%~~12% were rated AA.

Collateralized loan obligations

At ~~June~~September 30, 2020, NaN collateralized loan obligations were in unrealized loss positions. Leveraged loans underlying these securities have seen pricing pressure as the market looks to evaluate ability of borrowers to maintain payments. Uncertainties surrounding the broad economy and how they may translate into rating downgrades and defaults as the COVID-19 crisis plays out have negatively impacted pricing in the leveraged loan market. Our analysis of cash flows expected to be collected on these securities incorporated assumptions about collateral default rates, loss severity, and delinquencies, calibrated to take into account idiosyncratic risks associated with the underlying collateral. In developing those assumptions, we took into account each sector’s performance pre, during and post the 2008 financial crisis. We regularly engage with bond

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September 30, 2020

managers to monitor trends in underlying collateral including potential downgrades and subsequent cash flow diversions, liquidity, ratings migration, and any other relevant developments. Our ~~June~~September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of ~~21%~~22% compared to weighted average credit support of ~~41%~~42%. As of ~~June~~September 30, 2020, ~~84%~~80% of

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~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

the impaired securities in this category, based on carrying value, were externally rated AAA, ~~13%~~16% were rated AA and 3%4% were rated A.

Non-mortgage asset-backed securities

At ~~June~~September 30, 2020, 32 non-mortgage asset-backed securities were in unrealized loss positions. These securities are backed by student loan collateral. Our analysis of cash flows expected to be collected on these securities incorporated assumptions about collateral default rates, loss severity, delinquencies, voluntary prepayment rates and recovery lag. In developing those assumptions, we took into account collateral type, delineated by whether collateral consisted of loans to borrowers in school, refinancing, or a mixture. Our ~~June~~September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of ~~14%~~10% compared to weighted average credit support of ~~25%~~22%. As of ~~June~~September 30, 2020, ~~50%~~100% of the impaired securities in this category, based on carrying value, were externally rated ~~AAA and 50% were rated~~ AA.

Note 4 Loans and Allowance for Credit Losses

Loans consisted of the following at the dates indicated (dollars in thousands):

June 30, 2020 December 31, 2019
Total Percent of Total Total Percent of Total
Residential and other consumer:

1-4 single family residential $ 4,743,866
19.9 % $ 4,953,936
21.4 %
Government insured residential 826,238
3.5 % 698,644
3.0 %
Other consumer loans 7,703
0.1 % 8,539
0.1 %
5,577,807
23.5 % 5,661,119
24.5 %
Commercial:
Multi-family 1,893,753
7.9 % 2,217,705
9.6 %
Non-owner occupied commercial real estate 4,940,531
20.7 % 5,030,904
21.7 %
Construction and land 246,609
1.0 % 243,925
1.1 %
Owner occupied commercial real estate 2,041,346
8.6 % 2,062,808
8.9 %
Commercial and industrial 4,691,326
19.7 % 4,655,349
20.1 %
PPP 827,359
3.5 % —
— %
Pinnacle 1,242,506
5.1 % 1,202,430
5.2 %
Bridge - franchise finance 623,139
2.6 % 627,482
2.6 %
Bridge - equipment finance 589,785
2.5 % 684,794
3.0 %
Mortgage warehouse lending 1,160,728
4.9 % 768,472
3.3 %
18,257,082
76.5 % 17,493,869
75.5 %
Total loans 23,834,889
100.0 % 23,154,988
100.0 %
Allowance for credit losses (266,123 ) (108,671 )
Loans, net $ 23,568,766
$ 23,046,317


	September 30, 2020				December 31, 2019

	Total		Percent of Total		Total		Percent of Total
Residential and other consumer:
1-4 single family residential	$	4,845,156	20.4	%	$	4,953,936	21.4	%
Government insured residential	1,089,055		4.6	%	698,644		3.0	%
Other consumer loans	6,689		0.1	%	8,539		0.1	%
	5,940,900		25.1	%	5,661,119		24.5	%
Commercial:
Multi-family	1,810,126		7.6	%	2,217,705		9.6	%
Non-owner occupied commercial real estate	4,910,835		20.7	%	5,030,904		21.7	%
Construction and land	263,381		1.1	%	243,925		1.1	%
Owner occupied commercial real estate	2,051,577		8.6	%	2,062,808		8.9	%
Commercial and industrial	4,427,351		18.6	%	4,655,349		20.1	%
PPP	829,798		3.5	%	—		—	%
Pinnacle	1,157,706		4.8	%	1,202,430		5.2	%
Bridge - franchise finance	606,222		2.5	%	627,482		2.6	%
Bridge - equipment finance	530,516		2.2	%	684,794		3.0	%
Mortgage warehouse lending	1,250,903		5.3	%	768,472		3.3	%
	17,838,415		74.9	%	17,493,869		75.5	%
Total loans	23,779,315		100.0	%	23,154,988		100.0	%
Allowance for credit losses	(274,128)				(108,671)
Loans, net	$	23,505,187			$	23,046,317

Premiums, discounts and deferred fees and costs, excluding the non-credit related discount on PCD loans, totaled ~~$25~~$30 million and $50 million at ~~June~~September 30, 2020 and December 31, 2019, respectively. The amortized cost basis of residential PCD loans was ~~$134~~$126 million and the related amount of non-credit discount was ~~$135~~$125 million at ~~June~~September 30, 2020. The ACL related to PCD residential loans was ~~$1.1~~$1.5 million and $1.7 million at ~~June~~September 30, 2020 and January 1, 2020, the date of initial adoption of ASU 2016-13, respectively.

Included in the table above are direct or sales type finance leases totaling ~~$757~~$687 million and $733 million at ~~June~~September 30, 2020 and December 31, 2019, respectively. The amount of income recognized from direct or sales type finance leases for the

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three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 totaled $5.3 million, ~~$10.7~~$16.0 million, ~~$5.5~~$5.7 million and ~~$10.8~~$16.5 million, respectively and is recorded as interest income on loans in the consolidated statements of income.

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~~June 30, 2020~~

During the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, the Company purchased 1-4 single family residential loans totaling ~~$582~~$997 million, ~~$1.1~~$2.1 billion, ~~$589~~$743 million and ~~$894 million,~~$1.6 billion, respectively. Purchases for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 included ~~$243~~$418 million, ~~$529~~$947 million, ~~$151~~$288 million and ~~$284~~$572 million, respectively, of government insured residential loans.

At ~~June~~September 30, 2020 and December 31, 2019, the Company had pledged loans with a carrying value of approximately ~~$11.0~~$10.9 billion and $10.2 billion, respectively, as security for FHLB advances, Federal Reserve discount window capacity and PPPLF borrowings.

At ~~June~~September 30, 2020 and December 31, 2019, accrued interest receivable on loans totaled ~~$108~~$105 million and $83 million, respectively, and is included in other assets in the accompanying consolidated balance sheets. The amount of interest income reversed on non-accrual loans was not material for the three and ~~six~~nine months ended ~~June~~September 30, 2020.

Allowance for credit losses

Activity in the allowance for credit losses is summarized below. The balance at December 31, 2019 and amounts presented for the three and ~~six~~nine months ended ~~June~~September 30, 2019 represent the allowance for loan and leases losses, estimated using an incurred loss methodology. The ACL at ~~June~~September 30, 2020 and activity for the three and ~~six~~nine months then ended were determined using the CECL methodology (in thousands):


	Three Months Ended September 30,
	2020						2019
	Residential and Other Consumer		Commercial		Total		Residential and Other Consumer		Commercial		Total
Beginning balance	$	10,695	$	255,428	$	266,123	$	11,236	$	100,905	$	112,141

Provision	5,331		22,315		27,646		158		1,681		1,839
Charge-offs (1)	0		(23,770)		(23,770)		0		(6,141)		(6,141)
Recoveries	4		4,125		4,129		5		618		623
Ending balance	$	16,030	$	258,098	$	274,128	$	11,399	$	97,063	$	108,462


	Three Months Ended June 30,																		Nine Months Ended September 30,
	2020									2019									2020						2019
	Residential and Other Consumer			Commercial			Total			Residential and Other Consumer		Commercial			Total				Residential and Other Consumer		Commercial		Total		Residential and Other Consumer		Commercial		Total
Beginning balance	$	12,576		$	238,003		$	250,579		$	10,952	$	103,751		$	114,703		Beginning balance	$	11,154	$	97,517	$	108,671	$	10,788	$	99,143	$	109,931
Impact of adoption of ASU 2016-13																		Impact of adoption of ASU 2016-13	8,098		19,207		27,305		—		—		—
Balance after adoption of CECL																		Balance after adoption of CECL	19,252		116,724		135,976		—		—		—
Provision (recovery)	(1,924		)	33,508			31,584			131		(2,878		)	(2,747		)	Provision (recovery)	(3,241)		184,336		181,095		439		8,934		9,373
Charge-offs	—			(19,178		)	(19,178		)	—		(1,711		)	(1,711		)	Charge-offs	(31)		(50,723)		(50,754)		0		(13,985)		(13,985)
Recoveries	43			3,095			3,138			153		1,743			1,896			Recoveries	50		7,761		7,811		172		2,971		3,143
Ending balance	$	10,695		$	255,428		$	266,123		$	11,236	$	100,905		$	112,141		Ending balance	$	16,030	$	258,098	$	274,128	$	11,399	$	97,063	$	108,462

Six Months Ended June 30,
2020 2019
Residential and Other Consumer Commercial Total Residential and Other Consumer Commercial Total
Beginning balance $ 11,154
$ 97,517
$ 108,671
$ 10,788
$ 99,143
$ 109,931
Impact of adoption of ASU 2016-13 8,098
19,207
27,305
—
—
—
Provision (recovery) (8,572 ) 162,021
153,449
281
7,253
7,534
Charge-offs (31 ) (26,953 ) (26,984 ) —
(7,844 ) (7,844 )
Recoveries 46
3,636
3,682
167
2,353
2,520
Ending balance $ 10,695
$ 255,428
$ 266,123
$ 11,236
$ 100,905
$ 112,141
(1)Charge-offs for the three months ended September 30, 2020 includes $22.1 million related to one commercial and industrial relationship that was risk rated substandard prior to the onset of the COVID-19 pandemic.

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~~June~~September 30, 2020

The following table presents the components of the provision for credit losses for the periods indicated (in thousands):

Three Months Ended June 30, 2020 Six Months Ended June 30, 2020
Amount related to funded portion of loans $ 31,584
$ 153,449
Amount related to off-balance sheet credit exposures (6,170 ) (2,607 )
Provision for credit losses $ 25,414
$ 150,842



	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Amount related to funded portion of loans	$	27,646	$	181,095
Amount related to off-balance sheet credit exposures	(93)		(2,700)
Amount related to accrued interest receivable	1,063		1,063
Provision for credit losses - loans	28,616		179,458
Provision for credit losses - AFS debt securities	616		616
Total provision for credit losses	$	29,232	$	180,074

Credit quality information

The increase in the ACL from January 1, 2020, the date of initial adoption of ASU 2016-13, to ~~June~~September 30, 2020 was reflective of the estimated impact of the emerging COVID-19 pandemic on the trajectory of the economy and on individual borrowers and portfolio sub-segments. The credit quality of the loan portfolio has been and is likely to continue to be impacted by the developing COVID-19 crisis, its impact on the economy broadly and more specifically on the Company's individual borrowers. Significant uncertainty currently exists about the full extent of this impact, and the impact ~~is likely~~may not be fully reflected in some of the credit quality indicators disclosed below as of ~~June~~September 30, 2020, due to the ~~ongoing~~still evolving trajectory of the pandemic. Delinquency statistics may not be fully reflective of the impact of the ~~pandemic.~~COVID-19 crisis due to deferral programs offered to affected borrowers.

Credit quality of loans held for investment is continuously monitored by dedicated residential credit risk management and commercial portfolio management functions. The Company also has a workout and recovery department that monitors the credit quality of criticized and classified loans and an independent internal credit review function.

Credit quality indicators for residential loans

Management considers delinquency status to be the most meaningful indicator of the credit quality of residential and other consumer loans, other than government insured residential loans. Delinquency statistics are updated at least monthly. LTV and FICO scores are also important indicators of credit quality for 1-4 single family residential loans other than government insured loans. FICO scores are generally updated at least annually, and were most recently updated in the ~~fourth~~third quarter of ~~2019.~~2020. LTVs are typically at origination since we do not routinely update residential appraisals. Substantially all of the government insured residential loans are government insured buyout loans, which the Company buys out of GNMA securitizations upon default. For these loans, traditional measures of credit quality are not particularly relevant considering the guaranteed nature of the loans and the underlying business model. Factors that impact risk inherent in the residential portfolio segment include national and regional economic conditions such as levels of unemployment and wages, as well as residential property values.

1-4 Single Family Residential credit exposure, excluding government insured residential loans, based on delinquency status:


	September 30, 2020
	Amortized Cost By Origination Year
	2020		2019		2018		2017		2016		Prior		Total
Current	$	528,199	$	741,476	$	426,780	$	699,906	$	833,132	$	1,561,448	$	4,790,941
30 - 59 Days Past Due	8,663		6,838		5,691		1,568		1,855		17,284		41,899
60 - 89 Days Past Due	0		0		0		0		24		2,256		2,280
90 Days or More Past Due	0		807		1,761		53		1,004		6,411		10,036
	$	536,862	$	749,121	$	434,232	$	701,527	$	836,015	$	1,587,399	$	4,845,156

June 30, 2020
Amortized Cost By Origination Year
2020 2019 2018 2017 2016 Prior Total
Current $ 249,912
$ 807,365
$ 488,280
$ 753,109
$ 776,895
$ 1,604,423
$ 4,679,984
30 - 59 Days Past Due 5,703
11,477
3,372
2,701
7,417
18,605
49,275
60 - 89 Days Past Due —
720
75
53
103
1,882
2,833
90 Days or More Past Due —
807
2,293
—
484
8,190
11,774
$ 255,615
$ 820,369
$ 494,020
$ 755,863
$ 784,899
$ 1,633,100
$ 4,743,866

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	December 31, 2019															December 31, 2019
	Amortized Cost By Origination Year															Amortized Cost By Origination Year
	2019		2018		2017		2016		2015		Prior		Total			2019		2018		2017		2016		2015		Prior		Total
Current	$	804,913	$	609,814	$	830,710	$	783,318	$	633,833	$	1,225,030	$	4,887,618	Current	$	804,913	$	609,814	$	830,710	$	783,318	$	633,833	$	1,225,030	$	4,887,618
30 - 59 Days Past Due	13,915		3,003		3,751		8,419		4,308		12,238		45,634		30 - 59 Days Past Due	13,915		3,003		3,751		8,419		4,308		12,238		45,634
60 - 89 Days Past Due	1,785		442		137		486		1,766		4,962		9,578		60 - 89 Days Past Due	1,785		442		137		486		1,766		4,962		9,578
90 Days or More Past Due	—		1,762		914		—		5,030		3,400		11,106		90 Days or More Past Due	0		1,762		914		0		5,030		3,400		11,106
	$	820,613	$	615,021	$	835,512	$	792,223	$	644,937	$	1,245,630	$	4,953,936		$	820,613	$	615,021	$	835,512	$	792,223	$	644,937	$	1,245,630	$	4,953,936

1-4 Single Family Residential credit exposure, excluding government insured residential loans, based on LTV:

June 30, 2020
Amortized Cost By Origination Year
LTV 2020 2019 2018 2017 2016 Prior Total
Less than 61% $ 99,728
$ 180,025
$ 106,359
$ 202,355
$ 276,035
$ 519,410
$ 1,383,912
61% - 70% 62,031
192,880
110,546
136,212
184,600
394,279
1,080,548
71% - 80% 92,387
433,542
245,829
349,993
300,153
689,223
2,111,127
More than 80% 1,469
13,922
31,286
67,303
24,111
30,188
168,279
$ 255,615
$ 820,369
$ 494,020
$ 755,863
$ 784,899
$ 1,633,100
$ 4,743,866


	September 30, 2020
	Amortized Cost By Origination Year
LTV	2020		2019		2018		2017		2016		Prior		Total
Less than 61%	$	196,638	$	165,287	$	91,845	$	194,988	$	314,274	$	546,052	$	1,509,084
61% - 70%	150,811		177,825		103,789		133,872		210,631		386,857		1,163,785
71% - 80%	187,963		393,162		210,356		314,092		291,439		627,088		2,024,100
More than 80%	1,450		12,847		28,242		58,575		19,671		27,402		148,187
	$	536,862	$	749,121	$	434,232	$	701,527	$	836,015	$	1,587,399	$	4,845,156


	December 31, 2019
	Amortized Cost By Origination Year
LTV	2019		2018		2017		2016		2015		Prior		Total
Less than 61%	$	171,069	$	134,978	$	183,807	$	228,868	$	197,039	$	372,221	$	1,287,982
61% - 70 %	195,572		128,766		152,502		188,856		154,307		316,031		1,136,034
71% - 80%	442,311		313,779		404,743		338,000		283,202		531,377		2,313,412
More than 80%	11,661		37,498		94,460		36,499		10,389		26,001		216,508
	$	820,613	$	615,021	$	835,512	$	792,223	$	644,937	$	1,245,630	$	4,953,936

1-4 Single Family Residential credit exposure, excluding government insured residential loans, based on FICO score:


	September 30, 2020
	Amortized Cost By Origination Year
FICO	2020		2019		2018		2017		2016		Prior		Total
760 or greater	$	411,055	$	515,046	$	269,976	$	518,064	$	619,639	$	1,084,645	$	3,418,425
720 - 759	94,190		141,462		90,222		116,482		146,092		282,188		870,636
719 or less	31,617		92,613		74,034		66,981		70,284		220,566		556,095
	$	536,862	$	749,121	$	434,232	$	701,527	$	836,015	$	1,587,399	$	4,845,156


	June 30, 2020															December 31, 2019
	Amortized Cost By Origination Year															Amortized Cost By Origination Year
FICO	2020		2019		2018		2017		2016		Prior		Total		FICO	2019		2018		2017		2016		2015		Prior		Total
760 or greater	$	168,920	$	482,818	$	298,650	$	521,199	$	573,011	$	1,093,732	$	3,138,330	760 or greater	$	470,057	$	340,716	$	534,017	$	533,804	$	430,706	$	763,807	$	3,073,107
720 - 759	70,279		224,961		112,407		138,897		131,205		304,460		982,209		720 - 759	242,806		185,939		200,623		178,139		141,748		307,195		1,256,450
719 or less	16,416		112,590		82,963		95,767		80,683		234,908		623,327		719 or less	107,750		88,366		100,872		80,280		72,483		174,628		624,379
	$	255,615	$	820,369	$	494,020	$	755,863	$	784,899	$	1,633,100	$	4,743,866		$	820,613	$	615,021	$	835,512	$	792,223	$	644,937	$	1,245,630	$	4,953,936

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December 31, 2019
Amortized Cost By Origination Year
FICO 2019 2018 2017 2016 2015 Prior Total
760 or greater $ 470,057
$ 340,716
$ 534,017
$ 533,804
$ 430,706
$ 763,807
$ 3,073,107
720 - 759 242,806
185,939
200,623
178,139
141,748
307,195
1,256,450
719 or less 107,750
88,366
100,872
80,280
72,483
174,628
624,379
$ 820,613
$ 615,021
$ 835,512
$ 792,223
$ 644,937
$ 1,245,630
$ 4,953,936

Credit quality indicators for commercial loans

Factors that impact risk inherent in commercial portfolio segments include but are not limited to levels of economic activity, health of the national and regional economy, industry trends, patterns of and trends in customer behavior that influence demand for our borrowers' products and services, and commercial real estate values. Internal risk ratings are considered the most meaningful indicator of credit quality for commercial loans. Internal risk ratings are generally indicative of the likelihood that a borrower will default, are a key factor influencing the level and nature of ongoing monitoring of loans and may impact the estimation of the ACL. Internal risk ratings are updated on a continuous basis. Generally, relationships with balances in excess of defined thresholds, ranging from $1 million to $3 million, are re-evaluated at least annually and more frequently if circumstances indicate that a change in risk rating may be warranted. ~~During~~Since the ~~second quarter~~onset of ~~2020,~~the COVID-19 pandemic, risk ratings ~~were~~have been re-evaluated for a substantial portion of the commercial portfolio, with a focus on portfolio segments we identified for enhanced monitoring and loans that have been modified or for which we granted temporary payment ~~deferrals in light of the COVID-19 pandemic.~~deferrals. Loans exhibiting potential credit weaknesses that deserve management’s close attention and that could result in deterioration of repayment prospects at some future date if not checked or corrected 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 from current operations, 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, but because of certain reasonably specific pending factors has not been charged off, will be assigned an internal risk rating of doubtful.

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~~June~~September 30, 2020

Commercial credit exposure based on internal risk rating:


	September 30, 2020
	Amortized Cost By Origination Year												Revolving Loans
	2020		2019		2018		2017		2016		Prior				Total
Multi-Family
Pass	$	184,395	$	275,468	$	157,381	$	207,788	$	312,223	$	474,288	$	37,408	$	1,648,951
Special mention	0		0		15,766		11,260		1,850		0		0		28,876
Substandard	0		26,150		0		15,778		14,157		76,214		0		132,299

Total Multi-Family	$	184,395	$	301,618	$	173,147	$	234,826	$	328,230	$	550,502	$	37,408	$	1,810,126

Non-owner occupied commercial real estate
Pass	$	296,417	$	1,144,727	$	751,798	$	457,210	$	512,790	$	683,050	$	103,687	$	3,949,679
Special mention	0		47,096		13,876		67,386		95,819		102,938		0		327,115
Substandard	11,449		86,647		61,170		17,410		233,371		223,994		0		634,041

Total non-owner occupied commercial real estate	$	307,866	$	1,278,470	$	826,844	$	542,006	$	841,980	$	1,009,982	$	103,687	$	4,910,835

Construction and Land
Pass	$	20,155	$	130,156	$	7,690	$	49,021	$	27,092	$	913	$	241	$	235,268
Special mention	0		0		8,083		8,604		4,284		0		0		20,971
Substandard	0		1,423		1,288		0		4,085		346		0		7,142

Total Construction and Land	$	20,155	$	131,579	$	17,061	$	57,625	$	35,461	$	1,259	$	241	$	263,381

Owner occupied commercial real estate
Pass	$	197,281	$	267,705	$	264,479	$	251,357	$	304,613	$	393,316	$	19,841	$	1,698,592
Special mention	2,614		48,328		11,636		65,822		23,023		25,217		17,227		193,867
Substandard	0		20,762		18,767		11,751		23,549		75,149		9,140		159,118

Total owner occupied commercial real estate	$	199,895	$	336,795	$	294,882	$	328,930	$	351,185	$	493,682	$	46,208	$	2,051,577

Commercial and industrial
Pass	$	373,737	$	899,913	$	314,032	$	275,778	$	198,928	$	52,623	$	1,770,311	$	3,885,322
Special mention	11,390		82,659		18,971		1,406		23,127		6,309		52,626		196,488
Substandard	11,978		70,971		67,610		12,037		25,189		30,003		127,753		345,541

Total commercial and industrial	$	397,105	$	1,053,543	$	400,613	$	289,221	$	247,244	$	88,935	$	1,950,690	$	4,427,351

PPP
Pass	$	829,798	$	—	$	—	$	—	$	—	$	—	$	—	$	829,798
PPP	$	829,798	$	—	$	—	$	—	$	—	$	—	$	—	$	829,798

Pinnacle
Pass	$	141,475	$	120,453	$	74,711	$	214,037	$	212,343	$	394,687	$	0	$	1,157,706



Total Pinnacle	$	141,475	$	120,453	$	74,711	$	214,037	$	212,343	$	394,687	$	0	$	1,157,706

Bridge - Franchise Finance
Pass	$	52,422	$	91,804	$	30,647	$	15,771	$	16,455	$	13,191	$	0	$	220,290
Special mention	5,403		89,369		27,752		7,022		6,697		3,395		0		139,638
Substandard	29,908		82,014		81,021		28,821		18,376		5,216		0		245,356
Doubtful	0		0		0		0		938		0		0		938
Total Bridge - Franchise Finance	$	87,733	$	263,187	$	139,420	$	51,614	$	42,466	$	21,802	$	0	$	606,222

Bridge - Equipment Finance
Pass	$	24,073	$	187,592	$	75,598	$	57,313	$	42,307	$	58,139	$	0	$	445,022
Special mention	0		0		20,034		24,992		0		0		0		45,026
Substandard	0		3,452		10,620		26,396		0		0		0		40,468

Total Bridge - Equipment Finance	$	24,073	$	191,044	$	106,252	$	108,701	$	42,307	$	58,139	$	0	$	530,516

Mortgage Warehouse Lending
Pass	$	0	$	0	$	0	$	0	$	0	$	0	$	1,250,903	$	1,250,903



Total Mortgage Warehouse Lending	$	0	$	0	$	0	$	0	$	0	$	0	$	1,250,903	$	1,250,903

June 30, 2020
Amortized Cost By Origination Year Revolving Loans
2020 2019 2018 2017 2016 Prior Total
Multi-Family
Pass $ 42,877
$ 316,733
$ 190,227
$ 210,681
$ 347,973
$ 633,791
$ 39,607
$ 1,781,889
Special mention —
8,149
15,767
19,512
6,209
7,587
—
57,224
Substandard —
—
—
2,845
9,801
41,994
—
54,640
Total Multi-Family $ 42,877
$ 324,882
$ 205,994
$ 233,038
$ 363,983
$ 683,372
$ 39,607
$ 1,893,753

Non-owner occupied commercial real estate
Pass $ 238,451
$ 1,202,138
$ 736,973
$ 509,446
$ 590,992
$ 814,514
$ 107,772
$ 4,200,286
Special mention —
46,971
96,563
47,930
166,139
112,887
—
470,490
Substandard 4,568
32,746
5,029
437
100,748
126,227
—
269,755
Total non-owner occupied commercial real estate $ 243,019
$ 1,281,855
$ 838,565
$ 557,813
$ 857,879
$ 1,053,628
$ 107,772
$ 4,940,531

Construction and Land
Pass $ 7,208
$ 125,429
$ 13,619
$ 50,020
$ 27,336
$ 917
$ 243
$ 224,772
Special mention —
1,393
2,965
8,604
4,284
—
—
17,246
Substandard —
—
888
—
3,357
346
—
4,591
Total Construction and Land $ 7,208
$ 126,822
$ 17,472
$ 58,624
$ 34,977
$ 1,263
$ 243
$ 246,609

Owner occupied commercial real estate
Pass $ 128,795
$ 303,522
$ 276,367
$ 267,267
$ 311,485
$ 466,194
$ 39,586
$ 1,793,216
Special mention 2,635
26,410
15,528
57,102
41,321
34,201
2,108
179,305
Substandard —
8,691
17,520
12,203
2,863
18,327
9,221
68,825
Total owner occupied commercial real estate $ 131,430
$ 338,623
$ 309,415
$ 336,572
$ 355,669
$ 518,722
$ 50,915
$ 2,041,346

Commercial and industrial
Pass $ 356,049
$ 940,865
$ 344,774
$ 295,769
$ 204,049
$ 64,485
$ 1,989,034
$ 4,195,025
Special mention 611
81,305
33,987
2,252
28,507
6,818
89,918
243,398
Substandard 600
46,973
43,472
33,272
18,949
53,470
56,167
252,903
Total commercial and industrial $ 357,260
$ 1,069,143
$ 422,233
$ 331,293
$ 251,505
$ 124,773
$ 2,135,119
$ 4,691,326

PPP
Pass $ 827,359
$ —
$ —
$ —
$ —
$ —
$ —
$ 827,359
PPP $ 827,359
$ —
$ —
$ —
$ —
$ —
$ —
$ 827,359

Pinnacle
Pass $ 125,882
$ 134,838
$ 92,537
$ 232,269
$ 227,317
$ 429,663
$ —
$ 1,242,506
Total Pinnacle $ 125,882
$ 134,838
$ 92,537
$ 232,269
$ 227,317
$ 429,663
$ —
$ 1,242,506

Bridge - Franchise Finance
Pass $ 42,004
$ 97,036
$ 27,760
$ 12,666
$ 14,456
$ 12,357
$ —
$ 206,279
Special mention 42,611
154,808
73,602
37,731
11,255
7,368
—
327,375
Substandard 549
15,494
45,185
5,173
17,778
4,357
—
88,536
Doubtful —
—
—
—
949
—
—
949
Total Bridge - Franchise Finance $ 85,164
$ 267,338
$ 146,547
$ 55,570
$ 44,438
$ 24,082
$ —
$ 623,139

Bridge - Equipment Finance
Pass $ 24,349
$ 193,227
$ 103,434
$ 94,667
$ 54,544
$ 67,486
$ —
$ 537,707
Special mention —
6,634
9,510
27,050
—
—
—
43,194
Substandard —
3,608
4,128
—
1,005
143
—
8,884
Total Bridge - Equipment Finance $ 24,349
$ 203,469
$ 117,072
$ 121,717
$ 55,549
$ 67,629
$ —
$ 589,785

Mortgage Warehouse Lending
Pass $ —
$ —
$ —
$ —
$ —
$ —
$ 1,160,728
$ 1,160,728
Total Mortgage Warehouse Lending $ —
$ —
$ —
$ —
$ —
$ —
$ 1,160,728
$ 1,160,728

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

At ~~June~~September 30, 2020, the balance of revolving loans converted to term loans was immaterial.

The following tables summarize the Company's commercial credit exposure based on internal risk rating, in aggregate, at the dates indicated (in thousands):

June 30, 2020
Multi-Family Non-Owner Occupied Commercial Real Estate Construction
and Land Owner Occupied Commercial Real Estate Commercial and Industrial PPP Pinnacle Bridge - Franchise Finance Bridge - Equipment Finance Mortgage Warehouse Lending Total
Pass $ 1,781,889
$ 4,200,286
$ 224,772
$ 1,793,216
$ 4,195,025
$ 827,359
$ 1,242,506
$ 206,279
$ 537,707
$ 1,160,728
$ 16,169,767
Special mention 57,224
470,490
17,246
179,305
243,398
—
—
327,375
43,194
—
1,338,232
Substandard⁽¹⁾
54,640
269,755
4,591
68,825
252,903
—
—
88,536
8,884
—
748,134
Doubtful —
—
—
—
—
—
—
949
—
—
949
$ 1,893,753
$ 4,940,531
$ 246,609
$ 2,041,346
$ 4,691,326
$ 827,359
$ 1,242,506
$ 623,139
$ 589,785
$ 1,160,728
$ 18,257,082


	September 30, 2020
	Multi-Family		Non-Owner Occupied Commercial Real Estate		Construction and Land		Owner Occupied Commercial Real Estate		Commercial and Industrial		PPP		Pinnacle		Bridge - Franchise Finance		Bridge - Equipment Finance		Mortgage Warehouse Lending		Total
Pass	$	1,648,951	$	3,949,679	$	235,268	$	1,698,592	$	3,885,322	$	829,798	$	1,157,706	$	220,290	$	445,022	$	1,250,903	$	15,321,531
Special mention	28,876		327,115		20,971		193,867		196,488		—		—		139,638		45,026		—		951,981
Substandard(1)	132,299		634,041		7,142		159,118		345,541		—		—		245,356		40,468		—		1,563,965
Doubtful	0		0		0		0		0		0		0		938		0		0		938
	$	1,810,126	$	4,910,835	$	263,381	$	2,051,577	$	4,427,351	$	829,798	$	1,157,706	$	606,222	$	530,516	$	1,250,903	$	17,838,415

(1)Includes $1.4 billion of substandard accruing loans at September 30, 2020.


	December 31, 2019
	Multi-Family		Non-Owner Occupied Commercial Real Estate		Construction and Land		Owner Occupied Commercial Real Estate		Commercial and Industrial		Pinnacle		Bridge - Franchise Finance		Bridge - Equipment Finance		Mortgage Warehouse Lending		Total
Pass	$	2,184,771	$	4,932,279	$	240,734	$	1,991,556	$	4,508,563	$	1,202,430	$	562,042	$	663,855	$	768,472	$	17,054,702
Special mention	0		5,831		0		27,870		28,498		—		10,682		0		—		72,881
Substandard (1)	32,934		92,794		3,191		43,382		118,288		—		54,758		20,939		—		366,286

	$	2,217,705	$	5,030,904	$	243,925	$	2,062,808	$	4,655,349	$	1,202,430	$	627,482	$	684,794	$	768,472	$	17,493,869


~~(1)~~	~~Includes $561 million of substandard accruing loans at June 30, 2020.~~

December 31, 2019
Multi-Family Non-Owner Occupied Commercial Real Estate Construction
and Land Owner Occupied Commercial Real Estate Commercial and Industrial Pinnacle Bridge - Franchise Finance Bridge - Equipment Finance Mortgage Warehouse Lending Total
Pass $ 2,184,771
$ 4,932,279
$ 240,734
$ 1,991,556
$ 4,508,563
$ 1,202,430
$ 562,042
$ 663,855
$ 768,472
$ 17,054,702
Special mention —
5,831
—
27,870
28,498
—
10,682
—
—
72,881
Substandard⁽¹⁾
32,934
92,794
3,191
43,382
118,288
—
54,758
20,939
—
366,286
$ 2,217,705
$ 5,030,904
$ 243,925
$ 2,062,808
$ 4,655,349
$ 1,202,430
$ 627,482
$ 684,794
$ 768,472
$ 17,493,869


~~(1)~~	(1)Includes $180 million ~~of substandard accruing loans at December 31, 2019.~~

~~Table~~ of ~~Contents~~substandard accruing loans at December 31, 2019.

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

Past Due and Non-Accrual Loans:

The following table presents an aging of loans at the dates indicated (in thousands):

June 30, 2020 December 31, 2019
Current
30 - 59
Days Past
Due

60 - 89
Days Past
Due

90 Days or
More Past
Due
Total Current
30 - 59
Days Past
Due

60 - 89
Days Past
Due

90 Days or
More Past
Due
Total
1-4 single family residential $ 4,679,984
$ 49,275
$ 2,833
$ 11,774
$ 4,743,866
$ 4,887,618
$ 45,634
$ 9,578
$ 11,106
$ 4,953,936
Government insured residential 51,276
53,017
52,620
669,325
826,238
93,560
45,347
30,426
529,311
698,644
Home equity loans and lines of credit 1,478
69
—
—
1,547
1,320
—
—
—
1,320
Other consumer loans 6,156
—
—
—
6,156
7,219
—
—
—
7,219
Multi-family 1,858,695
29,047
6,011
—
1,893,753
2,217,705
—
—
—
2,217,705
Non-owner occupied commercial real estate 4,859,344
52,937
7,979
20,271
4,940,531
5,015,458
—
928
14,518
5,030,904
Construction and land 246,263
—
—
346
246,609
240,647
2,396
—
882
243,925
Owner occupied commercial real estate 2,020,077
1,081
3,376
16,812
2,041,346
2,041,352
1,336
4,420
15,700
2,062,808
Commercial and industrial 4,593,422
20,855
22,601
54,448
4,691,326
4,595,847
2,313
4,301
52,888
4,655,349
PPP 827,359
—
—
—
827,359
—
—
—
—
—
Pinnacle 1,242,506
—
—
—
1,242,506
1,202,430
—
—
—
1,202,430
Bridge - franchise finance 596,136
—
625
26,378
623,139
610,315
3,840
2,501
10,826
627,482
Bridge - equipment finance 589,785
—
—
—
589,785
677,089
7,705
—
—
684,794
Mortgage warehouse lending 1,160,728
—
—
—
1,160,728
768,472
—
—
—
768,472
$ 22,733,209
$ 206,281
$ 96,045
$ 799,354
$ 23,834,889
$ 22,359,032
$ 108,571
$ 52,154
$ 635,231
$ 23,154,988


	September 30, 2020										December 31, 2019

	Current		30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or More Past Due		Total		Current		30 - 59 Days Past Due		60 - 89 Days Past Due		90 Days or More Past Due		Total
1-4 single family residential	$	4,790,941	$	41,899	$	2,280	$	10,036	$	4,845,156	$	4,887,618	$	45,634	$	9,578	$	11,106	$	4,953,936
Government insured residential	382,620		70,183		45,355		590,897		1,089,055		93,560		45,347		30,426		529,311		698,644

Other consumer loans	6,434		233		22		0		6,689		8,539		0		0		0		8,539
Multi-family	1,778,604		23,152		8,370		0		1,810,126		2,217,705		0		0		0		2,217,705
Non-owner occupied commercial real estate	4,709,649		51,512		130,454		19,220		4,910,835		5,015,458		0		928		14,518		5,030,904
Construction and land	263,035		0		0		346		263,381		240,647		2,396		0		882		243,925
Owner occupied commercial real estate	2,036,782		630		1,706		12,459		2,051,577		2,041,352		1,336		4,420		15,700		2,062,808
Commercial and industrial	4,358,670		27,840		4,891		35,950		4,427,351		4,595,847		2,313		4,301		52,888		4,655,349
PPP	829,798		0		0		0		829,798		—		—		—		—		—
Pinnacle	1,157,706		0		0		0		1,157,706		1,202,430		0		0		0		1,202,430
Bridge - franchise finance	577,583		19		13,041		15,579		606,222		610,315		3,840		2,501		10,826		627,482
Bridge - equipment finance	530,516		0		0		0		530,516		677,089		7,705		0		0		684,794
Mortgage warehouse lending	1,250,903		0		0		0		1,250,903		768,472		0		0		0		768,472
	$	22,673,241	$	215,468	$	206,119	$	684,487	$	23,779,315	$	22,359,032	$	108,571	$	52,154	$	635,231	$	23,154,988

Included in the table above is the guaranteed portion of SBA loans past due by 90 days or more totaling ~~$37.3~~$33.6 million and $36.3 million at ~~June~~September 30, 2020 and December 31, 2019, respectively.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

Loans contractually delinquent by 90 days or more and still accruing totaled ~~$673~~$595 million and $531 million at September 30, 2020 and December 31, 2019, substantially all of which were government insured residential ~~loans at June 30, 2020 and $531 million, of which $529 million were government insured residential loans at December 31, 2019. Substantially all of these~~loans. These loans are government insured pool buyout loans, which the Company buys out of GNMA securitizations upon default.

The following table presents information about loans on non-accrual status at the dates indicated (in thousands):

June 30, 2020 December 31, 2019
Amortized Cost Amortized Cost With No Related Allowance Amortized Cost
Residential and other consumer $ 13,183
$ 2,622
$ 18,894
Commercial:
Multi-family 6,011
6,011
6,138
Non-owner occupied commercial real estate 46,545
28,598
40,097
Construction and land 3,703
3,357
3,191
Owner occupied commercial real estate 30,493
8,765
27,141
Commercial and industrial 67,702
7,386
74,757
Bridge - franchise finance 32,857
1,848
13,631
Bridge - equipment finance 1,148
537
20,939
$ 201,642
$ 59,124
$ 204,788

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~


	September 30, 2020				December 31, 2019
	Amortized Cost		Amortized Cost With No Related Allowance		Amortized Cost
Residential and other consumer	$	8,031	$	2,683	$	18,894
Commercial:
Multi-family	0		0		6,138
Non-owner occupied commercial real estate	54,944		27,002		40,097
Construction and land	4,432		4,086		3,191
Owner occupied commercial real estate	23,953		4,835		27,141
Commercial and industrial	72,094		11,898		74,757

Bridge - franchise finance	32,762		2,458		13,631
Bridge - equipment finance	0		0		20,939
	$	196,216	$	52,962	$	204,788

Included in the table above is the guaranteed portion of non-accrual SBA loans totaling $43.6 million and $45.7 million at ~~both June~~September 30, 2020 and December 31, 2019, respectively. The amount of additional interest income that would have been recognized on non-accrual loans had they performed in accordance with their contractual terms was approximately ~~$3.0~~$2.7 million and ~~$5.7~~$7.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively and ~~$2.5~~$2.0 million and ~~$4.3~~$6.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively.

Collateral dependent loans:

The following table presents the amortized cost basis of collateral dependent loans at ~~June~~September 30, 2020 (in thousands):

Amortized Cost Extent to Which Secured by Collateral
Residential and other consumer $ 3,283
$ 3,273
Commercial:
Multi-family 6,011
6,011
Non-owner occupied commercial real estate 30,980
30,980
Construction and land 3,703
3,703
Owner occupied commercial real estate 21,025
21,025
Commercial and industrial 54,232
29,468
Bridge - franchise finance 24,353
21,178
Bridge - equipment finance 1,148
1,078
Total commercial 141,452
113,443
$ 144,735
$ 116,716


	Amortized Cost		Extent to Which Secured by Collateral

Residential and other consumer	$	3,339	$	3,331
Commercial:

Non-owner occupied commercial real estate	40,348		40,288
Construction and land	4,432		4,432
Owner occupied commercial real estate	15,107		15,107
Commercial and industrial	29,506		17,506
Bridge - franchise finance	19,122		12,724

Total commercial	108,515		90,057
	$	111,854	$	93,388

Collateral for the ~~multi-family,~~ non-owner occupied commercial real estate and owner-occupied commercial real estate loan classes generally consists of commercial real estate. Collateral for construction and land loans is typically residential or commercial real estate. Collateral for commercial and industrial loans generally consists of equipment, accounts receivable, inventory and other business assets; owner-occupied commercial real estate loans may also be collateralized by these types of assets. Bridge franchise finance loans may be collateralized by franchise value or by equipment. Bridge equipment finance loans are secured by the financed equipment. Residential loans are collateralized by residential real estate. There have been no significant changes to the extent to which collateral secures collateral dependent loans during the ~~six~~nine months ended ~~June~~September 30, 2020.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

Foreclosure of residential real estate

The recorded investment in residential loans in the process of foreclosure was ~~$323~~$270 million, of which ~~$315~~$264 million was government insured, at ~~June~~September 30, 2020 and $257 million, of which $248 million was government insured, at December 31, 2019. The carrying amount of foreclosed residential real estate included in ~~"Other assets"~~other assets in the accompanying consolidated balance sheet was insignificant at ~~June~~September 30, 2020 and $6 million at December 31, 2019. In response to the COVID-19 pandemic, new foreclosure actions on residential loans have been temporarily suspended.

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

Troubled debt restructurings

The following table summarizes loans that were modified in TDRs during the periods indicated, as well as loans modified during the twelve months preceding ~~June~~September 30, 2020 and 2019 that experienced payment defaults during the periods indicated (dollars in thousands):


	Three Months Ended September 30,
	2020						2019
	Loans Modified in TDRs During the Period			TDRs Experiencing Payment Defaults During the Period			Loans Modified in TDRs During the Period			TDRs Experiencing Payment Defaults During the Period
	Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost
1-4 single family residential	1	$	1,221	0	$	0	0	$	0	0	$	0
Government insured residential	148	24,031		65	10,249		133	21,421		56	8,461




Owner occupied commercial real estate	0	0		0	0		1	939		2	1,654
Commercial and industrial	0	0		0	0		2	4,445		3	1,652

Bridge - franchise finance	0	0		6	8,503		1	12,850		0	0

	149	$	25,252	71	$	18,752	137	$	39,655	61	$	11,767


														Nine Months Ended September 30,
	Three Months Ended June 30,													2020						2019
	2020						2019							Loans Modified in TDRs During the Period			TDRs Experiencing Payment Defaults During the Period			Loans Modified in TDRs During the Period			TDRs Experiencing Payment Defaults During the Period
	Loans Modified in TDRs During the Period			TDRs Experiencing Payment Defaults During the Period			Loans Modified in TDRs During the Period			TDRs Experiencing Payment Defaults During the Period				Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost
1-4 single family residential													1-4 single family residential	2	$	1,422	0	$	0	2	$	560	0	$	0
Government insured residential													Government insured residential	213	33,593		99	16,559		171	26,992		58	8,687
	Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost		Number of TDRs	Amortized Cost
Government insured residential	52	$	7,291	121	$	19,512	34	$	5,164	31	$	4,355

Non-owner occupied commercial real estate	—	—		1	4,249		1	12,085		1	2,772		Non-owner occupied commercial real estate	1	4,249		1	4,249		1	11,791		1	2,671

Owner occupied commercial real estate	—	—		—	—		—	—		3	1,878		Owner occupied commercial real estate	0	0		0	0		1	939		3	1,944
Commercial and industrial	2	1,348		—	—		4	7,354		1	1,233		Commercial and industrial	1	305		0	0		7	21,167		3	1,652

Bridge - franchise finance	1	919		5	18,718		1	2,073		—	—		Bridge - franchise finance	9	14,554		7	12,081		4	15,715		0	0
	55	$	9,558	127	$	42,479	40	$	26,676	36	$	10,238
														226	$	54,123	107	$	32,889	186	$	77,164	65	$	14,954

Six Months Ended June 30,
2020 2019
Loans Modified in TDRs
During the Period TDRs Experiencing Payment
Defaults During the Period Loans Modified in TDRs
During the Period TDRs Experiencing Payment
Defaults During the Period
Number of
TDRs Amortized Cost Number of
TDRs Amortized Cost Number of
TDRs Amortized Cost Number of
TDRs Amortized Cost
1-4 single family residential 1
$ 203
—
$ —
2
$ 563
—
$ —
Government insured residential 86
12,183
150
23,994
46
6,782
32
4,517
Non-owner occupied commercial real estate 1
4,249
1
4,249
1
12,085
1
2,772
Owner occupied commercial real estate —
—
—
—
1
849
3
1,878
Commercial and industrial 2
1,348
3
5,448
6
17,994
1
1,233
Bridge - franchise finance 9
14,666
8
23,358
3
3,238
—
—
Bridge - equipment finance —
—
—
—
1
847
—
—
99
$ 32,649
162
$ 57,049
60
$ 42,358
37
$ 10,400

~~Modifications~~TDRs during the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 included interest rate reductions, restructuring of the amount and timing of required periodic payments, extensions of maturity and covenant waivers. 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.

~~Under recently issued inter-agency~~ The majority of loan modifications or deferrals and payment deferrals that took place after the onset of the COVID-19 pandemic have not been categorized as TDRs, in accordance with interagency and authoritative guidance and ~~consistent with~~the provisions of the CARES ~~Act, short-term (generally periods of six months or less) deferrals or modifications related to COVID-19 will typically not be categorized as TDRs.~~

Act.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

Disclosures Prescribed by Legacy GAAP (Before Adoption of ASU 2016-13) for Prior Periods

The following table presents information about the balance of the ALLL and related loans as of December 31, 2019 (in thousands):


	Residential and Other Consumer		Commercial		Total			Residential and Other Consumer		Commercial		Total
Allowance for loan and lease losses:							Allowance for loan and lease losses:
Ending balance	$	11,154	$	97,517	$	108,671	Ending balance	$	11,154	$	97,517	$	108,671
Ending balance: loans individually evaluated for impairment	$	9	$	20,481	$	20,490	Ending balance: loans individually evaluated for impairment	$	9	$	20,481	$	20,490
Ending balance: loans collectively evaluated for impairment	$	11,145	$	77,036	$	88,181	Ending balance: loans collectively evaluated for impairment	$	11,145	$	77,036	$	88,181
Ending balance: ACI loans	$	—	$	—	$	—	Ending balance: ACI loans	$	0	$	0	$	0
Loans:							Loans:
Ending balance	$	5,661,119	$	17,493,869	$	23,154,988	Ending balance	$	5,661,119	$	17,493,869	$	23,154,988
Ending balance: loans individually evaluated for impairment	$	57,117	$	187,788	$	244,905	Ending balance: loans individually evaluated for impairment	$	57,117	$	187,788	$	244,905
Ending balance: loans collectively evaluated for impairment	$	5,454,422	$	17,288,901	$	22,743,323	Ending balance: loans collectively evaluated for impairment	$	5,454,422	$	17,288,901	$	22,743,323
Ending balance: ACI loans	$	149,580	$	17,180	$	166,760	Ending balance: ACI loans	$	149,580	$	17,180	$	166,760

The table below presents information about loans identified as impaired as of December 31, 2019 (in thousands):



	Recorded Investment		UPB		Related Specific Allowance
With no specific allowance recorded:
1-4 single family residential	$	992	$	989	$	—
Government insured residential	53,428		53,350		—


Multi-family	6,138		6,169		—
Non-owner occupied commercial real estate	38,345		38,450		—
Construction and land	3,191		3,155		—
Owner occupied commercial real estate	17,419		17,488		—
Commercial and industrial	10,585		10,574		—

Bridge - franchise finance	4,115		4,117		—
Bridge - equipment finance	6,807		6,793		—
With a specific allowance recorded:
1-4 single family residential	2,697		2,652		9






Owner occupied commercial real estate	2,522		2,509		401
Commercial and industrial	63,531		63,709		13,992

Bridge - franchise finance	21,011		21,050		2,953
Bridge - equipment finance	14,124		14,024		3,135
Total:
Residential and other consumer	$	57,117	$	56,991	$	9
Commercial	187,788		188,038		20,481
	$	244,905	$	245,029	$	20,490

2928

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

The following table presents the average recorded investment in impaired loans for the period indicated (in thousands):

Three Months Ended June 30, 2019 Six Months Ended June 30, 2019
Residential and other consumer:
1-4 single family residential $ 12,732
$ 11,011
Commercial:
Multi-family 25,066
25,248
Non-owner occupied commercial real estate 24,599
21,563
Construction and land 9,604
9,730
Owner occupied commercial real estate 12,741
12,124
Commercial and industrial 32,690
30,564
Commercial lending subsidiaries 18,082
19,982
122,782
119,211
$ 135,514
$ 130,222


	Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
Residential and other consumer:
1-4 single family residential	$	4,685	$	4,639
Government insured residential	19,865		10,885

	24,550		15,524
Commercial:
Multi-family	21,370		23,955
Non-owner occupied commercial real estate	11,938		10,628
Construction and land	6,188		7,854
Owner occupied commercial real estate	3,406		3,526
Commercial and industrial	27,297		27,879
Commercial lending subsidiaries	53,486		46,860
	123,685		120,702
	$	148,235	$	136,226

Note 5 Subordinated Notes

On June 11, 2020, the Company issued $300 million of 5.125% subordinated notes. The notes mature on June 11, 2030 with interest payable semiannually. The notes have an effective interest rate of 5.39% after consideration of issuance discount and costs. The notes may be redeemed by the Company, in whole or in part, on or after March 11, 2030 at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest, subject to the approval of the Federal Reserve. The notes qualify as Tier 2 capital for regulatory capital purposes, subject to applicable limitations.

Note 6 Income Taxes

The Company’s effective income tax rate was ~~21.0%~~22.5% and ~~19.3%~~21.3% for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, and ~~25.2%~~24.1% and ~~25.9%~~25.3% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively. The effective income tax rates differed from the statutory federal income tax rate of 21% for the 2019 periods due primarily to the impact of state income taxes, partially offset by the benefit of income not subject to federal tax. These factors were largely offsetting for the 2020 periods, when the effective income tax rate did not differ materially from the Federal statutory rate of 21%. During the three and ~~six~~nine months ended ~~June~~September 30, 2020, income not subject to tax was a larger percentage of pre-tax income.

Note 7 Derivatives and Hedging Activities

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 LIBOR-based interest rate swaps designated as fair value hedges designed to hedge changes in the fair value of outstanding fixed rate borrowings caused by fluctuations in the benchmark interest rate.

The Company 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. For the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, the impact on earnings, included in ~~"other~~other non-interest ~~income"~~income in the accompanying consolidated statements of income, related to changes in fair value of these derivatives 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

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

derivatives only with primary and highly rated counterparties, the use of ISDA master agreements, central clearing mechanisms

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

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 commercial borrower counterparties through its normal loan underwriting and credit monitoring policies and procedures. The Company does not currently anticipate any significant losses from failure of interest rate derivative counterparties to honor their obligations.

The CME legally characterizes variation margin payments for centrally cleared derivatives as settlements of the derivatives' exposures rather than collateral. As a result, the variation margin payment and the related derivative instruments are considered a single unit of account for accounting and financial reporting purposes. The Company's clearing agent for interest rate derivative contracts centrally cleared through the CME settles the variation margin daily with the CME; therefore, those interest rate derivative contracts the Company clears through the CME are reported at a fair value of approximately 0 at both ~~June~~September 30, 2020 and December 31, 2019.

The following tables set forth certain information concerning the Company’s interest rate contract derivative financial instruments and related hedged items at the dates indicated (dollars in thousands):

June 30, 2020

Weighted
Average Pay Rate

Weighted
Average Receive Rate

Weighted
Average
Remaining
Life in Years

Notional Amount Balance Sheet Location Fair Value
Hedged Item Asset Liability
Derivatives designated as cash flow hedges:

Pay-fixed interest rate swaps Variability of interest cash flows on variable rate borrowings 2.40% 3-Month LIBOR 2.8 $ 3,021,000
Other liabilities $ —
$ (7,156 )
Derivatives designated as fair value hedges:
Receive-fixed interest rate swaps Variability of fair value of fixed rate borrowings 3-Month LIBOR 1.55% 1.1 250,000
Other liabilities —
—
Derivatives not designated as hedges:
Pay-fixed interest rate swaps 3.69% Indexed to 1-month LIBOR 5.9 1,488,928
Other assets / Other liabilities —
(44,857 )
Pay-variable interest rate swaps Indexed to 1-month LIBOR 3.69% 5.9 1,488,928
Other assets 145,802
—
Interest rate caps purchased, indexed to 1-month LIBOR 3.71% 0.9 25,989
Other assets —
—
Interest rate caps sold, indexed to 1-month LIBOR 3.71% 0.9 25,989
Other liabilities —
—
$ 6,300,834
$ 145,802
$ (52,013 )


	September 30, 2020

		Weighted Average Pay Rate	Weighted Average Receive Rate	Weighted Average Remaining Life in Years
					Notional Amount		Balance Sheet Location	Fair Value
	Hedged Item							Asset		Liability
Derivatives designated as cash flow hedges:
Pay-fixed interest rate swaps	Variability of interest cash flows on variable rate borrowings	2.41%	3-Month LIBOR	2.6	$	2,921,000	Other liabilities	$	0	$	(6,566)
Derivatives designated as fair value hedges:
Receive-fixed interest rate swaps	Variability of fair value of fixed rate borrowings	3-Month LIBOR	1.55%	0.8	250,000		Other liabilities	0		0
Derivatives not designated as hedges:
Pay-fixed interest rate swaps		3.68%	Indexed to 1-month LIBOR	5.9	1,528,952		Other assets / Other liabilities	0		(42,916)
Pay-variable interest rate swaps		Indexed to 1-month LIBOR	3.68%	5.9	1,528,952		Other assets	138,332		0
Interest rate caps purchased, indexed to 1-month LIBOR			3.71%	0.7	25,955		Other assets	0		0
Interest rate caps sold, indexed to 1-month LIBOR		3.71%		0.7	25,955		Other liabilities	0		0
					$	6,280,814		$	138,332	$	(49,482)

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

December 31, 2019

Weighted
Average Pay Rate

Weighted
Average Receive Rate

Weighted
Average
Remaining
Life in Years

Notional Amount Balance Sheet Location Fair Value
Hedged Item Asset Liability
Derivatives designated as cash flow hedges:

Pay-fixed interest rate swaps Variability of interest cash flows on variable rate borrowings 2.37% 3-Month LIBOR 3.2 $ 3,131,000
Other liabilities $ —
$ (1,607 )
Derivatives not designated as hedges:

Receive-fixed interest rate swaps Variability of interest cash flows on fixed rate borrowings 3-Month LIBOR 1.55% 1.6 250,000
Other liabilities —
—
Derivatives not designated as hedges
Pay-fixed interest rate swaps 3.72% Indexed to 1-month LIBOR 6.4 1,460,355
Other assets / Other liabilities 876
(15,307 )
Pay-variable interest rate swaps Indexed to 1-month LIBOR 3.72% 6.4 1,460,355
Other assets / Other liabilities 42,810
(2,115 )
Interest rate caps purchased, indexed to 1-month LIBOR
3.30% 0.6 61,004
Other assets —
—
Interest rate caps sold, indexed to 1-month LIBOR 3.30% 0.6 61,004
Other liabilities —
—
$ 6,423,718
$ 43,686
$ (19,029 )


	December 31, 2019

		Weighted Average Pay Rate	Weighted Average Receive Rate	Weighted Average Remaining Life in Years
					Notional Amount		Balance Sheet Location	Fair Value
	Hedged Item							Asset		Liability
Derivatives designated as cash flow hedges:
Pay-fixed interest rate swaps	Variability of interest cash flows on variable rate borrowings	2.37%	3-Month LIBOR	3.2	$	3,131,000	Other liabilities	$	0	$	(1,607)
Derivatives not designated as hedges:
Receive-fixed interest rate swaps	Variability of interest cash flows on fixed rate borrowings	3-Month LIBOR	1.55%	1.6	250,000		Other liabilities	0		0
Derivatives not designated as hedges
Pay-fixed interest rate swaps		3.72%	Indexed to 1-month LIBOR	6.4	1,460,355		Other assets / Other liabilities	876		(15,307)
Pay-variable interest rate swaps		Indexed to 1-month LIBOR	3.72%	6.4	1,460,355		Other assets / Other liabilities	42,810		(2,115)
Interest rate caps purchased, indexed to 1-month LIBOR			3.30%	0.6	61,004		Other assets	0		—
Interest rate caps sold, indexed to 1-month LIBOR		3.30%		0.6	61,004		Other liabilities	—		0
					$	6,423,718		$	43,686	$	(19,029)

The following table provides information about the amount of gain (loss) related to derivatives designated as cash flow hedges reclassified from AOCI into interest expense for the periods indicated (in thousands):

Three Months Ended June 30, Six Months Ended June 30, Location of Gain (Loss) Reclassified from AOCI into Income
2020 2019 2020 2019
Interest rate contracts $ (10,009 ) $ 1,688
$ (14,565 ) $ 4,411
Interest expense on borrowings


	Three Months Ended September 30,				Nine Months Ended September 30,				Location of Gain (Loss) Reclassified from AOCI into Income
	2020		2019		2020		2019
Interest rate contracts	$	(15,893)	$	509	$	(30,458)	$	4,920	Interest expense on borrowings

During the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, 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. As of ~~June~~September 30, 2020, the amount of net loss expected to be reclassified from AOCI into earnings during the next twelve months was ~~$60.7~~$57.0 million.

The following table provides information about the amount of gain (loss) related to derivatives designated as fair value hedges recognized in earnings for the periods indicated (in thousands):

Three Months Ended June 30, Six Months Ended June 30, Location of Gain (Loss) in Consolidated Statements of Income
2020 2019 2020 2019
Fair value adjustment on derivatives $ 8
$ —
$ 4,028
$ —
Interest expense on borrowings
Fair value adjustment on hedged items (164 ) —
(4,072 ) —
Interest expense on borrowings
Gain recognized on fair value hedges (ineffective portion) $ (156 ) $ —
$ (44 ) $ —


	Three Months Ended September 30,				Nine Months Ended September 30,				Location of Gain (Loss) in Consolidated Statements of Income
	2020		2019		2020		2019
Fair value adjustment on derivatives	$	(738)	$	(382)	$	3,290	$	(382)	Interest expense on borrowings
Fair value adjustment on hedged items	763		362		(3,309)		362		Interest expense on borrowings
Gain (loss) recognized on fair value hedges (ineffective portion)	$	25	$	(20)	$	(19)	$	(20)

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

The following table provides information about the hedged items related to derivatives designated as fair value hedges at the dates indicated (in thousands):

June 30, 2020 December 31, 2019 Location in Consolidated Balance Sheets
Contractual balance outstanding
of hedged item
$ 250,000
$ 250,000
FHLB and PPPLF borrowings
Cumulative fair value hedging adjustments $ 3,573
$ (499 ) FHLB and PPPLF borrowings


	September 30, 2020		December 31, 2019		Location in Consolidated Balance Sheets
Contractual balance outstanding of hedged item	$	250,000	$	250,000	FHLB and PPPLF borrowings
Cumulative fair value hedging adjustments	$	2,810	$	(499)	FHLB and PPPLF borrowings

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. Currently, there are no circumstances that would trigger these provisions of the agreements.

The Company does not offset assets and liabilities under master netting agreements for financial reporting purposes. Information on interest rate swaps subject to these agreements is as follows at the dates indicated (dollars in thousands):


	September 30, 2020

			Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet		Gross Amounts Not Offset in Balance Sheet
	Gross Amounts Recognized						Derivative Instruments		Collateral Pledged		Net Amount
Derivative assets	$	0	$	0	$	0	$	0	$	0	$	0
Derivative liabilities	(49,482)		0		(49,482)		0		49,482		0
	$	(49,482)	$	0	$	(49,482)	$	0	$	49,482	$	0

June 30, 2020

Gross Amounts Offset in Balance
Sheet
Net Amounts Presented in
Balance Sheet
Gross Amounts Not Offset in
Balance Sheet

Gross Amounts
Recognized

Derivative
Instruments

Collateral
Pledged

Net Amount
Derivative assets $ —
$ —
$ —
$ —
$ —
$ —
Derivative liabilities (52,013 ) —
(52,013 ) —
51,887
(126 )
$ (52,013 ) $ —
$ (52,013 ) $ —
$ 51,887
$ (126 )


																				December 31, 2019
	December 31, 2019
				Gross Amounts Offset in Balance Sheet				Net Amounts Presented in Balance Sheet			Gross Amounts Not Offset in Balance Sheet														Gross Amounts Offset in Balance Sheet			Net Amounts Presented in Balance Sheet		Gross Amounts Not Offset in Balance Sheet
	Gross Amounts Recognized						Derivative Instruments				Collateral Pledged		Net Amount				Gross Amounts Recognized										Derivative Instruments			Collateral Pledged		Net Amount
Derivative assets	$	876				$	—				$	876	$	(876	)	$	—		$	—		Derivative assets	$	876				$	0	$	876	$	(876)	$	0	$	0
Derivative liabilities	(16,914		)	—				(16,914		)	876		16,038			—		Derivative liabilities		(16,914)					0			(16,914)		876		16,038		0
	$	(16,038	)	$	—			$	(16,038	)	$	—	$	16,038		$	—			$	(16,038)				$	0		$	(16,038)	$	0	$	16,038	$	0

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 derivative contracts not subject to master netting agreements.

At ~~June~~September 30, 2020, the Company had pledged net financial collateral of ~~$56.0~~$54.5 million as collateral for interest rate swaps in a liability position that are not centrally cleared. The amount of collateral required to be posted varies based on the settlement value of outstanding swaps and in some cases may include initial margin requirements.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

Note 8 Stockholders’ Equity

Accumulated Other Comprehensive Income

Changes in other comprehensive income are summarized as follows for the periods indicated (in thousands):


	Three Months Ended September 30,
	2020						2019
	Before Tax		Tax Effect		Net of Tax		Before Tax		Tax Effect		Net of Tax
Unrealized gains (losses) on investment securities available for sale:
Net unrealized holding gain arising during the period	$	66,885	$	(17,056)	$	49,829	$	11,372	$	(3,014)	$	8,358
Amounts reclassified to gain on investment securities available for sale, net	(2,262)		577		(1,685)		(3,426)		908		(2,518)
Net change in unrealized gains (losses) on investment securities available for sale	64,623		(16,479)		48,144		7,946		(2,106)		5,840
Unrealized losses on derivative instruments:
Net unrealized holding gain (loss) arising during the period	1,680		(429)		1,251		(22,822)		6,048		(16,774)
Amounts reclassified to interest expense on borrowings	15,836		(4,038)		11,798		(509)		135		(374)
Net change in unrealized losses on derivative instruments	17,516		(4,467)		13,049		(23,331)		6,183		(17,148)
Other comprehensive income (loss)	$	82,139	$	(20,946)	$	61,193	$	(15,385)	$	4,077	$	(11,308)


	Three Months Ended June 30,																			Nine Months Ended September 30,
	2020									2019										2020						2019
	Before Tax			Tax Effect			Net of Tax			Before Tax			Tax Effect			Net of Tax				Before Tax		Tax Effect		Net of Tax		Before Tax		Tax Effect		Net of Tax
Unrealized gains (losses) on investment securities available for sale:																			Unrealized gains (losses) on investment securities available for sale:
Net unrealized holding gain arising during the period	$	252,893		$	(64,488	)	$	188,405		$	31,736		$	(8,410	)	$	23,326		Net unrealized holding gain arising during the period	$	33,142	$	(8,068)	$	25,074	$	72,519	$	(19,218)	$	53,301
Amounts reclassified to gain on investment securities available for sale, net	(5,723		)	1,459			(4,264		)	(3,914		)	1,037			(2,877		)	Amounts reclassified to gain on investment securities available for sale, net	(9,515)		2,426		(7,089)		(11,657)		3,089		(8,568)
Net change in unrealized gains (losses) on investment securities available for sale	247,170			(63,029		)	184,141			27,822			(7,373		)	20,449			Net change in unrealized gains (losses) on investment securities available for sale	23,627		(5,642)		17,985		60,862		(16,129)		44,733
Unrealized losses on derivative instruments:																			Unrealized losses on derivative instruments:
Net unrealized holding loss arising during the period	(12,288		)	1,218			(11,070		)	(50,637		)	13,419			(37,218		)	Net unrealized holding loss arising during the period	(120,559)		29,926		(90,633)		(101,588)		26,921		(74,667)
Amounts reclassified to interest expense on borrowings	10,009			(2,507		)	7,502			(1,688		)	447			(1,241		)	Amounts reclassified to interest expense on borrowings	30,401		(7,752)		22,649		(4,920)		1,304		(3,616)
Net change in unrealized losses on derivative instruments	(2,279		)	(1,289		)	(3,568		)	(52,325		)	13,866			(38,459		)	Net change in unrealized losses on derivative instruments	(90,158)		22,174		(67,984)		(106,508)		28,225		(78,283)
Other comprehensive income (loss)	$	244,891		$	(64,318	)	$	180,573		$	(24,503	)	$	6,493		$	(18,010	)
Other comprehensive loss																			Other comprehensive loss	$	(66,531)	$	16,532	$	(49,999)	$	(45,646)	$	12,096	$	(33,550)

Six Months Ended June 30,
2020 2019
Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
Unrealized gains (losses) on investment securities available for sale:

Net unrealized holding gain (loss) arising during the period $ (33,743 ) $ 8,988
$ (24,755 ) $ 61,147
$ (16,204 ) $ 44,943
Amounts reclassified to gain on investment securities available for sale, net (7,253 ) 1,849
(5,404 ) (8,231 ) 2,181
(6,050 )
Net change in unrealized gains (losses) on investment securities available for sale (40,996 ) 10,837
(30,159 ) 52,916
(14,023 ) 38,893
Unrealized losses on derivative instruments:
Net unrealized holding loss arising during the period (122,239 ) 30,355
(91,884 ) (78,766 ) 20,873
(57,893 )
Amounts reclassified to interest expense on borrowings 14,565
(3,714 ) 10,851
(4,411 ) 1,169
(3,242 )
Net change in unrealized losses on derivative instruments (107,674 ) 26,641
(81,033 ) (83,177 ) 22,042
(61,135 )
Other comprehensive loss $ (148,670 ) $ 37,478
$ (111,192 ) $ (30,261 ) $ 8,019
$ (22,242 )

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

The categories of AOCI and changes therein are presented below for the periods indicated (in thousands):

Unrealized Gain (Loss) on
Investment Securities
Available for Sale

Unrealized Gain (Loss)
on Derivative
Instruments
Total
Balance at December 31, 2019 $ 28,185
(60,012 ) $ (31,827 )
Other comprehensive loss (30,159 ) (81,033 ) (111,192 )
Balance at June 30, 2020 $ (1,974 ) $ (141,045 ) $ (143,019 )

Balance at December 31, 2018 $ 4,194
$ 679
$ 4,873
Other comprehensive loss 38,893
(61,135 ) (22,242 )
Balance at June 30, 2019 $ 43,087
$ (60,456 ) $ (17,369 )


	Three Months Ended September 30,
	Unrealized Gain (Loss) on Investment Securities Available for Sale		Unrealized Gain (Loss) on Derivative Instruments		Total
Balance at June 30, 2020	$	(1,974)	$	(141,045)	$	(143,019)
Other comprehensive income	48,144		13,049		61,193
Balance at September 30, 2020	$	46,170	$	(127,996)	$	(81,826)

Balance at June 30, 2019	$	43,087	$	(60,456)	$	(17,369)
Other comprehensive income (loss)	5,840		(17,148)		(11,308)
Balance at September 30, 2019	$	48,927	$	(77,604)	$	(28,677)


	Nine Months Ended September 30,
	Unrealized Gain on Investment Securities Available for Sale		Unrealized Gain (Loss) on Derivative Instruments		Total





Balance at December 31, 2019	$	28,185	$	(60,012)	$	(31,827)

Other comprehensive income (loss)	17,985		(67,984)		(49,999)
Balance at September 30, 2020	$	46,170	$	(127,996)	$	(81,826)

Balance at December 31, 2018	$	4,194	$	679	$	4,873
Other comprehensive income (loss)	44,733		(78,283)		(33,550)
Balance at September 30, 2019	$	48,927	$	(77,604)	$	(28,677)

Note 9 Equity Based and Other Compensation Plans

Share Awards

Unvested share awards

A summary of activity related to unvested share awards follows for the periods indicated:


	Number of Share Awards	Weighted Average Grant Date Fair Value
Unvested share awards outstanding, December 31, 2019	1,050,455	$	38.24
Granted	644,300	29.73
Vested	(468,283)	39.03
Canceled or forfeited	(68,525)	34.78
Unvested share awards outstanding, September 30, 2020	1,157,947	$	33.39

Unvested share awards outstanding, December 31, 2018	1,186,238	$	38.86
Granted	590,572	36.50
Vested	(548,762)	37.57
Canceled or forfeited	(149,770)	38.99
Unvested share awards outstanding, September 30, 2019	1,078,278	$	38.21

Number of Share Awards Weighted Average Grant Date Fair Value
Unvested share awards outstanding, December 31, 2019 1,050,455
$ 38.24
Granted 644,300
29.73
Vested (455,260 ) 39.15
Canceled or forfeited (33,137 ) 36.21
Unvested share awards outstanding, June 30, 2020 1,206,358
$ 33.41

Unvested share awards outstanding, December 31, 2018 1,186,238
$ 38.86
Granted 582,353
36.57
Vested (533,125 ) 37.67
Canceled or forfeited (115,825 ) 39.11
Unvested share awards outstanding, June 30, 2019 1,119,641
$ 38.21

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

Unvested share awards are generally valued at the closing price of the Company's common stock on the date of grant. All shares granted prior to 2019 vest in equal annual installments over a period of three years from the date of grant. All shares granted in 2019 and 2020 to Company employees vest in equal annual installments over a period of four years from the date of grant. Shares granted to the Company's Board of Directors vest over a period of one year.

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

The following table summarizes the closing price of the Company's stock on the date of grant for shares granted and the aggregate grant date fair value of shares vesting for the periods indicated (in thousands, except per share data):


	Six Months Ended June 30,					Nine Months Ended September 30,
	2020		2019			2020		2019
Closing price on date of grant ⁽¹⁾	$13.99 - $30.90		$34.23 - $36.65		Closing price on date of grant (1)	$13.99 - $30.90		$31.07 - $36.65
Aggregate grant date fair value of shares vesting	$	17,824	$	20,083	Aggregate grant date fair value of shares vesting	$	18,279	$	20,616

(1)During the nine months ended September 30, 2020, the Company granted 599,766 and 44,534 shares with a closing price on date of grant of $30.90 and $13.99, respectively.


~~(1)~~	~~During the six months ended June 30, 2020, the Company granted 599,766 and 44,534 shares with a closing price on date of grant of $30.90 and $13.99, respectively.~~

The total unrecognized compensation cost of ~~$29.5~~$25.4 million for all unvested share awards outstanding at ~~June~~September 30, 2020 will be recognized over a weighted average remaining period of ~~2.75~~2.62 years.

Executive share-based awards

Certain of the Company's executives are eligible to receive annual awards of RSUs and PSUs (collectively, the "share units"). Annual awards of RSUs represent a fixed number of shares and vest on December 31st in equal tranches over three years for grants prior to 2019, and over four years for awards issued in 2019 and 2020. PSUs are initially granted based on a target value. The number of PSUs that ultimately vest at the end of the performance measurement period will be based on the achievement of performance criteria pre-established by the Compensation Committee of the Board of Directors. Upon vesting, the share units will be converted to common stock on a one-for-one basis, or may be settled in cash at the Company's option. The share units will accumulate dividends declared on the Company's common stock from the date of grant to be paid subsequent to vesting.

As a result of the majority of previous settlements being in cash, all RSUs and PSUs have been determined to be liability instruments and are remeasured at fair value each reporting period until the awards are settled. The RSUs are valued based on the closing price of the Company's common stock at the reporting date. The PSUs are valued based on the closing price of the Company's common stock at the reporting date net of a discount related to any applicable market conditions, considering the probability of meeting the defined performance conditions. Compensation cost related to PSUs is recognized during the performance period based on the probable outcome of the respective performance conditions.

A summary of activity related to executive share-based awards for the ~~period~~periods indicated follows:


	RSU	PSU		RSU	PSU
Unvested executive share-based awards outstanding, December 31, 2019	112,116	125,088	Unvested executive share-based awards outstanding, December 31, 2019	112,116	125,088
Granted	106,731	106,731	Granted	106,731	106,731
Unvested executive share-based awards outstanding, June 30, 2020	218,847	231,819

Unvested executive share-based awards outstanding, September 30, 2020			Unvested executive share-based awards outstanding, September 30, 2020	218,847	231,819

Unvested executive share-based awards outstanding, December 31, 2018	90,612	99,874	Unvested executive share-based awards outstanding, December 31, 2018	90,612	99,874
Granted	73,062	73,062	Granted	73,062	73,062
Unvested executive share-based awards outstanding, June 30, 2019	163,674	172,936

Unvested executive share-based awards outstanding, September 30, 2019			Unvested executive share-based awards outstanding, September 30, 2019	163,674	172,936

The total liability for the share units was ~~$2.9~~$3.9 million at ~~June~~September 30, 2020. The total unrecognized compensation cost of ~~$6.2~~$6.0 million for these share units at ~~June~~September 30, 2020 will be recognized over a weighted average remaining period of ~~2.45~~2.32 years.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

Incentive awards

The Company's annual incentive compensation arrangements for employees other than those eligible for the executive share-based awards discussed above provide for settlement through a combination of cash payments and unvested share awards following the end of the annual performance period. The dollar value of share awards to be granted is based on the achievement of performance criteria established in the incentive arrangements. The number of shares of common stock 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

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

liability instruments, with compensation cost recognized from the beginning of the performance period. Awards related to performance periods prior to 2019 vest over three years and awards related to the 2019 and 2020 performance periods vest in equal installments over a period of four years from the date of grant. These awards are included in the summary of activity related to unvested share awards above. The total liability and unrecognized compensation cost for incentive share awards for the 2020 performance period was not material. The accrued liability and unrecognized compensation cost are based on management's current estimate of the likely outcome of the performance criteria established in the incentive arrangements and may differ from actual results.

The 644,300 unvested share awards granted during the ~~six~~nine months ended ~~June~~September 30, 2020, as discussed above, included 114,936 unvested share awards granted under the Company's annual incentive compensation arrangements based on the achievement of established performance criteria for the year ended December 31, 2019.

Option Awards

A summary of activity related to stock option awards for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 follows:


	Number of Option Awards		Weighted Average Exercise Price			Number of Option Awards	Weighted Average Exercise Price
Option awards outstanding, December 31, 2019	737,753		$	26.64	Option awards outstanding, December 31, 2019	737,753	$	26.64
Exercised	(60,000	)	25.48		Exercised	(67,768)	24.66
Option awards outstanding and exercisable, June 30, 2020	677,753		$	26.74

Option awards outstanding and exercisable, September 30, 2020					Option awards outstanding and exercisable, September 30, 2020	669,985	$	26.84

Option awards outstanding, December 31, 2018	964,840		$	26.53	Option awards outstanding, December 31, 2018	964,840	$	26.53
Exercised	(3,910	)	11.14		Exercised	(26,043)	20.63
Canceled or forfeited	(1,960	)	63.74		Canceled or forfeited	(1,960)	63.74
Option awards outstanding, June 30, 2019	958,970		$	26.52
Option awards outstanding, September 30, 2019					Option awards outstanding, September 30, 2019	936,837	$	26.62

The intrinsic value of options exercised and related tax benefits was immaterial for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019.

Note 10 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 and marketable equity securities—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 and certain preferred stocks. 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 MBS, preferred stock investments for which level 1 valuations are not available, non-mortgage asset-backed securities, single family rental real estate-backed securities, certain private label residential MBS and CMOs, private label commercial MBS, 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,

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

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.

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

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

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. Any price discrepancies are resolved based on careful consideration of the assumptions and inputs employed by each of the pricing sources.

Servicing rights—Commercial servicing rights are valued using a discounted cash flow methodology incorporating contractually specified servicing fees and market based assumptions about prepayments, discount rates, default rates and costs of servicing. Prepayment and default assumptions are based on historical industry data for loans with similar characteristics. Assumptions about costs of servicing are based on market convention. Discount rates are based on rates of return implied by observed trades of underlying loans in the secondary market. These instruments are classified within level 2 of the fair value hierarchy.

Derivative financial instruments—Fair values of interest rate swaps 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.

The following tables present assets and liabilities measured at fair value on a recurring basis at the dates indicated (in thousands):

June 30, 2020
Level 1 Level 2 Total
Investment securities available for sale:

U.S. Treasury securities $ 77,180
$ —
$ 77,180
U.S. Government agency and sponsored enterprise residential MBS —
2,379,840
2,379,840
U.S. Government agency and sponsored enterprise commercial MBS —
464,277
464,277
Private label residential MBS and CMOs —
1,116,086
1,116,086
Private label commercial MBS —
2,043,620
2,043,620
Single family rental real estate-backed securities —
618,207
618,207
Collateralized loan obligations —
1,128,753
1,128,753
Non-mortgage asset-backed securities —
261,531
261,531
State and municipal obligations —
259,495
259,495
SBA securities —
245,942
245,942
Marketable equity securities 88,697
—
88,697
Servicing rights —
7,291
7,291
Derivative assets —
145,802
145,802
Total assets at fair value $ 165,877
$ 8,670,844
$ 8,836,721
Derivative liabilities $ —
$ (52,013 ) $ (52,013 )
Total liabilities at fair value $ —
$ (52,013 ) $ (52,013 )


	September 30, 2020

	Level 1		Level 2		Total
Investment securities available for sale:
U.S. Treasury securities	$	76,910	$	—	$	76,910
U.S. Government agency and sponsored enterprise residential MBS	—		2,314,754		2,314,754
U.S. Government agency and sponsored enterprise commercial MBS	—		541,536		541,536

Private label residential MBS and CMOs	—		1,167,706		1,167,706
Private label commercial MBS	—		2,440,550		2,440,550
Single family rental real estate-backed securities	—		768,898		768,898
Collateralized loan obligations	—		1,142,404		1,142,404
Non-mortgage asset-backed securities	—		251,839		251,839
State and municipal obligations	—		242,921		242,921
SBA securities	—		241,759		241,759

Marketable equity securities	101,606		—		101,606
Servicing rights	—		7,568		7,568
Derivative assets	—		138,332		138,332
Total assets at fair value	$	178,516	$	9,258,267	$	9,436,783
Derivative liabilities	$	—	$	(49,482)	$	(49,482)
Total liabilities at fair value	$	—	$	(49,482)	$	(49,482)

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

December 31, 2019
Level 1 Level 2 Total
Investment securities available for sale:

U.S. Treasury securities $ 70,325
$ —
$ 70,325
U.S. Government agency and sponsored enterprise residential MBS —
2,022,175
2,022,175
U.S. Government agency and sponsored enterprise commercial MBS —
370,976
370,976
Private label residential MBS and CMOs —
1,012,177
1,012,177
Private label commercial MBS —
1,724,684
1,724,684
Single family rental real estate-backed securities —
470,025
470,025
Collateralized loan obligations —
1,197,366
1,197,366
Non-mortgage asset-backed securities —
194,904
194,904
State and municipal obligations —
273,302
273,302
SBA securities —
362,731
362,731
Marketable equity securities 60,572
—
60,572
Servicing rights —
7,977
7,977
Derivative assets —
43,686
43,686
Total assets at fair value $ 130,897
$ 7,680,003
$ 7,810,900
Derivative liabilities $ —
$ (19,029 ) $ (19,029 )
Total liabilities at fair value $ —
$ (19,029 ) $ (19,029 )


	December 31, 2019

	Level 1		Level 2		Total
Investment securities available for sale:
U.S. Treasury securities	$	70,325	$	—	$	70,325
U.S. Government agency and sponsored enterprise residential MBS	—		2,022,175		2,022,175
U.S. Government agency and sponsored enterprise commercial MBS	—		370,976		370,976

Private label residential MBS and CMOs	—		1,012,177		1,012,177
Private label commercial MBS	—		1,724,684		1,724,684
Single family rental real estate-backed securities	—		470,025		470,025
Collateralized loan obligations	—		1,197,366		1,197,366
Non-mortgage asset-backed securities	—		194,904		194,904
State and municipal obligations	—		273,302		273,302
SBA securities	—		362,731		362,731

Marketable equity securities	60,572		0		60,572
Servicing rights	—		7,977		7,977
Derivative assets	—		43,686		43,686
Total assets at fair value	$	130,897	$	7,680,003	$	7,810,900
Derivative liabilities	$	—	$	(19,029)	$	(19,029)
Total liabilities at fair value	$	—	$	(19,029)	$	(19,029)

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~~Collateral dependent loans, OREO and other repossessed assets—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 when repayment is expected to come from the sale of the collateral. 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 and OREO are typically based on third-party 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 repossessed assets or collateral consisting of other business assets may be based on third-party appraisals or internal analyses that use market approaches to valuation incorporating a combination of observable and unobservable inputs.

Fair value measurements related to collateral dependent impaired loans, OREO and other repossessed assets are generally classified within level 3 of the fair value hierarchy.

Operating lease equipment—Fair values of impaired operating lease equipment are typically based upon discounted

cash flow analyses, considering expected lease rates and estimated end of life residual values, typically obtained from independent appraisals. These fair value measurements are classified within level 3 of the fair value hierarchy.

3938

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~June~~September 30, 2020

The following tables present the carrying value of assets for which non-recurring changes in fair value have been recorded for the periods indicated (in thousands):



	September 30, 2020								Losses from Fair Value Changes
	Level 1		Level 2		Level 3		Total		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
OREO and repossessed assets	$	—	$	0	$	3,803	$	3,803	$	(30)	$	(390)
Collateral dependent loans	$	—	$	0	$	74,661	$	74,661	$	(14,513)	$	(56,737)
Operating lease equipment	$	—	$	—	$	277	$	277	$	0	$	(691)

June 30, 2020 Losses from Fair Value Changes
Level 1 Level 2 Level 3 Total Three Months Ended
June 30, 2020 Six Months Ended June 30, 2020
OREO and repossessed assets $ —
$ —
$ 4,401
$ 4,401
$ (243 ) $ (360 )
Impaired loans $ —
$ —
$ 101,353
$ 101,353
$ (23,545 ) $ (42,221 )
Operating lease equipment $ —
$ —
$ 839
$ 839
$ —
$ (691 )



	September 30, 2019								Losses from Fair Value Changes
	Level 1		Level 2		Level 3		Total		Three Months Ended September 30, 2019		Nine Months Ended September 30, 2019
OREO and repossessed assets	$	—	$	0	$	1,638	$	1,638	$	(2,376)	$	(2,372)
Collateral dependent loans	$	—	$	0	$	21,104	$	21,104	$	(2,351)	$	(2,265)

June 30, 2019 Losses from Fair Value Changes
Level 1 Level 2 Level 3 Total Three Months Ended
June 30, 2019 Six Months Ended
June 30, 2019
OREO and repossessed assets $ —
$ —
$ 1,557
$ 1,557
$ (203 ) $ (221 )
Impaired loans $ —
$ —
$ 15,385
$ 15,385
$ (529 ) $ (279 )

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 at the dates indicated (dollars in thousands):

June 30, 2020 December 31, 2019
Level Carrying Value Fair Value Carrying Value Fair Value
Assets:

Cash and cash equivalents 1 $ 402,231
$ 402,231
$ 214,673
$ 214,673
Investment securities 1/2 $ 8,693,628
$ 8,694,622
$ 7,769,237
$ 7,769,949
Non-marketable equity securities 2 $ 233,051
$ 233,051
$ 253,664
$ 253,664
Loans held for sale 2 $ 2,623
$ 2,802
$ 37,926
$ 39,731
Loans, net 3 $ 23,568,766
$ 24,024,615
$ 23,046,317
$ 23,350,684
Derivative assets 2 $ 145,802
$ 145,802
$ 43,686
$ 43,686
Liabilities:
Demand, savings and money market deposits 2 $ 19,339,621
$ 19,339,621
$ 17,047,344
$ 17,047,344
Time deposits 2 $ 6,730,803
$ 6,762,832
$ 7,347,247
$ 7,377,301
Federal funds purchased 2 $ 100,000
$ 100,000
$ 100,000
$ 100,000
FHLB and PPPLF borrowings 2 $ 4,650,599
$ 4,648,739
$ 4,480,501
$ 4,500,969
Notes and other borrowings 2 $ 722,332
$ 779,966
$ 429,338
$ 473,327
Derivative liabilities 2 $ 52,013
$ 52,013
$ 19,029
$ 19,029


		September 30, 2020				December 31, 2019

	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash and cash equivalents	1	$	369,776	$	369,776	$	214,673	$	214,673
Investment securities	1/2	$	9,300,883	$	9,301,948	$	7,769,237	$	7,769,949
Non-marketable equity securities	2	$	208,614	$	208,614	$	253,664	$	253,664
Loans held for sale	2	$	3,816	$	4,056	$	37,926	$	39,731
Loans, net	3	$	23,505,187	$	24,007,794	$	23,046,317	$	23,350,684
Derivative assets	2	$	138,332	$	138,332	$	43,686	$	43,686
Liabilities:
Demand, savings and money market deposits	2	$	20,709,307	$	20,709,307	$	17,047,344	$	17,047,344
Time deposits	2	$	5,887,903	$	5,905,597	$	7,347,247	$	7,377,301
Federal funds purchased	2	$	180,000	$	180,000	$	100,000	$	100,000
FHLB and PPPLF borrowings	2	$	4,118,460	$	4,124,405	$	4,480,501	$	4,500,969
Notes and other borrowings	2	$	722,592	$	818,868	$	429,338	$	473,327
Derivative liabilities	2	$	49,482	$	49,482	$	19,029	$	19,029

Note 11 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.

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~June 30, 2020~~

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.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

September 30, 2020

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, for many of which additional extensions of credit are subject to borrowing base requirements. 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. 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 ~~June~~September 30, 2020 were as follows (in thousands):

Commitments to fund loans $ 770,860
Commitments to purchase loans 733,451
Unfunded commitments under lines of credit 3,145,104
Commercial and standby letters of credit 88,438
$ 4,737,853


Commitments to fund loans	$	267,339

Unfunded commitments under lines of credit	3,583,714
Commercial and standby letters of credit	91,170
	$	3,942,223

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

The following discussion and analysis is intended to focus on significant matters impacting and changes in the financial condition and results of operations of the Company during the ~~six~~nine months ended ~~June~~September 30, 2020 and should be read in conjunction with the consolidated financial statements and notes hereto included in this Quarterly Report on Form 10-Q and BKU's 2019 Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Annual Report on Form 10-K”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the Company’s current views with respect to, among other things, future events and financial performance. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” "future" and similar expressions identify forward-looking statements. These forward-looking statements are based on the historical performance of the Company or on the Company’s current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by the Company that the future plans, estimates or expectations so contemplated will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to the Company’s operations, financial results, financial condition, business prospects, growth strategy and liquidity, including as impacted by the COVID-19 pandemic. 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 may vary materially from those indicated in these statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, the risk factors described in Part I, Item 1A of the 2019 Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q or Current Report on Form

8-K. The Company does not undertake any obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise.

Impact of the COVID-19 Pandemic and Our Response

In March 2020, the World Health Organization declared COVID-19 as a global pandemic. The initial response to the pandemic by governmental authorities included implementation of numerous measures attempting to contain the spread and impact of COVID-19 such as travel bans and restrictions, quarantines, shelter in place orders, and limitations on business activities, including in major markets in which the Company and its clients are located or do business. While many of these restrictions are beginning to ease and economic activity has started to resume, the COVID-19 pandemic and these necessary precautionary measures have negatively impacted the global economy, disrupted global supply chains, created ~~significant~~ volatility and disruption in financial markets and led to ~~sharp~~ declines in GDP and increases in unemployment levels. Certain sectors to which the Company has credit exposure, such as travel and hospitality and retail, have been particularly impacted by the pandemic.

The response of the U.S. Government to the crisis was swift and broad-based. The government has taken a series of actions to support individuals, households and businesses that have been negatively impacted by the economic disruption caused by the pandemic including enactment of the CARES Act. The Federal Reserve also enacted a suite of facilities using its emergency lending powers designed to support liquidity and the flow of credit. Banking regulators reduced reserve requirements and enacted rules designed to support financial institutions in their efforts to work with customers during this time. The situation continues to evolve, and there remains a high level of uncertainty about the future trajectory of the virus and its impact on the economy.

A summary of the effects the COVID-19 pandemic has had on our Company and of our expectations about how our Company may be impacted in the future follows. These matters are discussed in further detail throughout this Form 10-Q.

Our results of operations and financial condition at and for the three and ~~six~~nine months ended ~~June~~September 30, 2020 were impacted by the COVID-19 pandemic.

~~Deteriorating~~•Deterioration in economic conditions ~~and a worsening forward looking economic forecast~~ led to a higher provision for credit losses and ACL during the ~~six~~nine months ended ~~June~~September 30, 2020. There continues to be significant uncertainty as to the impact of the COVID-19 crisis on future credit loss expense and future levels of the ACL, but they may be more volatile and may change materially from current levels.

•Levels of criticized and classified assets increased at ~~June~~September 30, 2020, largely as a result of the COVID-19 pandemic. Additionally, a significant number of borrowers have requested relief in the form of temporary payment ~~deferrals.~~deferrals or modifications. Beginning late in the first quarter of 2020 and continuing through the ~~second~~third quarter, risk ratings were re-evaluated for a substantial portion of the commercial portfolio, with a particular focus on portfolio segments we identified for enhanced monitoring and loans for which we granted temporary payment deferrals or modifications in light of the COVID-19 pandemic. At ~~June~~September 30, 2020, we had not experienced an increase in non-performing assets as a result of the pandemic. It is difficult to predict when, if, or to what extent levels of ~~non-performing~~non-

performing assets and delinquencies will increase as a result of the pandemic, although they may do so. Similarly, charge-offs may increase. These impacts may manifest in a delayed fashion due to the impact of temporary payment deferrals and modifications and various forms of government assistance that our borrowers may receive.

•The level of commercial loan origination activity, outside of our participation in the PPP, was lower in the second ~~quarter~~and third quarters as a result of the pandemic.

Our share price has been negatively impacted by the COVID-19 crisis. We temporarily suspended our share repurchase program, utilizing our capital to provide support to customers through lending and other services.

We raised $300 million in subordinated debt during the second quarter to strengthen our capital position during this challenging economic environment.

Although we took significant measures to prepare for possible disruptions in liquidity, we have not experienced such disruptions to date and continue to have sufficient levels of available liquidity.

The pandemic has impacted our operations. Currently, the substantial majority of our non-branch employees are working remotely. We did not experience any significant operational difficulties, technology failures or outages, or customer service disruptions in our transition to a remote work environment. ~~76%~~88% of our branches remain open to serve customers via drive-through or lobby appointments, in some cases operating with reduced hours. Generally, branch locations without drive-through facilities are temporarily closed. We have focused on insuring that our technology systems and internal controls continue to operate effectively in a remote work environment. We have put mechanisms in place to allow us to evaluate all significant modifications to processes and procedures to insure continued effectiveness of our controls. We have not identified any instances in which our control environment has failed to operate effectively.

Customer demand for our products and services, particularly lending products, may be impacted by the impact of the pandemic on their businesses or by social distancing measures. Potential borrowers impacted by the pandemic may no longer meet our underwriting criteria. We expect loan production in many portfolio segments to be muted in the near term as a result of the pandemic.

In response to the pandemic, we have prioritized risk management and implemented a number of measures to support our customers and employees. Specifically, we have:

•Activated and continue to operate under our business continuity plan under the leadership of executive management.

•Enhanced liquidity monitoring and management protocols.

•Maintained a regular cadence of Board of Directors update calls.

•Enhanced the level and frequency of pro-active outreach to borrowers and our portfolio management activities.

•Segregated certain segments of the loan portfolio for enhanced monitoring.

•Enhanced our workout and recovery staffing and processes.

•Enhanced our stress testing framework. Results of internal stress testing indicate that we have sufficient capital to withstand an increase in credit losses materially beyond levels currently expected, and to withstand a severe downturn.

•Proactively reached out to our critical third party service providers and evaluated their ability to continue to provide support in the current environment. We have experienced no significant service disruptions.

•Expanded certain employee benefits and launched a number of programs to keep our employees healthy and engaged.

•Enhanced personal protective measures for employees working at our corporate locations and begun planning for the eventual return to office of a larger percentage of our workforce, when conditions permit. We have ~~not yet set~~recently started returning a ~~definite date~~limited number of employees to ~~begin a phased return to office.~~select corporate offices.

•Supported our clients through participating in the Small Business Administration’s PPP, and granting payment deferrals and fee waivers on a case-by-case basis.

•Temporarily halted new residential foreclosure actions.

We remain confident in our long-term underlying strength and stability, and our ability to navigate these challenging conditions.

Overview

Quarterly Highlights

In evaluating our financial performance, we consider the level of and trends in net interest income, the net interest margin, the cost of deposits, levels and composition of non-interest income and non-interest expense, performance ratios such as the return on average equity and return on average assets and asset quality ratios, including the ratio of non-performing loans to total loans, non-performing assets to total assets, trends in criticized and classified assets and portfolio delinquency and charge-off trends. We consider growth in earning assets and deposits, particularly non-interest bearing deposits, 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.

Quarterly highlights include:

•Net income for the three months ended ~~June~~September 30, 2020 was ~~$76.5~~$66.6 million, or ~~$0.80~~$0.70 per diluted share, compared to ~~$81.5~~$76.2 million, or ~~$0.81~~$0.77 per diluted share, for the three months ended ~~June~~September 30, 2019. For the ~~six~~nine months ended ~~June~~September 30, 2020, net income was ~~$45.6~~$112.1 million, or ~~$0.47~~$1.17 per diluted share, compared to ~~$147.4~~$223.6 million, or ~~$1.45~~$2.23 per diluted share, for the ~~six~~nine months ended ~~June~~September 30, 2019. Results for the ~~six~~nine months ended ~~June~~September 30, 2020 were negatively impacted by the application of the CECL accounting methodology, including the expected impact of COVID-19 on the provision for credit losses.

~~PPNR improved~~•Non-interest bearing demand deposits grew by ~~$37.3~~$906 million, or ~~44%~~15%, for the quarter ended September 30, 2020, to ~~$122.3~~26% of total deposits, compared to 23% of total deposits at June 30, 2020 and 18% of total deposits at December 31, 2019. Total deposits increased by $527 million during the quarter ended September 30, 2020, as growth in non-interest bearing deposits was partially offset by continued runoff of higher cost time deposits. Average non-interest bearing demand deposits increased by $874 million for the ~~three months~~quarter ended ~~June~~September 30, 2020 compared to ~~$85.0 million for~~ the immediately preceding ~~three months ended March 31, 2020~~quarter and by ~~$16.2 million,~~$2.2 billion compared to ~~$106.1 million~~the quarter ended September 30, 2019.

•The average cost of total deposits declined by 0.23% to 0.57% for the ~~three months~~quarter ended ~~June~~September 30, ~~2019. For~~2020, its lowest level since the ~~six months~~Company's inception. The cost of total deposits was 0.80% for the quarter ended June 30, 2020 and ~~2019,~~ 1.67% for the quarter ended September 30, 2019. On a spot basis, the average annual percentage yield ("APY") on total deposits declined to 0.49% at September 30, 2020 from 0.65% at June 30, 2020 and 1.42% at December 31, 2019.

•Loans under COVID related deferral continued to decline. We reported at the end of the second quarter that we had granted initial 90-day payment deferrals on loans totaling $3.6 billion or approximately 15% of the total loan portfolio. At September 30, 2020, $1.1 billion, or approximately 5% of total loans were still subject to a short-term COVID related payment deferral or longer term modification under the CARES Act, or were in the process of modification. At October 25, 2020, $983 million, or approximately 4%, of loans remained on deferral or modification.

•Investment securities grew by $607 million for the quarter ended September 30, 2020 while loans and leases, including operating lease equipment, declined by $69 million as liquidity was deployed into investment securities in the current challenging credit environment. We experienced growth in the residential and mortgage warehouse loan portfolio segments, offset by net runoff in other commercial and commercial real estate segments.

•PPNR ~~was $207.3~~continued to improve year-over-year, increasing by $12.9 million ~~and $206.6~~to $115.1 million ~~respectively.~~for the quarter ended September 30, 2020 from $102.2 million for the quarter ended September 30, 2019. For the nine months ended September 30, 2020, PPNR improved to $322.5 million from $308.8 million for the nine months ended September 30, 2019.

•The net interest margin, calculated on a tax-equivalent basis, ~~increased~~was 2.32% for the quarter ended September 30, 2020 compared to 2.39% ~~for the three months ended June 30, 2020 from 2.35%~~ for the immediately preceding quarter. ~~The~~Deployment of liquidity into the securities portfolio contributed to the decline in the net interest margin ~~was 2.52%~~ for the ~~three months ended June 30, 2019.~~quarter. The yield on interest earnings assets declined by ~~0.44%~~0.22% while the cost of interest bearing liabilities declined by ~~0.60%~~0.15% for the ~~three months~~quarter ended ~~June~~September 30, 2020 compared to the ~~three months~~quarter ended ~~March 31,~~June 30, 2020.

The ~~average cost of total deposits declined to 0.80%~~net interest margin was 2.41% for the quarter ended ~~June~~September 30, ~~2020 compared to 1.70% for the quarter ended June 30,~~ 2019. ~~On a spot basis, the APY on total deposits declined to 0.65% at June 30, 2020.~~

•The provision for credit losses totaled ~~$25.4~~$29.2 million for the three months ended ~~June~~September 30, 2020. The provision for credit losses was ~~$150.8~~$180.1 million for the ~~six~~nine months ended ~~June~~September 30, 2020. For the three and ~~six~~nine months ended ~~June~~

September 30, 2019, the Company recorded a provision for ~~(recovery of)~~ loan losses, under the incurred loss model, of ~~$(2.7)~~$1.8 million and ~~$7.5~~$9.4 million, respectively.

Non-interest bearing demand deposits grew by $1.3 billion, or 28%, for the three months ended June 30, 2020, to 23% of total deposits compared to 18% of total deposits at March 31, 2020. Total deposits increased by $1.1 billion during the three months ended June 30, 2020. Growth in non-interest bearing demand deposits for the three months ended June 30, 2020 was positively impacted by proceeds from PPP loans.

•

~~Loans and leases, including operating lease equipment, grew by~~ ~~$656 million~~ for the three months ended June 30, 2020. Loan and lease growth for the three months ended June 30, 2020 included growth of $827 million in PPP loans and $308 million in mortgage warehouse outstandings, partially offset by expected declines in certain other portfolio segments. We funded over 3,500 PPP loans totaling $876 million during the three months ended June 30, 2020.

The net unrealized ~~loss~~gain (loss) on investment securities available for sale ~~improved~~continued to improve during the quarter to a net unrealized gain of $62.0 million at September 30, 2020 compared to net unrealized losses of $2.6 million and $249.8 million at June 30, 2020 ~~from $249.8 million at~~and March 31, 2020, ~~in response to both declines in market rates and tightening spreads.~~respectively.

•Stockholders' equity increased by ~~$238.9~~$110 million during the ~~three months~~quarter ended ~~June~~September 30, 2020 to ~~$2.8~~$2.9 billion. The increase was driven by the recovery of ~~$180.6~~$61 million in accumulated other comprehensive income, related primarily to the reduction in unrealized losses on investment securities available for sale, and by the retention of earnings.

•At ~~June~~September 30, 2020, book value per common share and tangible book value per common share were $31.01 and $30.17, respectively, compared to $29.81 and $28.97, ~~respectively.~~

~~During the three months ended~~respectively at June 30, 2020 ~~the Company completed an underwritten public offering of $300 million aggregate principal amount of its 5.125% subordinated notes, augmenting Tier 2 capital.~~and $31.33 and $30.52, respectively at December 31, 2019.

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 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, the shape of the yield curve, 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, by management's continual assessment of the rate of return and relative risk associated with various classes of earning assets and liquidity considerations. The mix of interest bearing liabilities is influenced by the Company's liquidity profile, management's assessment of the desire for lower cost funding sources weighed against relationships with customers and growth expectations, our ability to attract and retain core deposit relationships, competition for deposits in the Company's markets and the availability and pricing of other sources of funds.

The following tables present, for the periods indicated, 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 for loans and investment securities that are exempt from federal income taxes, at a federal tax rate of 21% (dollars in thousands):

Three Months Ended June 30, Three Months Ended March 31, Three Months Ended June 30,
2020 2020 2019
Average
Balance
Interest ⁽¹⁾⁽²⁾

Yield/
Rate ⁽¹⁾⁽²⁾
Average
Balance
Interest ⁽¹⁾⁽²⁾

Yield/
Rate ⁽¹⁾⁽²⁾
Average
Balance
Interest ⁽¹⁾⁽²⁾

Yield/
Rate ⁽¹⁾⁽²⁾
Assets:
Interest earning assets:

Loans $ 23,534,684
$ 217,691
3.71 % $ 22,850,065
238,108
4.18 % $ 22,505,138
$ 253,766
4.52 %
Investment securities ⁽³⁾
8,325,217
51,684
2.48 % 8,107,649
56,951
2.81 % 8,187,518
73,867
3.61 %
Other interest earning assets 765,848
2,908
1.53 % 646,628
3,720
2.31 % 525,563
5,069
3.87 %
Total interest earning assets 32,625,749
272,283
3.35 % 31,604,342
298,779
3.79 % 31,218,219
332,702
4.27 %
Allowance for credit losses (254,396 ) (138,842 ) (117,206 )
Non-interest earning assets 1,976,398
1,749,752
1,589,286

Total assets $ 34,347,751
$ 33,215,252
$ 32,690,299

Liabilities and Stockholders' Equity:
Interest bearing liabilities:
Interest bearing demand deposits $ 2,448,545
4,722
0.78 % $ 2,173,628
6,959
1.29 % $ 1,773,912
6,225
1.41 %
Savings and money market deposits 10,450,310
17,447
0.67 % 10,412,202
37,756
1.46 % 10,924,580
52,191
1.92 %
Time deposits 7,096,097
28,018
1.59 % 7,510,070
38,107
2.04 % 6,944,862
41,571
2.40 %
Total interest bearing deposits 19,994,952
50,187
1.01 % 20,095,900
82,822
1.66 % 19,643,354
99,987
2.04 %
Short term borrowings 119,835
32
0.11 % 94,066
367
1.57 % 127,242
771
2.42 %
FHLB and PPPLF borrowings 4,961,376
21,054
1.71 % 4,414,830
25,084
2.29 % 5,028,418
30,263
2.41 %
Notes and other borrowings 493,278
6,168
5.00 % 429,099
5,290
4.93 % 405,726
5,325
5.25 %
Total interest bearing liabilities 25,569,441
77,441
1.22 % 25,033,895
113,563
1.82 % 25,204,740
136,346
2.17 %
Non-interest bearing demand deposits 5,313,009
4,368,553
3,932,716

Other non-interest bearing liabilities 820,439
749,100
601,703

Total liabilities 31,702,889
30,151,548
29,739,159

Stockholders' equity 2,644,862
3,063,704
2,951,140

Total liabilities and stockholders' equity $ 34,347,751
$ 33,215,252
$ 32,690,299

Net interest income $ 194,842
$ 185,216
$ 196,356

Interest rate spread 2.13 % 1.97 % 2.10 %
Net interest margin 2.39 % 2.35 % 2.52 %


	Three Months Ended September 30,						Three Months Ended June 30,						Three Months Ended September 30,
	2020						2020						2019
	Average Balance		Interest (1)(2)		Yield/ Rate (1)(2)		Average Balance		Interest (1)(2)		Yield/ Rate (1)(2)		Average Balance		Interest (1)(2)		Yield/ Rate (1)(2)
Assets:
Interest earning assets:
Loans	$	23,447,514	$	212,388	3.61	%	$	23,534,684	$	217,691	3.71	%	$	22,733,875	$	252,896	4.43	%
Investment securities (3)	9,065,478		45,351		2.00	%	8,325,217		51,684		2.48	%	8,295,205		70,427		3.40	%
Other interest earning assets	552,515		1,322		0.95	%	765,848		2,908		1.53	%	573,630		5,219		3.61	%
Total interest earning assets	33,065,507		259,061		3.13	%	32,625,749		272,283		3.35	%	31,602,710		328,542		4.14	%
Allowance for credit losses	(272,464)						(254,396)						(112,784)
Non-interest earning assets	1,897,723						1,976,398						1,652,901
Total assets	$	34,690,766					$	34,347,751					$	33,142,827
Liabilities and Stockholders' Equity:
Interest bearing liabilities:
Interest bearing demand deposits	$	2,800,421	4,127		0.59	%	$	2,448,545	4,722		0.78	%	$	1,872,573	6,705		1.42	%
Savings and money market deposits	10,664,462		15,853		0.59	%	10,450,310		17,447		0.67	%	10,907,317		51,229		1.86	%
Time deposits	6,519,852		17,701		1.08	%	7,096,097		28,018		1.59	%	6,845,643		41,549		2.41	%
Total interest bearing deposits	19,984,735		37,681		0.75	%	19,994,952		50,187		1.01	%	19,625,533		99,483		2.01	%
Short term borrowings	53,587		14		0.10	%	119,835		32		0.11	%	115,209		670		2.31	%
FHLB and PPPLF borrowings	4,117,181		20,146		1.95	%	4,961,376		21,054		1.71	%	5,414,963		32,252		2.36	%
Notes and other borrowings	722,271		9,252		5.12	%	493,278		6,168		5.00	%	403,788		5,307		5.26	%
Total interest bearing liabilities	24,877,774		67,093		1.07	%	25,569,441		77,441		1.22	%	25,559,493		137,712		2.14	%
Non-interest bearing demand deposits	6,186,718						5,313,009						3,963,955
Other non-interest bearing liabilities	803,498						820,439						704,995
Total liabilities	31,867,990						31,702,889						30,228,443
Stockholders' equity	2,822,776						2,644,862						2,914,384
Total liabilities and stockholders' equity	$	34,690,766					$	34,347,751					$	33,142,827
Net interest income			$	191,968					$	194,842					$	190,830
Interest rate spread					2.06	%					2.13	%					2.00	%
Net interest margin					2.32	%					2.39	%					2.41	%

(1)On a tax-equivalent basis where applicable. The tax-equivalent adjustment for tax-exempt loans was $3.7 million, $3.8 million and $4.1 million for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively. The tax-equivalent adjustment for tax-exempt investment securities was $0.7 million, $0.8 million and $1.0 million for the three months ended September 30, 2020, June 30, 2020 and September 30, 2019, respectively.

(2)Annualized.

(3) At fair value except for securities held to maturity.


	Nine Months Ended September 30,
	2020						2019
	Average Balance		Interest (1)(2)		Yield/ Rate (1)(2)		Average Balance		Interest (1)(2)		Yield/ Rate (1)(2)
Assets:
Interest earning assets:
Loans	$	23,278,042	$	668,187	3.83	%	$	22,407,271	$	751,672	4.48	%
Investment securities (3)	8,501,513		153,987		2.42	%	8,333,600		221,901		3.55	%
Other interest earning assets	654,623		7,950		1.62	%	532,062		15,140		3.80	%
Total interest earning assets	32,434,178		830,124		3.42	%	31,272,933		988,713		4.22	%
Allowance for credit losses	(222,085)						(113,694)
Non-interest earning assets	1,874,709						1,615,548
Total assets	$	34,086,802					$	32,774,787
Liabilities and Stockholders' Equity:
Interest bearing liabilities:
Interest bearing demand deposits	$	2,475,388	15,808		0.85	%	$	1,783,611	18,569		1.39	%
Savings and money market deposits	10,509,559		71,056		0.90	%	11,093,290		156,236		1.88	%
Time deposits	7,040,101		83,826		1.59	%	6,898,947		122,086		2.37	%
Total interest bearing deposits	20,025,048		170,690		1.14	%	19,775,848		296,891		2.01	%
Short term borrowings	89,033		412		0.62	%	127,908		2,297		2.39	%
FHLB and PPPLF borrowings	4,496,407		66,284		1.97	%	5,037,299		89,890		2.39	%
Notes and other borrowings	548,851		20,711		5.03	%	403,574		15,908		5.26	%
Total interest bearing liabilities	25,159,339		258,097		1.37	%	25,344,629		404,986		2.14	%
Non-interest bearing demand deposits	5,292,702						3,835,248
Other non-interest bearing liabilities	791,057						654,692
Total liabilities	31,243,098						29,834,569
Stockholders' equity	2,843,704						2,940,218
Total liabilities and stockholders' equity	$	34,086,802					$	32,774,787
Net interest income			$	572,027					$	583,727
Interest rate spread					2.05	%					2.08	%
Net interest margin					2.35	%					2.49	%


~~(1)~~	On a tax-equivalent basis where applicable. The tax-equivalent adjustment for tax-exempt loans was $3.8 million and $4.4 million, and the tax-equivalent adjustment for tax-exempt investment securities was $0.8 million and $1.1 million for the three months ended June 30, 2020 and 2019, respectively.


~~(2)~~	~~Annualized.~~


~~(3)~~	~~At fair value except for securities held to maturity.~~

Six Months Ended June 30,
2020 2019
Average
Balance
Interest ⁽¹⁾⁽²⁾

Yield/
Rate ⁽¹⁾⁽²⁾
Average
Balance
Interest ⁽¹⁾⁽²⁾

Yield/
Rate ⁽¹⁾⁽²⁾
Assets:
Interest earning assets:

Loans $ 23,192,374
$ 455,799
3.94 % $ 22,241,262
$ 498,776
4.51 %
Investment securities ⁽³⁾
8,216,433
108,635
2.64 % 8,353,116
151,474
3.63 %
Other interest earning assets 706,238
6,628
1.89 % 510,933
9,921
3.91 %
Total interest earning assets 32,115,045
571,062
3.57 % 31,105,311
660,171
4.26 %
Allowance for credit losses (196,619 ) (114,157 )
Non-interest earning assets 1,863,074
1,596,565

Total assets $ 33,781,500
$ 32,587,719

Liabilities and Stockholders' Equity:
Interest bearing liabilities:
Interest bearing demand deposits $ 2,311,086
11,681
1.02 % $ 1,738,393
11,864
1.38 %
Savings and money market deposits 10,431,256
55,203
1.06 % 11,187,818
105,008
1.89 %
Time deposits 7,303,083
66,125
1.82 % 6,926,041
80,536
2.34 %
Total interest bearing deposits 20,045,425
133,009
1.33 % 19,852,252
197,408
2.01 %
Short term borrowings 106,951
399
0.75 % 132,282
1,596
2.41 %
FHLB and PPPLF borrowings 4,688,102
46,138
1.98 % 4,845,337
57,637
2.40 %
Notes and other borrowings 461,188
11,458
4.97 % 405,547
10,633
5.24 %
Total interest bearing liabilities 25,301,666
191,004
1.52 % 25,235,418
267,274
2.13 %
Non-interest bearing demand deposits 4,840,781
3,769,828

Other non-interest bearing liabilities 784,770
629,123

Total liabilities 30,927,217
29,634,369

Stockholders' equity 2,854,283
2,953,350

Total liabilities and stockholders' equity $ 33,781,500
$ 32,587,719

Net interest income $ 380,058
$ 392,897

Interest rate spread 2.05 % 2.13 %
Net interest margin 2.37 % 2.53 %


~~(1)~~	On a tax-equivalent basis where applicable. The tax-equivalent adjustment for tax-exempt loans was $7.5 million and $8.8 million, and the tax-equivalent adjustment for tax-exempt investment securities was $1.6 million and $2.3 million for the six months ended June 30, 2020 and 2019, respectively.


~~(2)~~	~~Annualized.~~


~~(3)~~	~~At fair value except for securities held to maturity.~~

(1)On a tax-equivalent basis where applicable. The tax-equivalent adjustment for tax-exempt loans was $11.2 million and $12.9 million, and the tax-equivalent adjustment for tax-exempt investment securities was $2.4 million and $3.3 million for the nine months ended September 30, 2020 and 2019, respectively.

(2)Annualized.

(3) At fair value except for securities held to maturity.

Three months ended ~~June~~September 30, 2020 compared to the immediately preceding three months ended ~~March 31,~~June 30, 2020

Net interest income, calculated on a tax-equivalent basis, was $192.0 million for the three months ended September 30, 2020 compared to $194.8 million for the three months ended June 30, 2020, ~~compared to $185.2 million for the three months ended March 31, 2020, an increase~~a decrease of ~~$9.6~~$2.9 million, comprised of decreases in tax-equivalent interest income and interest expense of ~~$26.5~~$13.2 million and ~~$36.1~~$10.3 million, respectively. ~~The decreases~~Decreases in ~~both tax-equivalent~~ interest income ~~and interest expense~~ resulted from ~~decreases~~declines in market interest rates, partially offset by ~~the impact of~~ increases in average interest ~~earnings assets~~earning assets. Declines in interest expense reflected decreases in market interest rates and to a lesser extent, declines in average interest bearing liabilities.

The net interest margin, calculated on a tax-equivalent basis, was 2.32% for the three months ended September 30, 2020, compared to 2.39% for the three months ended June 30, ~~2020, compared to 2.35% for the three months ended March 31,~~ 2020. The interest rate spread increased to 2.13% for the quarter ended June 30, 2020 from 1.97% for the three months ended March 31, 2020 as declines in the cost of interest bearing liabilities outpaced declinesdecline in the yield on interest earning ~~assets.~~assets outpaced the reduction in cost of interest bearing liabilities for the quarter. The deployment of liquidity into the securities portfolio in a challenging lending environment contributed to the decline in the yield on interest earning assets and in the net interest margin.

Offsetting factors contributing to the ~~increase~~decrease in the net interest margin for the three months ended ~~June~~September 30, 2020 compared to the three months ended ~~March 31,~~June 30, 2020 included:

•The ~~most significant factor leading~~average rate paid on interest bearing deposits decreased to 0.75% for the ~~increase in the net interest margin~~quarter ended September 30, 2020, from 1.01% for the quarter ended June 30, ~~2020 compared to the three months ended March 31, 2020 was the~~2020. This decline ~~in the cost of deposits. The average rate on interest bearing deposits decreased to 1.01% for the three months ended June 30, 2020, from 1.66% for the three months ended March 31, 2020, reflecting~~reflected continued initiatives taken to lower rates paid on deposits ~~following actions by~~in response to declines in general market interest rates and the ~~Fed in the fourth quarter~~re-pricing of ~~2019 and first quarter of 2020.~~term deposits. We expect the cost of interest bearing deposits to continue to decline.

~~For~~•The tax-equivalent yield on investment securities decreased to 2.00% for the ~~three months~~quarter ended September 30, 2020 from 2.48% for the quarter ended June 30, 2020. This decrease resulted from the impact of purchases of lower-yielding securities, prepayments of higher yielding mortgage-backed securities and decreases in coupon interest rates on existing floating rate assets.

•The tax-equivalent yield on loans decreased to 3.61% for the quarter ended September 30, 2020, from 3.71% for the quarter ended June 30, 2020. Factors contributing to this decrease included the decline in benchmark interest rates which impacted the rates earned on both existing floating rate assets and new production, and the runoff of loans originated in a higher rate environment.

•The average rate paid on borrowings increased to 2.40% for the quarter ended September 30, 2020, from 1.97% for the quarter ended June 30, 2020, reflecting the maturity of short-term, lower rate FHLB advances. The issuance of $300 million of 5.125% subordinated notes in June 2020 also contributed to the increase.

•The increase in average non-interest bearing demand deposits as a percentage of average total deposits also positively impacted the cost of total deposits and the net interest margin.

The average rate paid on borrowings declined to 1.97% for the three months ended June 30, 2020, from 2.51% for the three months ended March 31, 2020, reflecting declines in rates on overnight and short-term FHLB advances as well as the impact of PPPLF borrowings priced at rates lower than the average rate paid by the Company on its borrowings.

The tax-equivalent yield on loans decreased to 3.71% for the three months ended June 30, 2020, from 4.18% for the three months ended March 31, 2020. The most significant factor contributing to this decrease was the decline in benchmark interest rates, which impacted the level of prepayments of higher rate loans as well as rates earned on both existing floating rate assets and new production. The addition of lower yielding PPP loans to the balance sheet also contributed to the decline in the yield on loans.

The tax-equivalent yield on investment securities decreased to 2.48% for the three months ended June 30, 2020 from 2.81% for the three months ended March 31, 2020. The most significant factor contributing to this decrease was the impact of decreases in benchmark interest rates on both existing floating rate assets and new securities added to the portfolio.

Three and ~~six~~nine months ended ~~June~~September 30, 2020 compared to the three and ~~six~~nine months ended ~~June~~September 30, 2019

Net interest income, calculated on a tax-equivalent basis, was ~~$194.8~~$192.0 million for the three months ended ~~June~~September 30, 2020 compared to ~~$196.4~~$190.8 million for the three months ended ~~June~~September 30, 2019, ~~a decrease~~an increase of ~~$1.5~~$1.1 million. Net interest income, calculated on a tax-equivalent basis, was ~~$380.1~~$572.0 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$392.9~~$583.7 million for the ~~six~~nine months ended ~~June~~September 30, 2019, a decrease of ~~$12.8~~$11.7 million. The ~~decreases~~changes in net interest income were comprised of decreases in tax-equivalent interest income of ~~$60.4~~$69.5 million and ~~$89.1~~$158.6 million and decreases in interest expense of ~~$58.9~~$70.6 million and ~~$76.3~~$146.9 million for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, compared to the three and ~~six~~nine months ended ~~June~~September 30, 2019.

~~The decreases~~Decreases in ~~tax-equivalent~~tax equivalent interest income for the three and ~~tax-equivalent interest expense~~nine months ended September 30, 2020 compared to the three and nine months ended September 30, 2019 resulted from ~~decreases~~declines in market interest rates, partially offset by ~~the impact of~~ increases in average interest earning ~~assets~~assets. Declines in interest expense for the same periods reflected decreases in market interest rates along with initiatives implemented to reduce deposit costs and grow non-interest bearing deposits, and to a lesser extent, declines in average interest bearing liabilities.

The net interest margin, calculated on a tax-equivalent basis, was ~~2.39%~~2.32% for the three months ended ~~June~~September 30, 2020, compared to ~~2.52%~~2.41% for the three months ended ~~June~~September 30, 2019. The interest rate spread increased to 2.13% for the quarter ended June 30, 2020 from 2.10% for the three months ended June 30, 2019 as declines in the cost of interest bearing liabilities outpaced declines in the yield on interest earning assets.

~~Offsetting factors~~Factors contributing to the ~~decrease~~declines in the net interest margin for the three and ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~comparable periods of the prior year included:~~

~~The average rate on interest bearing deposits decreased to 1.01% and 1.33% for~~ the three and ~~six~~nine months ended ~~June 30, 2020, from 2.04% and 2.01% for the three and six months ended June~~September 30, 2019 ~~reflecting initiatives taken to decrease the rate paid on deposits.~~

~~The average rate on borrowings declined to 1.97% and 2.22%% for the three and six months ended June 30, 2020, from 2.62% and 2.61%% for the three and six months ended June 30, 2019.~~

The tax-equivalent yield on loans decreased to 3.71% and 3.94% for the three and six months ended June 30, 2020, from 4.52% and 4.51% for the three and six months ended June 30, 2019, due primarily to declines in benchmark interest rates.

The tax-equivalent yield on investment securities decreased to 2.48% and 2.64% for the three and six months ended June 30, 2020 from 3.61% and 3.63% for the three and months ended June 30, 2019. The most significant factors

~~contributing to this decrease~~ were ~~decreases in benchmark interest rates impacting new purchases of investments and re-pricing of variable rate securities, and to a lesser extent, increased prepayment speeds.~~largely consistent with those discussed above.

Provision for Credit Losses

The provision for credit losses is a charge to earnings required to maintain the ACL at a level consistent with management’s estimate of expected credit losses on financial assets carried at amortized cost at the balance sheet date. The amount of the provision is impacted by changes in current economic conditions as well as in management's reasonable and supportable economic forecast, loan originations and runoff, changes in portfolio mix, risk rating migration and portfolio seasoning, ~~the level of charge-offs,~~ changes in specific reserves, changes in expected prepayment speeds and other assumptions. The provision for credit losses also includes ~~an amount~~amounts related to off-balance sheet credit ~~exposures.~~ exposures and immaterial components related to accrued interest receivable and AFS debt securities.

The following table presents the components of the provision for credit losses for the periods indicated (in thousands):



	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020
Amount related to funded portion of loans	$	27,646	$	181,095
Amount related to off-balance sheet credit exposures	(93)		(2,700)
Amount related to accrued interest receivable	1,063		1,063
Amount related to AFS debt securities	616		616
Provision for credit losses	$	29,232	$	180,074

The provision for credit losses for the three and nine months ended September 30, 2020 was determined using the CECL methodology and reflected management's estimate of the expected negative economic impact of the COVID-19 pandemic. For the three and nine months ended September 30, 2019, the Company recorded provisions for loan losses, under the incurred loss methodology, of $1.8 million and $9.4 million, respectively.

The evolving COVID-19 situation may lead to increased volatility in the provision for credit losses and if economic conditions or forecasts deteriorate further as a result of COVID-19, the provision for credit losses and the ACL will likely increase.

The determination of the amount of the ACL is complex and involves a high degree of judgment and subjectivity. See “Analysis of the Allowance for Credit Losses” below for more information about how we determine the appropriate level of the ACL.

For the three and six months ended June 30, 2020, the provision for (recovery of) credit losses totaled $25.4 million and $150.8 million, respectively, which included $(6.2) million and $2.6 million, respectively, related to off-balance sheet credit exposures. The provision for credit losses for the three and six months ended June 30, 2020 was determined using the CECL methodology and reflected management's estimate of the expected negative economic impact of the COVID-19 pandemic.

~~For the three and six months ended June 30, 2019, the Company recorded a provision for (recovery of) loan losses, under the incurred loss methodology, of $(2.7) million and $7.5 million, respectively.~~

The evolving COVID-19 situation may lead to increased volatility in the provision for credit losses and if economic forecasts deteriorate further as a result of COVID-19, the provision for credit losses and the ACL will likely increase.

Non-Interest Income

The following table presents a comparison of the categories of non-interest income for the periods indicated (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
Deposit service charges and fees $ 3,701
$ 4,290
$ 7,887
$ 8,120
Gain on sale of loans:
Guaranteed portions of SBA loans 375
848
1,569
2,635
GNMA early buyout loans 3,951
1,273
6,206
2,192
Other —
—
17
230
Gain on sale of loans, net 4,326
2,121
7,792
5,057
Gain on investment securities:
Net realized gains on sale of AFS 5,723
3,915
7,253
8,232
Net unrealized gains (losses) on marketable equity securities 1,113
201
(3,870 ) 1,669
Gain on investment securities, net 6,836
4,116
3,383
9,901
Lease financing 16,150
17,005
31,631
34,191
Other non-interest income 7,338
7,805
10,956
14,323
Non-interest income $ 38,351
$ 35,337
$ 61,649
$ 71,592

~~Deposit service charges for the quarter ended June 30, 2020 were impacted by fee waivers related to COVID-19 and to lower levels of activity, also related to COVID-19.~~


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Deposit service charges and fees	$	4,040	$	4,269	$	11,927	$	12,389
Gain on sale of loans:
Guaranteed portions of SBA loans	191		1,450		1,760		4,084
GNMA early buyout loans	2,762		1,264		8,969		3,456
Other	—		2,449		16		2,680
Gain on sale of loans, net	2,953		5,163		10,745		10,220
Gain on investment securities:
Net realized gains on sale of securities AFS	2,263		3,425		9,516		11,657
Net unrealized gains on marketable equity securities	4,918		410		1,048		2,079
Gain on investment securities, net	7,181		3,835		10,564		13,736
Lease financing	13,934		18,583		45,565		52,774
Other non-interest income	8,184		6,006		19,140		20,329
Non-interest income	$	36,292	$	37,856	$	97,941	$	109,448

The increase in gain on sale of GNMA early buyout loans for the three and ~~six~~nine months ended ~~June~~September 30, 2020 compared to the comparable periods of 2019 resulted from an increase in the volume of activity.

The decrease in gains on guaranteed portions of SBA loans ~~period over period~~for the three and nine months ended September 30, 2020 compared to the comparable periods of 2019 is a result of declining origination volume of SBA loans, impacted by our focus on PPP lending during the second quarter of 2020.

The ~~net unrealized loss~~gain on ~~marketable equity securities for the six months ended June 30, 2020~~sale of other loans in 2019 was primarily ~~due to a $5.0 million unrealized loss recorded during the first quarter, resulting from the impact on markets of the COVID-19 crisis; this improved~~related to a gain on sale of ~~$1.1 million for the quarter ended June 30, 2020.~~

Pinnacle loans totaling $2.4 million.

The decrease in income from lease financing for the three and ~~six~~nine months ended ~~June~~September 30, 2020 compared to the three and ~~six~~nine months ended ~~June~~September 30, 2019 is primarily attributed to the increase in operating lease equipment off-lease.

Non-Interest Expense

The following table presents the components of non-interest expense for the periods indicated (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
	2020			2019			2020			2019				2020		2019		2020		2019
Employee compensation and benefits	$	48,877		$	57,251		$	107,764		$	122,484		Employee compensation and benefits	$	48,448	$	57,102	$	156,212	$	179,586
Occupancy and equipment	11,901			13,991			24,270			27,157			Occupancy and equipment	12,170		14,673		36,440		42,477
Deposit insurance expense	4,806			5,027			9,209			9,068			Deposit insurance expense	5,886		3,781		15,095		12,849
Professional fees	3,131			6,937			6,335			14,808			Professional fees	2,436		2,923		8,771		17,731
Technology and telecommunications	14,025			12,013			26,621			23,181			Technology and telecommunications	15,435		10,994		42,056		34,175
Depreciation of operating lease equipment	12,219			11,489			24,822			23,301			Depreciation of operating lease equipment	12,315		11,582		37,137		34,883
Loss on debt extinguishment													Loss on debt extinguishment	—		3,796		—		3,796
Other non-interest expense	11,411			13,377			26,217			26,776			Other non-interest expense	11,937		16,455		38,154		42,584
Total non-interest expense	$	106,370		$	120,085		$	225,238		$	246,775		Total non-interest expense	$	108,627	$	121,306	$	333,865	$	368,081
Less:													Less:
Depreciation of operating lease equipment	(12,219		)	(11,489		)	(24,822		)	(23,301		)	Depreciation of operating lease equipment	$	(12,315)	$	(11,582)	$	(37,137)	$	(34,883)
Loss on debt extinguishment							—			—			Loss on debt extinguishment	—		(3,796)		—		(3,796)
Costs incurred directly related to implementation of BankUnited 2.0	(255		)	(6,217		)	(334		)	(12,109		)	Costs incurred directly related to implementation of BankUnited 2.0	—		(1,985)		(334)		(14,493)
COVID-19 expenses	(1,519		)	—			(1,519		)	—			COVID-19 expenses	(531)		—		(2,050)		—
Recurring operating expenses ⁽¹⁾	$	92,377		$	102,379		$	198,563		$	211,365		Recurring operating expenses (1)	$	95,781	$	103,943	$	294,344	$	314,909

(1)Recurring operating expenses is a non-GAAP measure. See section entitled "Non-GAAP Financial Measures" below for reconciliation of non-GAAP financial measurements to their comparable GAAP financial measurements.


~~(1)~~	Recurring operating expenses is a non-GAAP measure. See section entitled "Non-GAAP Financial Measures" below for reconciliation of non-GAAP financial measurements to their comparable GAAP financial measurements.

Employee compensation and benefits

Employee compensation and benefits declined by ~~$8.4~~$8.7 million and ~~$14.7~~$23.4 million for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively as compared to the ~~three and six months ended June 30,~~comparable periods of 2019, primarily due to a reduction in headcount related to our BankUnited 2.0 initiative. Lower variable compensation costs and the impact of a declining stock price on liability-classified awards also contributed to reduced expense levels.

Occupancy and equipment

Occupancy and equipment decreased by $2.5 million and $6.0 million for the three and nine months ended September 30, 2020, respectively compared to the comparable periods of 2019. The decreases were a result of cost reductions stemming from our BankUnited 2.0 initiative.

Professional fees

Professional fees decreased by ~~$3.8~~$0.5 million and ~~$8.5~~$9.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively as compared to the three and ~~six~~nine months ended ~~June~~September 30, 2019. The decrease was primarily due to the consulting services in 2019 related to our BankUnited 2.0 initiative.

Technology and telecommunications

Technology and telecommunications increased by $4.4 million and $7.9 million for the three and nine months ended September 30, 2020, respectively as compared to the three and nine months ended September 30, 2019. This increase is reflective of investments in digital and data analytics capabilities and in the infrastructure to support cloud migration as well as some costs directly related to the COVID-19 pandemic.

Other non-interest expense

The most significant components of other non-interest expense are advertising, promotion and business development, costs related to lending activities, loan servicing and deposit generation, insurance, expenses related to workouts and foreclosures, regulatory examination assessments, travel and general office expense. Decreases are related to our BankUnited 2.0 initiative, and in some cases, reduced levels of activity stemming from the COVID pandemic.

~~For both the quarter and six months ended June 30, 2020, non-interest expense included approximately $1.5 million~~

Expenses related directly to COVID-19 for the ~~most significant of which include~~three and nine months ended September 30, 2020 included technology and consulting costs related to our participation in the PPP, laptops and other equipment to facilitate employees working remotely, ~~and~~ costs related to cleaning, sanitizing and personal protective ~~equipment.~~equipment and other facilities expenses related to preparation for an eventual return of more employees to our offices.

Income Taxes

Analysis of Financial Condition

Average interest-earning assets increased ~~$1.0~~$1.2 billion to ~~$32.1~~$32.4 billion for the ~~six~~nine months ended ~~June~~September 30, 2020 from ~~$31.1~~$31.3 billion for the ~~six~~nine months ended ~~June~~September 30, 2019. This increase was driven by a ~~$951~~$871 million increase in the average balance of outstanding loans, ~~offset by a $137 million decrease~~related in ~~the average balance of investment securities.~~

part to PPP loans originated in 2020. Average interest bearing liabilities ~~was consistent~~declined by $185.3 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the ~~six~~nine months ended ~~June~~September 30, ~~2019. Average~~2019 while average non-interest bearing deposits increased by ~~$1.1~~$1.5 billion to ~~$4.8~~$5.3 billion for the ~~six~~nine months ended ~~June~~September 30, 2020.

Total deposits increased by $2.2 billion at September 30, 2020 compared to December 31, 2019, while investment securities increased by $1.5 billion and total loans increased by $624 million. Investment securities represented 27% of total assets at September 30, 2020 compared to 24% of total assets at December 31, 2019. This is reflective of the deployment of liquidity into the securities portfolio in the challenging lending environment predicated by the COVID-19 pandemic.

Investment Securities

The following table shows the amortized cost and carrying value, which, with the exception of investment securities held to maturity, is fair value, of investment securities at the dates ~~indicated~~indicated. During the three months ended September 30, 2020, an ACL of $0.6 million was recorded for one private label commercial MBS security and is deducted from the amortized cost in the table below (in thousands):



	September 30, 2020				December 31, 2019
	Amortized Cost		Carrying Value(1)		Amortized Cost		Carrying Value(1)
U.S. Treasury securities	$	75,196	$	76,910	$	70,243	$	70,325
U.S. Government agency and sponsored enterprise residential MBS	2,301,188		2,314,754		2,018,853		2,022,175
U.S. Government agency and sponsored enterprise commercial MBS	532,540		541,536		366,787		370,976

Private label residential MBS and CMOs	1,150,571		1,167,706		1,001,337		1,012,177
Private label commercial MBS(2)	2,442,409		2,440,550		1,719,228		1,724,684
Single family rental real estate-backed securities	755,153		768,898		467,459		470,025
Collateralized loan obligations	1,158,414		1,142,404		1,204,905		1,197,366
Non-mortgage asset-backed securities	245,180		251,839		194,171		194,904
State and municipal obligations	222,959		242,921		257,528		273,302
SBA securities	243,692		241,759		359,808		362,731

Investment securities held to maturity	10,000		10,000		10,000		10,000
	$	9,137,302	9,199,277		$	7,670,319	7,708,665
Marketable equity securities			101,606				60,572
			$	9,300,883			$	7,769,237

June 30, 2020 December 31, 2019

Amortized
Cost
Carrying Value
Amortized
Cost
Carrying Value
U.S. Treasury securities $ 75,217
$ 77,180
$ 70,243
$ 70,325
U.S. Government agency and sponsored enterprise residential MBS 2,371,729
2,379,840
2,018,853
2,022,175
U.S. Government agency and sponsored enterprise commercial MBS 455,344
464,277
366,787
370,976
Private label residential MBS and CMOs 1,101,390
1,116,086
1,001,337
1,012,177
Private label commercial MBS 2,075,683
2,043,620
1,719,228
1,724,684
Single family rental real estate-backed securities 608,019
618,207
467,459
470,025
Collateralized loan obligations 1,166,929
1,128,753
1,204,905
1,197,366
Non-mortgage asset-backed securities 255,854
261,531
194,171
194,904
State and municipal obligations 239,502
259,495
257,528
273,302
SBA securities 247,914
245,942
359,808
362,731
Investment securities held to maturity 10,000
10,000
10,000
10,000
$ 8,607,581
8,604,931
$ 7,670,319
7,708,665
Marketable equity securities 88,697
60,572
$ 8,693,628
$ 7,769,237

(1)At fair value except for securities held to maturity.

(2)Amortized cost is net of ACL totaling $0.6 millionat September 30, 2020.

Our investment strategy has focused on insuring adequate liquidity, maintaining a suitable balance of high credit quality, diverse assets, 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, GNMA securities, SBA securities and U.S. Government Agency MBS. Investment grade municipal

securities provide liquidity and attractive tax-equivalent yields. We have also invested in highly rated structured products, including private-label commercial and residential MBS, collateralized loan obligations, single family rental real estate-backed securities and non-mortgage asset-backed securities that, while somewhat less liquid, provide us with attractive yields. Relatively short effective portfolio duration helps mitigate interest rate risk. Based on the Company’s assumptions, the estimated weighted average life of the investment portfolio as of ~~June~~September 30, 2020 was ~~4.4~~4.9 years. The effective duration of the investment portfolio as of ~~June~~September 30, 2020 was ~~1.3~~1.7 years . The model results are based on assumptions that may differ from actual results.

The investment securities available for sale portfolio was in a net unrealized ~~loss~~gain position of ~~$2.6~~$62.0 million at ~~June~~September 30, 2020, having recovered substantially from a net unrealized loss position of $2.6 million and $249.8 million at ~~the prior quarter end.~~June 30, 2020 and March 31, 2020, respectively. Net unrealized ~~losses~~gains included ~~$98.4~~$117 million of gross unrealized gains and ~~$101.1~~$55 million of gross unrealized losses. Investment securities available for sale in an unrealized loss position at ~~June~~September 30, 2020 had an aggregate fair value of ~~$4.3~~$3.6 billion. The majority of the unrealized losses at ~~June~~September 30, 2020 related to the private label CMBS and CLO portfolio segments, which were in net unrealized loss positions of $32.1 million and $38.2 million, respectively. Comparatively, at March 31, 2020 the private label CMBS and CLO portfolios were in net unrealized loss positions of $123.8 million and $74.7 million, respectively. Unrealized losses at June 30, 2020 were primarily attributable to widening spreads, resulting in large part from market response to, and dislocation in the wake of, the COVID-19 pandemic.segments. The ratings distribution of our AFS securities portfolio at ~~June~~September 30, 2020 is depicted in the chart below:

We evaluate the credit quality of individual securities in the portfolio quarterly to determine whether we expect to recover the amortized cost basis of the investments in unrealized loss positions. 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:

~~whether~~•Whether we intend to sell the security prior to recovery of its amortized cost basis;

~~whether~~•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 extent to which fair value is less than amortized cost;

•Adverse conditions specifically related to the security, an industry or geographic area;

•Changes in the financial condition of the issuer or underlying loan obligors;

•The payment structure and remaining payment terms of the security, including levels of subordination or over-collateralization;

•Failure of the issuer to make scheduled payments;

•Changes in credit ratings;

•Relevant market data;

•Estimated prepayments, defaults, and the value and performance of underlying collateral at the individual security level.

An ACL of $0.6 million was recorded related to one private label CMBS security during the three months ended September 30, 2020. This security is not projected to sustain credit losses and management does not intend to sell the security at the balance sheet date. However, due to negative underlying collateral performance trends the security is being closely monitored and management may determine not to hold the security until full recovery of its amortized cost basis. No securities were determined to be ~~credit loss impaired during the six months ended June 30, 2020 or~~ other than temporarily impaired during the ~~six~~nine months ended ~~June~~September 30, 2019. We do not intend to sell securities in significant unrealized loss

positions at ~~June~~September 30, 2020. 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, which may be at maturity.

The timely payment of principal and interest on securities issued by the U.S. government, U.S. government agencies and U.S. government sponsored enterprises is explicitly or implicitly guaranteed by the U.S. Government. As such, there is an assumption of zero credit loss and the Company expects to recover the entire amortized cost basis of these securities.

None of our ~~impaired~~ private label securities in unrealized loss positions had missed principal or interest payments or had been downgraded by a NRSRO at ~~June~~September 30, 2020. The Company performed an analysis comparing the present value of cash flows expected to be collected to the amortized cost basis of impaired securities. This analysis was based on a scenario that we believe to be generally more severe than our reasonable and supportable economic forecast at ~~June~~September 30, 2020, and incorporated assumptions about voluntary prepayment rates, collateral defaults, delinquencies, severity and other relevant factors. Our analysis also considered the structural characteristics of each security and the level of credit enhancement provided by that structure. Based on the results of this analysis, ~~we expect to recover the entire amortized cost basis~~none of the ~~impaired~~ private label AFS ~~securities.~~securities in unrealized loss positions were projected to sustain credit losses at September 30, 2020. Further information about the portfolio segments evidencing the largest unrealized losses at ~~June~~September 30, 2020, the CMBS and CLO portfolio segments, follows.

For private label CMBS, our analysis of cash flows expected to be collected incorporated assumptions about collateral default rates, voluntary prepayment rates, loss severity, delinquencies and recovery lag. In developing those assumptions, we took into account collateral quality and type, loan size, loan purpose and other qualitative factors. We also regularly monitor collateral watchlists, bankruptcy data, special servicing trends, delinquency and other economic data which would indicate further stress in the sector.

For CLOs, our analysis of cash flows expected to be collected incorporated assumptions about collateral default rates, loss severity, and delinquencies, calibrated to take into account idiosyncratic risks associated with the underlying collateral. In developing those assumptions, we took into account each sector’s performance pre, during and post the 2008 financial crisis. We regularly engage with bond managers to monitor trends in underlying collateral including potential downgrades and subsequent cash flow diversions, liquidity, ratings migration, and any other relevant developments.

The following table presents the distribution of ~~the~~ third-party ratings and subordination levels compared to average stress scenario losses based on our credit loss impairment analysis of the CMBS and CLOs at ~~June~~September 30, 2020:


				Subordination						Weighted Average Stress Scenario Loss
	Rating	Percent of Total		Minimum		Maximum		Average
Private label CMBS	AAA	89.0	%	29.4	%	95.1	%	41.3	%	12.0	%
	AA	7.3	%	28.3	%	45.2	%	35.0	%	11.4	%
	A	3.7	%	21.5	%	79.8	%	37.1	%	11.7	%
Weighted average		100.0	%	29.0	%	90.9	%	40.7	%	12.0	%

CLOs	AAA	83.7	%	36.0	%	48.5	%	43.1	%	20.2	%
	AA	12.8	%	27.7	%	40.8	%	32.8	%	21.6	%
	A	3.5	%	24.9	%	30.0	%	26.9	%	24.9	%
Weighted average		100.0	%	34.6	%	46.9	%	41.2	%	20.5	%

Subordination Weighted Average Stress Scenario Loss
Rating Percent of Total Minimum Maximum Average
Private label CMBS AAA 83.0 % 29.4 % 54.5 % 43.1 % 12.8 %
AA 12.0 % 31.1 % 81.8 % 37.2 % 11.4 %
A 5.0 % 21.5 % 68.7 % 28.8 % 11.9 %
Weighted average 100.0 % 29.2 % 58.5 % 41.6 % 12.6 %

CLOs AAA 84.0 % 36.1 % 48.2 % 43.0 % 20.7 %
AA 13.0 % 26.9 % 40.4 % 32.4 % 22.0 %
A 3.0 % 24.9 % 29.5 % 26.7 % 25.0 %
Weighted average 100.0 % 34.5 % 46.6 % 41.1 % 21.0 %

For further discussion of our analysis of impaired investment securities AFS for credit loss impairment see Note 3 to the consolidated financial statements.

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 additional independent valuation sources. 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 also have a quarterly price validation process to assess the propriety of the pricing methodologies utilized by our primary pricing services by independently verifying the prices of 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. 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 source to price the security in question. Pricing issues identified through this evaluation are addressed with the applicable pricing service and methodologies or inputs are revised as determined necessary. 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 marketable equity securities are classified within level 1 of the hierarchy. We continue to monitor the impact of the COVID-19 pandemic on markets, and on our ability to price securities in our portfolio. While, particularly at the onset of the pandemic, we observed increased volatility and dislocation, we believe the fiscal and monetary response to the crisis has been effective in supporting liquidity and stabilizing markets. To date, circumstances have not led to a change in the categorization of our fair value estimates within the fair value hierarchy.

For additional discussion of the fair values of investment securities, see Note 10 to the consolidated financial statements.

The following table shows the scheduled maturities, carrying values and prospective yields for investment securities available for sale as of ~~June~~September 30, 2020, as well as the carrying value and yield of marketable equity securities. Scheduled maturities have been adjusted for anticipated prepayments when applicable. Yields on tax-exempt securities have been calculated on a tax-equivalent basis, based on a federal income tax rate of 21% (dollars in thousands):


	Within One Year				After One Year Through Five Years				After Five Years Through Ten Years				After Ten Years				Total					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			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	$	77,180	1.71	%	$	—	—	%	$	—	—	%	$	—	—	%	$	77,180	1.71	%	U.S. Treasury securities	$	76,910	1.71	%	$	—	—	%	$	—	—	%	$	—	—	%	$	76,910	1.71	%
U.S. Government agency and sponsored enterprise residential MBS	229,123		1.11	%	1,051,085		0.99	%	865,614		0.96	%	234,018		0.89	%	2,379,840		0.98	%	U.S. Government agency and sponsored enterprise residential MBS	221,258		1.01	%	1,019,052		0.90	%	829,496		0.85	%	244,948		0.79	%	2,314,754		0.88	%
U.S. Government agency and sponsored enterprise commercial MBS	3,433		1.88	%	49,877		2.08	%	258,846		1.06	%	152,121		1.48	%	464,277		1.31	%	U.S. Government agency and sponsored enterprise commercial MBS	3,885		1.76	%	52,680		2.00	%	344,771		1.02	%	140,200		1.44	%	541,536		1.23	%

Private label residential MBS and CMOs	379,488		3.27	%	579,159		3.07	%	127,964		2.88	%	29,475		2.50	%	1,116,086		3.10	%	Private label residential MBS and CMOs	397,564		3.11	%	591,926		2.78	%	137,923		2.58	%	40,293		2.40	%	1,167,706		2.86	%
Private label commercial MBS	75,949		3.37	%	1,587,327		2.03	%	350,148		2.34	%	30,196		3.03	%	2,043,620		2.15	%	Private label commercial MBS	111,847		2.77	%	1,772,951		1.99	%	526,400		2.15	%	29,352		2.98	%	2,440,550		2.07	%
Single family rental real estate-backed securities	3,788		2.96	%	297,246		3.10	%	317,173		1.51	%	—		—	%	618,207		2.27	%	Single family rental real estate-backed securities	5,099		2.51	%	541,396		2.30	%	222,403		1.82	%	—		—	%	768,898		2.16	%
Collateralized loan obligations	55,507		1.76	%	962,673		1.96	%	110,573		2.47	%	—		—	%	1,128,753		2.00	%	Collateralized loan obligations	50,353		1.48	%	1,029,713		1.84	%	62,338		2.29	%	—		—	%	1,142,404		1.85	%
Non-mortgage asset-backed securities	32,763		2.89	%	158,375		2.65	%	68,737		2.27	%	1,656		2.63	%	261,531		2.58	%	Non-mortgage asset-backed securities	38,524		2.84	%	164,699		2.56	%	47,452		2.25	%	1,164		2.59	%	251,839		2.55	%
State and municipal obligations	7,219		2.53	%	20,647		3.77	%	180,309		3.99	%	51,320		4.08	%	259,495		3.95	%	State and municipal obligations	8,441		2.53	%	20,600		3.77	%	162,617		3.99	%	51,263		4.08	%	242,921		3.95	%
SBA securities	50,520		1.28	%	124,110		1.23	%	52,757		1.15	%	18,555		1.06	%	245,942		1.21	%	SBA securities	48,972		1.30	%	121,694		1.26	%	52,496		1.19	%	18,597		1.09	%	241,759		1.24	%
	$	914,970	2.37	%	$	4,830,499	1.99	%	$	2,332,121	1.69	%	$	517,341	1.60	%	8,594,931		1.92	%
																						$	962,853	2.27	%	$	5,314,711	1.87	%	$	2,385,896	1.62	%	$	525,817	1.53	%	9,189,277		1.83	%
Marketable equity securities with no scheduled maturity																	88,697		7.13	%	Marketable equity securities with no scheduled maturity																	101,606		6.30	%
Total investment securities available for sale and marketable equity securities																	$	8,683,628	1.98	%	Total investment securities available for sale and marketable equity securities																	$	9,290,883	1.88	%

Loans Held for Sale

Loans held for sale at ~~June~~September 30, 2020 included $3$4 million of the guaranteed portion of SBA loans held for sale in the secondary market. At December 31, 2019, loans held for sale included $28.6 million of the SBA loans held for sale and $9.3 million of other commercial loans transferred to held for sale. SBA loans are generally sold with servicing retained. ~~Because of~~Due to our focus on PPP lending in the second quarter, the origination volume of traditional SBA loans declined.

Loans

The loan portfolio comprises the Company’s primary interest-earning asset. The following tables show the composition of the loan portfolio at the dates indicated (dollars in thousands):


												September 30, 2020				December 31, 2019
	June 30, 2020					December 31, 2019
	Total			Percent of Total		Total			Percent of Total			Total		Percent of Total		Total		Percent of Total
Residential and other consumer loans	$	5,577,807		23.5	%	$	5,661,119		24.5	%	Residential and other consumer loans	$	5,940,900	25.1	%	$	5,661,119	24.5	%
Multi-family	1,893,753			7.9	%	2,217,705			9.6	%	Multi-family	1,810,126		7.6	%	2,217,705		9.6	%
Non-owner occupied commercial real estate	4,940,531			20.7	%	5,030,904			21.7	%	Non-owner occupied commercial real estate	4,910,835		20.7	%	5,030,904		21.7	%
Construction and land	246,609			1.0	%	243,925			1.1	%	Construction and land	263,381		1.1	%	243,925		1.1	%
Owner occupied commercial real estate	2,041,346			8.6	%	2,062,808			8.9	%	Owner occupied commercial real estate	2,051,577		8.6	%	2,062,808		8.9	%
Commercial and industrial	4,691,326			19.7	%	4,655,349			20.1	%	Commercial and industrial	4,427,351		18.6	%	4,655,349		20.1	%
PPP	827,359			3.5	%	—			—	%	PPP	829,798		3.5	%	—		—	%
Pinnacle	1,242,506			5.1	%	1,202,430			5.2	%	Pinnacle	1,157,706		4.8	%	1,202,430		5.2	%
Bridge - franchise finance	623,139			2.6	%	627,482			2.6	%	Bridge - franchise finance	606,222		2.5	%	627,482		2.6	%
Bridge - equipment finance	589,785			2.5	%	684,794			3.0	%	Bridge - equipment finance	530,516		2.2	%	684,794		3.0	%
Mortgage warehouse lending	1,160,728			4.9	%	768,472			3.3	%	Mortgage warehouse lending	1,250,903		5.3	%	768,472		3.3	%
Total loans	23,834,889			100.0	%	23,154,988			100.0	%	Total loans	23,779,315		100.0	%	23,154,988		100.0	%
Allowance for credit losses	(266,123		)			(108,671		)			Allowance for credit losses	(274,128)				(108,671)
Loans, net	$	23,568,766				$	23,046,317				Loans, net	$	23,505,187			$	23,046,317

For the ~~six~~nine months ended ~~June~~September 30, 2020, total loans grew by ~~$680 million,~~$624 million. This increase was primarily driven by ~~$827~~$830 million in PPP loans and a ~~$392~~$482 million increase in mortgage warehouse outstandings, due to growth in commitments and increased ~~utilization.~~utilization, offset by net runoff in other commercial and commercial real estate segments. The decline in multi-family balances was driven primarily by continued runoff of the New York portfolio. Residential ~~activity for the six months ended June 30, 2020 included purchases~~and other consumer loans grew by $280 million due to growth of ~~approximately $529~~$392 million in GNMA early buyout ~~loans, offset by approximately $400 million in re-poolings and paydowns.~~loans. The residential portfolio excluding GNMA early buyout loans experienced a net decline of approximately ~~$212~~$112 million driven by higher prepayment speeds in the current rate environment.

Residential mortgages and other consumer loans

The following table shows the composition of residential and other consumer loans at the dates indicated (in thousands):


						September 30, 2020		December 31, 2019
	June 30, 2020		December 31, 2019
1-4 single family residential	$	4,743,866	$	4,953,936	1-4 single family residential	$	4,845,156	$	4,953,936
Government insured residential	826,238		698,644		Government insured residential	1,089,055		698,644
Other consumer loans	7,703		8,539		Other consumer loans	6,689		8,539
	$	5,577,807	$	5,661,119		$	5,940,900	$	5,661,119

The 1-4 single family residential loan portfolio, excluding government insured residential loans, is primarily comprised of loans purchased through established correspondent channels. 1-4 single family residential mortgage loans are primarily closed-end, first lien jumbo mortgages for the purchase or re-finance of owner occupied property. The loans have terms ranging from 10 to 30 years, with either fixed or adjustable interest rates. At ~~June~~September 30, 2020, ~~$507~~$555 million or ~~11%~~12% were secured by investor-owned properties.

The Company acquires non-performing FHA and VA insured mortgages from third party servicers who have exercised their right to purchase these loans out of GNMA securitizations (collectively, "government insured pool buyout loans" or "buyout loans"). Buyout loans that re-perform, either through modification or self-cure, may be eligible for re-securitization. The Company and the servicer share in the economics of the sale of these loans into new securitizations. The balance of buyout loans totaled ~~$805 million~~$1.1 billion at ~~June~~September 30, 2020. The Company is not the servicer of these loans.

The following charts present the distribution of the 1-4 single family residential mortgage portfolio at the dates indicated:

The following table presents the five states with the largest geographic concentrations of 1-4 single family residential loans, excluding government insured residential loans, at the dates indicated (dollars in thousands):


	June 30, 2020				December 31, 2019					September 30, 2020				December 31, 2019
	Total		Percent of Total		Total		Percent of Total			Total		Percent of Total		Total		Percent of Total
California	$	1,333,404	28.1	%	$	1,280,243	25.8	%	California	$	1,535,342	31.7	%	$	1,280,243	25.8	%
New York	1,072,564		22.6	%	1,057,926		21.4	%	New York	1,051,647		21.7	%	1,057,926		21.4	%
Florida	548,488		11.6	%	597,359		12.1	%	Florida	519,004		10.7	%	597,359		12.1	%
Virginia	175,221		3.7	%	189,869		3.8	%	Virginia	179,105		3.7	%	189,869		3.8	%
New Jersey	172,483		3.6	%	189,018		3.8	%	New Jersey	164,618		3.4	%	189,018		3.8	%
Others	1,441,706		30.4	%	1,639,521		33.1	%	Others	1,395,440		28.8	%	1,639,521		33.1	%
	$	4,743,866	100.0	%	$	4,953,936	100.0	%		$	4,845,156	100.0	%	$	4,953,936	100.0	%

Commercial loans and leases

Commercial loans include commercial and industrial loans and leases, loans secured by owner-occupied commercial real-estate, multi-family properties and other income-producing non-owner occupied commercial real estate, a limited amount of construction and land loans, SBA loans, mortgage warehouse lines of credit, PPP loans, municipal loans and leases originated by Pinnacle and franchise and equipment finance loans and leases originated by Bridge.

The following charts present the distribution of the commercial loan portfolio at the dates indicated (dollars in millions):

Commercial real estate loans include term loans secured by non-owner occupied income producing properties including rental apartments, mixed-use properties, industrial properties, retail shopping centers, free-standing single-tenant buildings, office buildings, warehouse facilities, hotels, real estate secured lines of credit, as well as credit facilities to institutional real estate entities such as REITs and commercial real estate investment funds.

The following table presents the distribution of commercial real estate loans by property type along with weighted average DSCRs and LTVs at ~~June~~September 30, 2020 (dollars in thousands).:


	Amortized Cost		Percent of Total		Weighted Average DSCR	Weighted Average LTV			Amortized Cost		Percent of Total		FL		NY		Other		Weighted Average DSCR	Weighted Average LTV
Office	$	2,079,560	29.3	%	2.17	59.0	%	Office	$	2,088,796	29.9	%	59	%	26	%	15	%	2.13	59.0	%
Multifamily	2,010,289		28.4	%	1.77	56.0	%	Multifamily	1,937,079		27.7	%	28	%	65	%	7	%	1.72	56.0	%
Retail	1,437,681		20.3	%	1.61	59.3	%	Retail	1,421,782		20.4	%	51	%	40	%	9	%	1.54	59.7	%
Warehouse/Industrial	783,387		11.1	%	2.52	55.5	%	Warehouse/Industrial	770,229		11.0	%	69	%	18	%	13	%	2.50	55.4	%
Hotel	620,673		8.8	%	1.59	57.1	%	Hotel	619,012		8.9	%	75	%	16	%	9	%	1.35	57.6	%
Other	149,303		2.1	%	1.66	48.9	%	Other	147,444		2.1	%	82	%	11	%	7	%	1.78	54.2	%
	$	7,080,893	100.0	%	1.92	57.4	%		$	6,984,342	100.0	%	52	%	38	%	10	%	1.86	57.7	%

DSCRs and LTVs in the table above are based on the most recent information available, which may not be fully reflective of the ultimate impact of the COVID-19 pandemic on borrowers' financial condition or property values.

The Company’s commercial real estate underwriting standards generally provide for loan terms of five to seven years, with amortization schedules of no more than thirty years. LTV ratios are typically limited to no more than 75%. Construction and land loans, included by property type in the table above, represented only 1%1.1% of the total loan portfolio at ~~June~~September 30, 2020. Construction ~~and land~~ loans are generally made for projects expected to stabilize within eighteen months of completion in sub-markets 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. 75% of the commercial real estate portfolio, including 79% and 76% of the retail and hotel segments, respectively, had LTVs less than 65% at ~~June~~September 30, 2020.

Included in the table above are approximately $284 million of mixed-use properties in New York, consisting of $203 million categorized as multi-family, $62 million categorized as retail and $19 million categorized as office.

The New York legislature has enacted a number of rent regulation reform measures that generally have the impact of limiting landlords' ability to increase rents on stabilized units and to convert stabilized units to market rate units. The following table presents the amount of loans secured by New York multi-family properties in which some or all units are rent regulated at ~~June~~September 30, 2020 (in thousands):

Loans secured by stabilized properties subject to rent regulation $ 957,439
Loans secured by non-stabilized properties subject to rent regulation 58,333
$ 1,015,772


Loans secured by stabilized properties subject to rent regulation	$	917,662
Loans secured by non-stabilized properties subject to rent regulation	34,475
	$	952,137

We believe loans secured by non-stabilized properties may present a heightened level of risk as these loans were underwritten to expected cash flows upon stabilization; those expected cash flows may be impacted by the recent rent regulation reform measures.

The following tables present the distribution of stabilized rent-regulated multi-family loans, by DSCR and LTV at ~~June~~September 30, 2020 (in thousands):


DSCR
Less than 1.11	$	128,616
1.11 - 1.24	233,325
1.25 - 1.50	237,645
1.51 or greater	318,076
	$	917,662

DSCR
Less than 1.11 $ 101,129
1.11 - 1.24 284,101
1.25 - 1.50 288,910
1.51 or greater 283,299
$ 957,439

LTV
Less than 50% $ 243,997
50% - 65% 610,258
66% - 75% 97,524
More than 75% 5,660
$ 957,439


LTV
Less than 50%	$	263,851
50% - 65%	554,072
66% - 75%	73,874
More than 75%	25,865
	$	917,662

The LTVs in the table above are based on the most recent appraisal obtained, which may not be fully reflective of changes in valuations that may result from the impact of the rent regulation ~~reforms.~~reforms, or of the COVID-19 pandemic. Loans with DSCR less than 1.11 may be those with temporary vacancies or those for which expenses, particularly real estate taxes, have increased more rapidly than rents. Substantially all of the loans included in the tables above are current and performing.

Commercial and industrial loans are typically made to small, middle market and larger corporate businesses and not-for-profit entities and include equipment loans, secured and unsecured working capital facilities, formula-based loans, trade finance, SBA product offerings and business acquisition finance credit facilities. These loans may be structured as term loans, typically with maturities of five to seven years, or revolving lines of credit which may have multi-year maturities. The Bank also provides financing to state and local governmental entities generally within our geographic markets. Commercial loans included shared national credits totaling ~~$2.6~~$2.5 billion at ~~June~~September 30, 2020, the majority of which were relationship based loans to borrowers in Florida and New York. The Bank makes loans secured by owner-occupied commercial real estate that typically have risk profiles more closely aligned with that of commercial and industrial loans than with other types of commercial real estate loans.

The following table presents the exposure in the commercial and industrial portfolio, including ~~$2.0~~$2.1 billion of owner-occupied commercial real estate loans, by industry at ~~June~~September 30, 2020 (in thousands):


	Amortized Cost		Percent of Total			Amortized Cost		Percent of Total
Finance and Insurance	$	1,007,480	15.1	%	Finance and Insurance	$	901,720	14.0	%
Wholesale Trade	719,847		10.7	%	Wholesale Trade	670,001		10.3	%
Educational Services	640,657		9.5	%	Educational Services	664,996		10.3	%
Transportation and Warehousing	507,305		7.5	%	Transportation and Warehousing	487,311		7.5	%
Health Care and Social Assistance	472,793		7.0	%	Health Care and Social Assistance	483,941		7.5	%
Manufacturing	375,569		5.6	%	Manufacturing	370,553		5.7	%
Retail Trade					Retail Trade	321,077		5.0	%
Accommodation and Food Services	358,635		5.3	%	Accommodation and Food Services	311,429		4.8	%
Retail Trade	332,421		4.9	%
Information	298,465		4.4	%	Information	306,733		4.7	%
Real Estate and Rental and Leasing	288,045		4.3	%	Real Estate and Rental and Leasing	302,508		4.7	%
Construction					Construction	272,423		4.2	%
Professional, Scientific, and Technical Services	277,081		4.1	%	Professional, Scientific, and Technical Services	253,040		3.9	%
Construction	273,685		4.1	%
Public Administration	244,967		3.6	%	Public Administration	241,884		3.7	%
Administrative and Support and Waste Management	239,441		3.5	%
Other Services (except Public Administration)	238,933		3.5	%	Other Services (except Public Administration)	238,138		3.7	%
Arts, Entertainment, and Recreation	215,999		3.2	%	Arts, Entertainment, and Recreation	215,946		3.3	%
Administrative and Support and Waste Management					Administrative and Support and Waste Management	200,028		3.1	%
Utilities	188,808		2.8	%	Utilities	196,534		3.0	%
Other	52,541		0.9	%	Other	40,666		0.6	%
	$	6,732,672	100.0	%		$	6,478,928	100.0	%

Through its commercial lending subsidiaries, Pinnacle and Bridge, the Bank provides equipment and franchise financing on a national basis using both loan and lease structures. Pinnacle provides ~~essential use~~essential-use equipment financing to state and local governmental entities directly and through vendor programs and alliances. Pinnacle offers a full array of financing structures including equipment lease purchase agreements and direct (private placement) bond re-fundings and loan agreements. Bridge has two operating divisions. The franchise finance division offers franchise acquisition, expansion and equipment financing, typically to experienced operators in well-established concepts. The franchise finance portfolio is made up primarily of quick service restaurant and fitness concepts comprising ~~61%~~60% and ~~31%~~32% of the portfolio, respectively. The equipment finance division provides primarily transportation equipment financing through a variety of loan and lease structures. The Bank also engages in mortgage warehouse lending on a national basis.

The Company originated over 3,500 SBA PPP loans totaling $876 million during the second quarter ~~ended June 30,~~ 2020. These loans bear interest at 1% and are guaranteed as to principal and interest by the SBA. They have terms of 2 years, and are eligible for earlier forgiveness under the terms of the PPP in prescribed circumstances. The Company expects PPP forgiveness to occur primarily during the first quarter 2021. The Company also received origination fees associated with these loans; ~~$21~~$17 million of these fees remain to be recognized in income as of ~~June~~September 30, 2020.

Geographic Concentrations

The Company's commercial and commercial real estate portfolios are concentrated in Florida and the Tri-state area. Excluding loans originated through our national platforms, ~~47%~~52% and ~~44%~~41% of commercial real estate loans were secured by collateral located in Florida and the Tri-state area, respectively; while ~~54%~~55% and 27% of commercial and industrial and owner-occupied real estate loans were to borrowers in Florida and the Tri-state area, respectively.

The following table presents the five states with the largest concentration of commercial loans and leases originated through our national platforms, including Bridge, Pinnacle, SBF and our mortgage warehouse finance unit at the dates indicated (dollars in thousands):


	June 30, 2020				December 31, 2019					September 30, 2020				December 31, 2019
	Total		Percent of Total		Total		Percent of Total			Total		Percent of Total		Total		Percent of Total
California	$	650,706	16.8	%	$	585,222	16.5	%	California	$	631,317	16.6	%	$	585,222	16.5	%
NY Tri-State Area									NY Tri-State Area	489,528		12.9	%	349,961		9.9	%
Florida	457,859		11.8	%	465,146		13.1	%	Florida	434,034		11.4	%	465,146		13.1	%
New Jersey	339,873		8.8	%	178,514		5.0	%
Ohio									Ohio	226,453		5.9	%	45,319		1.3	%
North Carolina	207,298		5.3	%	146,146		4.1	%	North Carolina	200,478		5.3	%	146,146		4.1	%
Maryland	187,639		4.8	%	152,663		4.3	%

All others	2,038,326		52.5	%	2,018,704		57.0	%	All others	1,824,666		47.9	%	1,954,601		55.1	%
	$	3,881,701	100.0	%	$	3,546,395	100.0	%		$	3,806,476	100.0	%	$	3,546,395	100.0	%

Operating lease equipment, net

Operating lease equipment, net of accumulated depreciation totaled ~~$690~~$676 million at ~~June~~September 30, 2020, including off-lease equipment, net of accumulated depreciation totaling ~~$89~~$87 million. The portfolio consists primarily of railcars, non-commercial aircraft and other transport equipment. We have a total of ~~5,313~~5,300 railcars with a carrying value of ~~$409~~$404 million at ~~June~~September 30, 2020, including hoppers, tank cars, boxcars, auto carriers, center beams and gondolas leased to North American commercial end users. The largest concentrations of rail cars were ~~2,411~~2,408 hopper cars and 1,594 tank cars, primarily used to ship sand and petroleum products, respectively, for the energy industry.

The chart below presents operating lease equipment by type at the dates indicated:

At ~~June~~September 30, 2020, the breakdown of carrying values of operating lease equipment, excluding equipment off-lease, by the year ~~current~~ leases are scheduled to expire was as follows (in thousands):


Years Ending December 31:
2020	$	75,906
2021	45,651
2022	62,255
2023	47,729
2024	27,171
Thereafter through 2034	329,951
	$	588,663

Years Ending December 31:
2020 $ 78,492
2021 60,237
2022 70,404
2023 40,812
2024 14,553
Thereafter through 2034 335,829
$ 600,327

Asset Quality

Commercial Loans

We have a robust credit risk management framework, an experienced team to lead the workout and recovery process for the commercial and commercial real estate portfolios and a dedicated internal credit review function. In response to the COVID-19 pandemic, we have further enhanced our workout and recovery staffing and processes. Loan performance is monitored by our credit administration and workout and recovery departments. Generally, commercial relationships with balances in excess of defined thresholds are re-evaluated at least annually and more frequently if circumstances indicate that a change in risk rating may be warranted. The defined thresholds range from $1 million to $3 million. Homogenous groups of smaller balance commercial loans may be monitored collectively. The credit quality and risk rating of commercial loans as well as our underwriting and portfolio management practices are regularly reviewed by our internal credit review department.

We believe internal risk rating is the best indicator of the credit quality of commercial loans. The Company utilizes a 13 grade internal asset risk classification system as part of its efforts to monitor and maintain commercial asset quality. The special mention rating is considered a transitional rating for loans exhibiting potential credit weaknesses that could result in deterioration of repayment prospects at some future date if not checked or corrected and that deserve management’s close attention. These borrowers may exhibit declining cash flows or revenues or increasing leverage. 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. Beginning late in the first quarter and throughout the second ~~quarter~~and third quarters of 2020, risk ratings were re-evaluated for a substantial portion of the commercial portfolio, with a particular focus on portfolio segments we identified for enhanced monitoring and loans for which we granted temporary payment deferrals or modifications in light of the COVID-19 pandemic.

The following table summarizes the Company's commercial credit exposure, based on internal risk rating, at the dates indicated (dollars in thousands):


	September 30, 2020				June, 30, 2020				March 31, 2020				December 31, 2019
	Amortized Cost		Percent of Commercial Loans		Amortized Cost		Percent of Commercial Loans		Amortized Cost		Percent of Commercial Loans		Amortized Cost		Percent of Commercial Loans
Pass	$	15,321,531	85.9	%	$	16,169,767	88.6	%	$	16,841,243	96.0	%	$	17,054,702	97.5	%
Special mention	951,981		5.3	%	1,338,232		7.3	%	288,148		1.6	%	72,881		0.4	%
Substandard accruing	1,376,718		7.7	%	560,624		3.1	%	238,786		1.4	%	180,380		1.0	%
Substandard non-accruing	187,247		1.0	%	187,510		1.0	%	181,278		1.0	%	185,906		1.1	%
Doubtful	938		0.1	%	949		—	%	—		—	%	—		—	%
	$	17,838,415	100.0	%	$	18,257,082	100.0	%	$	17,549,455	100.0	%	$	17,493,869	100.0	%

June 30, 2020 March 31, 2020 December 31, 2019
Amortized Cost Percent of Commercial Loans Amortized Cost Percent of Commercial Loans Amortized Cost Percent of Commercial Loans
Pass $ 16,169,767
88.6 % $ 16,841,243
96.0 % $ 17,054,702
97.5 %
Special mention 1,338,232
7.3 % 288,148
1.6 % 72,881
0.4 %
Substandard accruing 560,624
3.1 % 238,786
1.4 % 180,380
1.0 %
Substandard non-accruing 187,510
1.0 % 181,278
1.0 % 185,906
1.1 %
Doubtful 949
— % —
— % —
— %
$ 18,257,082
100.0 % $ 17,549,455
100.0 % $ 17,493,869
100.0 %

The increase in levels of criticized and classified loans over the course of 2020 is directly related to the COVID-19 pandemic and its impact on the economy and on the operations of certain of the Company's borrowers. It is possible, given the uncertainty surrounding the future trajectory of the COVID-19 pandemic and related economic impacts, that the amount of criticized and classified assets could increase further in the future.

Both special mention and substandard accruing loans increased ~~significantly at~~from December 31, 2019 to June 30, ~~2020 compared to March 31, 2020 and December 31, 2019. We believe~~2020. As more information became available about the ~~substantial majority~~impact of ~~this increase to be directly related to~~ the COVID-19 pandemic ~~its impact~~ on specific businesses, we saw a further increase in substandard accruing loans during the ~~economy generally and on borrowers' businesses specifically. Special~~quarter ended September 30, 2020, a significant portion of which represented migration from the special mention category. There was a net decline in special mention loans ~~increased by $1.1 billion and $1.3 billion during the three and six months ended June 30, 2020,~~of $386 million, while substandard accruing loans increased by ~~$322 million and $380 million for those same periods.~~$816 million. Management has taken what we believe to be a pro-active and objective approach to re-risk rating the commercial loan portfolio based on granular outreach to borrowers since the onset of the pandemic. We have not yet experienced a significant increase in substandard non-accruing loans related to the pandemic, however it is possible that an increasing trend may emerge in the future as temporary payment deferrals granted to some borrowers expire, depending on the trajectory of the virus and pace of the resumption of normal activity and economic recovery.

The following table provides additional information about special mention and substandard accruing loans, at the dates indicated (in thousands):


														September 30, 2020				June 30, 2020				March 31, 2020				December 31, 2019
	June 30, 2020				March 31, 2020				December 31, 2019
	Amortized Cost		Percent of Loan Segment		Amortized Cost		Percent of Loan Segment		Amortized Cost		Percent of Loan Segment			Amortized Cost		% of Loan Segment		Amortized Cost		% of Loan Segment		Amortized Cost		% of Loan Segment		Amortized Cost		% of Loan Segment
Special mention:													Special mention:
CRE:
CRE													CRE
Hotel	$	273,877	44.1	%	$	4,201	0.7	%	$	4,227	0.6	%	Hotel	$	202,929	32.8	%	$	273,877	44.1	%	$	4,201	0.7	%	$	4,227	0.6	%
Retail	172,364		12.0	%	4,284		0.3	%	—		—	%	Retail	85,640		6.0	%	172,364		12.0	%	4,284		0.3	%	—		—	%
Multi-family	54,623		2.7	%	4,471		0.2	%	115		—	%	Multi-family	28,876		1.5	%	54,623		2.7	%	4,471		0.2	%	115		—	%
Office	29,735		1.4	%	—		—	%	—		—	%	Office	38,213		1.8	%	29,735		1.4	%	—		—	%	—		—	%
Industrial	12,968		1.7	%	—		—	%	1,489		—	%	Industrial	13,221		1.7	%	12,968		1.7	%	—		—	%	1,489		—	%
Other	1,393		0.9	%	—		—	%	—		—	%	Other	8,083		5.5	%	1,393		0.9	%	—		—	%	—		—	%
	544,960				12,956				5,831					376,962				544,960				12,956				5,831
Owner occupied commercial real estate	179,305		8.8	%	26,170		1.3	%	27,870		1.4	%	Owner occupied commercial real estate	193,867		9.4	%	179,305		8.8	%	26,170		1.3	%	27,870		1.4	%
Commercial and industrial	243,398		3.6	%	67,173		1.1	%	28,498		0.5	%	Commercial and industrial	196,488		4.4	%	243,398		5.2	%	67,173		1.1	%	28,498		0.5	%

Bridge - franchise finance	327,375		52.5	%	181,049		28	%	10,682		1.7	%	Bridge - franchise finance	139,638		23.0	%	327,375		52.5	%	181,049		28.0	%	10,682		1.7	%
Bridge - equipment finance	43,194		7.3	%	800		0.1	%	—		—	%	Bridge - equipment finance	45,026		8.5	%	43,194		7.3	%	800		0.1	%	—		—	%
	$	1,338,232			$	288,148			$	72,881				$	951,981			$	1,338,232			$	288,148			$	72,881

Substandard accruing:													Substandard accruing:
CRE													CRE
Hotel	$	92,066	14.8	%	$	11,296	1.8	%	$	34,645	5.3	%	Hotel	$	249,646	40.3	%	$	92,066	14.8	%	$	11,296	1.8	%	$	34,645	5.3	%
Retail	63,957		4.4	%	20,049		1.4	%	—		—	%	Retail	238,910		16.8	%	63,957		4.4	%	20,049		1.4	%	—		—	%
Multi-family	67,896		3.4	%	35,691		1.7	%	26,797		1.7	%	Multi-family	143,857		7.4	%	67,896		3.4	%	35,691		1.7	%	26,797		1.7	%
Office	28,994		1.4	%	6,214		0.3	%	8,299		0.3	%	Office	60,556		2.9	%	28,994		1.4	%	6,214		0.3	%	8,299		0.3	%
Industrial	19,814		2.5	%	9,675		1.2	%	9,753		1.2	%	Industrial	19,714		2.6	%	19,814		2.5	%	9,675		1.2	%	9,753		1.2	%
Other													Other	1,422		1.0	%	—		—	%	—		—	%	—		—	%
														714,105				272,727				82,925				79,494
Owner occupied commercial real estate	38,332		1.9	%	24,520		1.2	%	16,241		0.8	%	Owner occupied commercial real estate	135,165		6.6	%	38,332		1.9	%	24,520		1.2	%	16,241		0.8	%
Commercial and industrial	185,201		3.9	%	77,810		1.6	%	43,518		0.9	%	Commercial and industrial	273,448		6.2	%	185,201		3.9	%	77,810		1.6	%	43,518		0.9	%

Bridge - franchise finance	56,628		9.1	%	53,531		8.3	%	41,127		6.6	%	Bridge - franchise finance	213,532		35.2	%	56,628		9.1	%	53,531		8.3	%	41,127		6.6	%
Bridge - equipment finance	7,736		1.3	%	—		—	%	—		—	%	Bridge - equipment finance	40,468		7.6	%	7,736		1.3	%	—		—	%	—		—	%
	$	560,624			$	238,786			$	180,380
														$	1,376,718			$	560,624			$	238,786			$	180,380

The increases in ~~special mention and~~ substandard accruing loans at ~~June~~September 30, 2020 were concentrated in those categories expected to exhibit additional stress in the current ~~environment. Within the commercial real estate portfolio, the most significant increases were in the~~environment including CRE hotel, CRE retail and ~~hotel sub-segments as reflected in the table above. We also saw significant increases in special mention loans in the~~ franchise finance portfolio; of a total increase of $317 million during the six months ended June 30, 2020, $154 million related to restaurant concepts and $163 million related to fitness concepts. In the C&I categories, the largest increases were in the cruise line, retail trade, food services and airport concession areas.finance.

Potential problem loans have been identified by management as those commercial loans included in the "substandard accruing" risk rating category. These loans are typically performing, but possess specifically identified credit weaknesses such

as inadequate debt service coverage or liquidity that, if not remedied, may lead to a downgrade to non-accrual status and identification as impaired in the near-term.

Payment Deferrals and Modifications

We believe, in the current environment, information about loans that are on temporary payment deferral or have been modified as a result of the COVID-19 pandemic provides additional insight into segments or sub-segments of the portfolio that are experiencing some level of stress related to the pandemic The following table summarizes deferral and modification activity in the commercial portfolio, as of September 30, 2020 (dollars in thousands):


	Currently Under Short-Term Deferral		CARES Act Modifications		In Process CARES Act Modifications		Total		% of Portfolio
CRE - Property Type:
Retail	$	20,289	$	6,098	$	15,819	$	42,206	3	%
Hotel	1,547		126,602		162,824		290,973		47	%
Office	4,664		41,451		29,826		75,941		4	%
Multifamily	19,829		—		4,435		24,264		1	%
Total CRE	$	46,329	$	174,151	$	212,904	$	433,384	6	%
C&I - Industry
Accommodation and Food Services	$	54,813	$	—	$	7,098	$	61,911	20	%
Retail Trade	20,648		19,357		—		40,005		12	%
Manufacturing	12,234		—		—		12,234		3	%
Other	21,825		53,030		—		74,855		1	%
Total C&I	$	109,520	$	72,387	$	7,098	$	189,005	3	%
BFG - Equipment	$	966	$	—	$	—	$	966	—	%
BFG - Franchise	$	75,607	$	—	$	—	$	75,607	12	%
Total Commercial	$	232,422	$	246,538	$	220,002	$	698,962	4	%

Updated through October 25, 2020	$	73,866	$	312,142	$	181,052	$	567,060	3	%

Reflecting a positive trend, total commercial loans on deferral, modified or in process of modification as a result of the COVID-19 pandemic had declined to $567 million or 3% of the commercial portfolio at October 25, 2020, compared to $3.0 billion or 17% of the commercial portfolio that had been granted initial 90 day payment deferrals through July 17, ~~2020 (dollars in millions).~~

First Deferral Granted Re-Deferral Requested
Loan Count UPB % of Portfolio Loan Count UPB % of Portfolio
CRE - Property Type:
Retail 119
$ 769,025
53 % 8
$ 75,890
5 %
Hotel 93
536,826
86 % 21
298,388
48 %
Office 30
372,796
18 % 2
54,243
3 %
Multifamily 37
276,711
14 % 2
12,083
1 %
Industrial 14
97,776
13 % —
—
— %
Other 1
1,060
1 % —
—
— %
Total CRE - Property Type 294
$ 2,054,194
29 % 33
$ 440,604
6 %
C&I - Industry
Accommodation and Food Services 89
$ 106,288
30 % 21
$ 65,729
18 %
Retail Trade 221
68,299
20 % 4
21,575
7 %
Health Care and Social Assistance 126
59,305
12 % —
—
— %
Manufacturing 35
57,026
15 % 1
9,066
2 %
Other 265
178,512
3 % 1
4,169
— %
Total C&I - Industry 736
469,430
7 % 27
100,539
1 %
BFG - Equipment 35
35,278
6 % —
—
— %
BFG - Franchise 362
459,590
74 % 82
155,321
25 %
Total Commercial 1,427
$ 3,018,492
17 % 142
$ 696,464
4 %

2020. For commercial borrowers, ~~initial~~ payment deferrals were ~~typically~~ deferrals of principal and/or interest payments for up to two periods of 90 ~~days. Re-deferrals usually take the form of additional 90 day extensions, granted on a case by case basis.~~days each. The deferred payments along with interest accrued during the deferral period are generally due and payable on the maturity date.

~~We believe deferral rates,~~ CARES Act modifications represent longer-term modifications and ~~particularly~~most commonly have taken the ~~rate at which borrowers have requested a second deferral, are important indicators~~form of 9 to 12 month interest only periods. Pursuant to interagency guidance and the ~~extent~~CARES Act, deferrals and modifications related to ~~which borrowers' businesses and financial condition have been impacted by the~~ COVID-19 ~~pandemic. The majority~~ of ~~initial deferrals~~loans that were ~~granted in late March and April, 2020. Most~~current as of ~~those loans have reached,~~December 31, 2019 will typically not be categorized or ~~are now reaching, the end of the initial 90 day deferral period. New initial deferral requests received after June 1 were negligible.~~reported as TDRs.

The following table presents additional information, as of September 30, 2020, about loan portfolio sub-segments that, in light of evolving conditions related to the COVID-19 pandemic, ~~have been~~were identified for enhanced monitoring ~~as of June 30, 2020~~ (dollars in thousands):


	September 30, 2020
	Amortized Cost		Percent of Total Loans		Non-Performing		Special Mention		Substandard Accruing
Retail - CRE	$	1,421,782	6.0	%	$	10,674	$	85,640	$	238,910
Retail - C&I	321,077		1.4	%	3,992		12,268		41,992
BFG - franchise finance	606,222		2.5	%	32,762		139,638		213,532
Hotel	619,012		2.6	%	32,099		202,929		249,646
Airlines and aviation authorities	145,921		0.6	%	—		35,291		26,395
Cruise line	72,962		0.3	%	—		59,423		13,538
	$	3,186,976	13.4	%	$	79,527	$	535,189	$	784,013

June 30, 2020
Amortized Cost Percent of Total Loans Non Performing Special Mention Substandard Accruing
Retail - CRE $ 1,437,681
6.0 % $ 10,968
$ 172,364
$ 63,957
Retail - C&I 332,421
1.4 % 4,238
54,873
20,894
BFG - franchise finance 623,139
2.6 % 32,857
327,375
56,628
Hotel 620,673
2.6 % 32,827
273,877
92,066
Airlines and aviation authorities 163,846
0.7 % —
27,050
—
Cruise line 74,696
0.3 % —
59,886
—
Energy 56,310
0.2 % —
—
—
$ 3,308,766
13.8 % $ 80,890
$ 915,425
$ 233,545

At September 30, 2020, over 70% of commercial loans on deferral, modified or in process of modification due to the COVID-19 pandemic and over 50% of criticized and classified assets were in the above portfolio sub-segments.

Retail Exposure in the CRE Portfolio

The predominant collateral types supporting this sub-segment include both anchored and unanchored suburban and urban retail properties, some single tenant properties as well as some mixed-use properties in New York City with a significant retail component. We have no significant large shopping mall or "big box" exposure. The weighted average LTV for this sub-segment is ~~59.3%~~59.7% and 79% has LTVs less than 65%, based on the most recently available information.

Retail Exposure in the C&I Portfolio

This is a well-diversified sub-segment by industry. The largest exposure is to gas stations, generally with convenience stores, representing ~~$99~~$93 million, or 29% of the sub-segment. ~~67%~~66% of loans in this sub-segment are collateralized by owner-occupied real estate.

BFG - Franchise Finance

The following table presents the franchise portfolio by concept at ~~June~~September 30, 2020:


	Amortized Cost		Percent of BFG Franchise Finance
Restaurant concepts:
Burger King	$	64,786	10.7	%
Dunkin Donuts	43,166		7.1	%
Popeyes	27,588		4.6	%
Domino's	22,967		2.8	%
Jimmy Johns	21,128		3.5	%
Other	185,278		30.6	%
	364,913		59.3	%
Non-restaurant concepts:
Planet Fitness	$	105,582	18.4	%
Orange Theory Fitness	86,217		14.2	%
Other	49,510		8.1	%
	241,309		40.7	%
	$	606,222	100.0	%

Amortized Cost Percent of BFG Franchise Finance
Restaurant concepts:
Burger King $ 66,012
11.0 %
Dunkin Donuts 44,737
7.0 %
Sonic 27,586
4.0 %
Domino's 23,370
4.0 %
Jimmy Johns 23,359
4.0 %
Other 193,958
31.0 %
379,022
61.0 %
Non-restaurant concepts:
Planet Fitness 107,303
17.0 %
Orange Theory Fitness 86,654
14.0 %
Other 50,160
8.0 %
244,117
39.0 %
$ 623,139
100.0 %

Approximately $35 million or 10% of restaurant concepts and $41 million or 17% of non-restaurant concepts were under short-term deferral at September 30, 2020. Restaurant concepts that have established drive-through or delivery models are generally performing well in the current environment. ~~Fitness concepts are beginning to re-open.~~The majority of fitness franchises have re-opened.

Hotel

~~This sub-segment is~~Many hotels are experiencing significant disruption in revenue due to social distancing measures arising from the pandemic. The weighted average LTV for this sub-segment is ~~57%~~58% and 76% has LTVs less than 65%, based on the most recent information available. The majority of our hotel exposure is in Florida at 75%, followed by ~~12%~~16% in New York. This sub-segment includes ~~$60~~$59 million in SBA loans, of which $14 million is guaranteed. ~~Substantially all~~All but one of our hotel collateral properties have now re-opened for business.

Airlines and Aviation Authorities

These borrowers have directly benefited from government relief programs enacted in response to the COVID-19 pandemic.

~~Energy~~

Recent declines in oil prices have elevated this sub-segment to a level of enhanced monitoring. The Company's energy exposure in the loan portfolio is not material; approximately 64% of these loans are secured by marine transport equipment.

Bridge also had exposure to the energy industry in the operating lease equipment portfolio totaling $287 million at June 30, 2020, consisting of $229 million in railcars, $39 million in helicopters and $18 million in vessels.

~~If current conditions persist, further deterioration could occur in this sector.~~

Operating Lease Equipment, net

~~Two~~Eight operating lease relationships with a carrying value of assets under lease totaling ~~$35~~$62 million, all of which were exposures to the energy industry, were internally risk rated substandard at ~~June~~September 30, 2020. On a quarterly basis, management performs an impairment analysis on assets with indicators of potential impairment. Potential impairment indicators

include evidence of changes in residual value, macro-economic conditions, an extended period of time off-lease, criticized or classified status, or management's intention to sell the asset at an amount potentially below its carrying value. At ~~June~~September 30, 2020, there were 2217 operating leases for which a triggering event was met. Based on a recoverability analysis performed, the Company recognized an impairment charge of $0.7 million during the ~~six~~three months ended ~~June 30,~~March 31, 2020 related to one operating lease relationship; this was not an energy exposure. There were no impairment charges during the three months ended September 30, 2020 or the three and nine months ended September 30, 2019.

The primary risks inherent in the equipment leasing business are asset risk resulting from ownership of the equipment on lease and credit risk. Asset risk arises from fluctuations in supply and demand for the underlying leased equipment. The equipment is leased to commercial end users with original lease terms generally ranging from three to ten years. We are exposed to the risk that, at the end of the 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 may also lead to changes in depreciation as a result of changes in the residual values of the leased assets or through impairment of asset carrying values.

Asset risk is evaluated and managed by a dedicated internal staff of asset managers, managed by seasoned equipment finance 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 relating to the railcar fleet, including lease administration and reporting, a Regulation Y compliant full service maintenance program and railcar re-marketing. 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.~~disasters, including events such as the COVID-19 pandemic. 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 regularly monitor the impact of oil prices on the estimated residual value of rail cars being used in the petroleum/natural gas extraction sector.

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. 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 to high credit quality obligors.

Bridge had exposure to the energy industry of $337 million at September 30, 2020. The majority of the energy exposure was in the operating lease equipment portfolio where energy exposure totaled $284 million. The remaining energy exposure, totaling approximately $54 million was comprised of loans and direct or sales type finance leases.

Residential and Other Consumer Loans

Our residential mortgage portfolio, excluding GNMA buyout loans, consists primarily of loans purchased through established correspondent channels. Most of our purchases are of 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 although loans with LTVs higher than 80% may be extended to selected credit-worthy borrowers. We perform due diligence on the purchased loans for credit, compliance, counterparty, payment history and property valuation.

We have a dedicated residential credit risk management function, and the residential portfolio is monitored by our internal credit review function. 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 most recently available FICO score to be significant indicators of credit quality for the 1-4 single family residential portfolio, excluding government insured residential loans.

The following charts present information about the 1-4 single family residential portfolio, excluding government insured loans, by FICO distribution, LTV distribution and vintage at ~~June~~September 30, 2020:

FICO scores are generally updated at least annually, and were most recently updated in the third quarter of 2020. LTVs are typically based on valuation at ~~origination.~~origination since we do not routinely update residential appraisals.

At ~~June~~September 30, 2020, the majority of the 1-4 single family residential loan portfolio, excluding government insured residential loans, was owner-occupied, with ~~81%~~80% primary residence, 8% second homes and ~~11%~~12% investment properties.

1-4 single family residential loans, excluding government insured residential loans, past due more than 30 days totaled ~~$63.9~~$54 million and ~~$66.3~~$66 million at ~~June~~September 30, 2020 and December 31, 2019, respectively. The amount of these loans 90 days or more past due was ~~$11.8~~$10.0 million and $11.1 million at ~~June~~September 30, 2020 and December 31, 2019, respectively.

~~At June~~ Delinquency statistics as of September 30, 2020 ~~and December 31, 2019 other consumer loans were all current.~~may not be fully reflective of the impact of the COVID-19 pandemic on residential borrowers due to payment deferral programs. Loans on deferral that are in compliance with the terms of the deferral program are not reported as delinquent.

The following table presents information about residential loans granted payment deferrals as a result of the COVID-19 pandemic as of ~~June~~September 30, 2020, excluding government insured residential loans (dollars in ~~millions)~~thousands):

Balance % of Portfolio Balance % of Initial Deferrals Balance % of Portfolio
Residential $ 594
13 % $ 252
42 % $ 52
1 %


	Currently Under Short-Term Deferral				Currently Under Short-Term Deferral Continue to Pay				CARES Act Modifications
	Balance		% of Portfolio		Balance		% of Deferral		Balance		% of Portfolio
Residential	$	395,027	8	%	$	194,859	49	%	$	21,480	—	%

For residential borrowers, relief has typically initially taken the form of 90 day payment deferrals, with deferred payments due at the end of the 90 day period. At the end of the initial 90 day deferral period, residential borrowers may either (i) make all payments due, (ii) be granted an additional deferral period or (iii) enter into a modification or repayment plan. As indicated in the table above, ~~42%~~49% of residential borrowers ~~granted an initial~~who are currently under short-term deferral continued to make payments during the deferral period.

Under recently issued regulatory guidance, residential borrowers granted an initial 90 day deferral are automatically granted an additional 90 day deferral period unless they actively "opt out" of the additional deferral.At September 30, 2020 and December 31, 2019, substantially all other consumer loans were current.

Note 4 to the consolidated financial statements presents additional information about key credit quality indicators and delinquency status of the loan portfolio.

Non-Performing Assets

Non-performing assets generally consist of (i) non-accrual loans, including loans that have been modified in TDRs or CARES Act modifications and placed on non-accrual status, (ii) accruing loans that are more than 90 days contractually past due as to interest or principal, excluding purchase credit deteriorated loans for which management has a reasonable basis for an expectation about future cash flows and government insured residential loans, and (iii) OREO and repossessed assets.

The following table and charts summarize the Company's non-performing loans and non-performing assets at the dates indicated (dollars in thousands):

June 30, 2020 December 31, 2019
Non-accrual loans
Residential and other consumer:
1-4 single family residential $ 11,234
$ 18,877
Other consumer loans 1,949
17
Total residential and other consumer loans 13,183
18,894
Commercial:
Multi-family 6,011
6,138
Non-owner occupied commercial real estate 46,545
40,097
Construction and land 3,703
3,191
Owner occupied commercial real estate 30,493
27,141
Commercial and industrial 67,702
74,757
Bridge - franchise finance 32,857
13,631
Bridge - equipment finance 1,148
20,939
Total commercial loans 188,459
185,894
Total non-accrual loans 201,642
204,788
Loans past due 90 days and still accruing 2,606
—
Total non-performing loans 204,248
204,788
OREO and repossessed assets 4,956
3,897
Total non-performing assets $ 209,204
$ 208,685

Non-performing loans to total loans ⁽¹⁾
0.86 % 0.88 %
Non-performing assets to total assets⁽¹⁾
0.60 % 0.63 %
ACL to total loans 1.12 % 0.47 %
ACL to non-performing loans 130.29 % 53.07 %
Net charge-offs to average loans ⁽²⁾
0.20 % 0.05 %


	September 30, 2020			December 31, 2019

Non-accrual loans:
Residential and other consumer:
1-4 single family residential	$	6,246		$	18,877
Other consumer loans	1,785			17
Total residential and other consumer loans	8,031			18,894
Commercial:
Multi-family	—			6,138
Non-owner occupied commercial real estate	54,944			40,097
Construction and land	4,432			3,191
Owner occupied commercial real estate	23,953			27,141
Commercial and industrial	72,094			74,757

Bridge - franchise finance	32,762			13,631
Bridge - equipment finance	—			20,939
Total commercial loans	188,185			185,894
Total non-accrual loans	196,216			204,788
Loans past due 90 days and still accruing	4,088			—
Total non-performing loans	200,304			204,788
OREO and repossessed assets	4,154			3,897
Total non-performing assets	$	204,458		$	208,685

Non-performing loans to total loans (1)	0.84		%	0.88		%
Non-performing assets to total assets (1)	0.58		%	0.63		%
ACL to total loans	1.15		%	0.47		%
ACL to non-performing loans	136.86		%	53.07		%

Net charge-offs to average loans (2)	0.25		%	0.05		%


~~(1)~~	Non-performing loans and assets include the guaranteed portion of non-accrual SBA loans totaling $45.7 million or 0.19% of total loans and 0.13% of total assets, at June 30, 2020; compared to $45.7 million or 0.20% of total loans and 0.14% of total assets, at December 31, 2019.


~~(2)~~	~~Annualized for June 30, 2020.~~

(1) Non-performing loans and assets include the guaranteed portion of non-accrual SBA loans totaling $43.6 million or 0.18% of total loans and 0.12% of total assets, at September 30, 2020; compared to $45.7 million or 0.20% of total loans and 0.14% of total assets, at December 31, 2019.

(2) Annualized for September 30, 2020.

The following chart presents trends in non-performing loans and non-performing assets:

The following chart presents trends in non-performing loans by portfolio sub-segment (in millions):

The ultimate impact of the recent and evolving COVID-19 pandemic may not be reflected in the level of non-performing assets reported above. The potential effect on non-performing asset levels may be delayed in the near-term due to government assistance and loan deferral programs.

Contractually delinquent government insured residential loans are excluded from non-performing loans as defined in the table above due to their government guarantee. The carrying value of such loans contractually delinquent by more than 90 days was ~~$669~~$591 million and $529 million at ~~June~~September 30, 2020 and December 31, 2019, respectively. ~~The increase~~Increases in the ratios of the ACL to total loans and the ACL to non-performing loans ~~ratios~~ at ~~June~~September 30, 2020 ~~from~~compared to December 31, 2019 is are

attributable to the adoption of CECL effective January 1, 2020 and the impact on the provision for credit losses recorded during the ~~six~~nine months ended ~~June~~September 30, 2020 ~~resulting from~~of changes in economic conditions, our economic forecast and borrower financial performance ~~as a result of~~related to COVID-19.

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. Residential and consumer loans, other than government insured pool buyout loans, are generally placed on non-accrual status when they are 90 days past due. 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 generally returned to accrual status when less than 90 days past due. 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.

TDRs

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. Included in TDRs are residential loans to borrowers who have not reaffirmed their debt discharged in Chapter 7 bankruptcy.

Under recently issued inter-agency and authoritative guidance and consistent with the CARES Act, short-term (generally periods of six months or less) deferrals or modifications related to COVID-19 will typically not be categorized as TDRs. Additionally, section 4013 of the CARES Act effectively suspended the guidance related to TDRs codified in ASC 310-40 until the earlier of December 31, 2020 or the date of the suspension of the declared state of emergency related to the COVID-19 pandemic. All of the COVID-19 related deferrals the Company has granted to date fall ~~into this category.~~under these provisions and therefore have not been categorized as TDRs. See the sections entitled "Asset Quality - Commercial Loans - Payment Deferrals" and "Asset Quality - Residential and Other Consumer Loans" " for further discussion.

The following table summarizes loans that have been modified in TDRs at the dates indicated (dollars in thousands):

June 30, 2020 December 31, 2019
Number of TDRs Amortized Cost Related Specific Allowance Number of TDRs Amortized Cost Related Specific Allowance
Residential and other consumer ⁽¹⁾
248
$ 38,736
$ 35
361
$ 57,117
$ 12
Commercial 30
62,100
5,644
25
56,736
6,311
278
$ 100,836
$ 5,679
386
$ 113,853
$ 6,323


	September 30, 2020					December 31, 2019

	Number of TDRs	Amortized Cost		Related Specific Allowance		Number of TDRs	Amortized Cost		Related Specific Allowance
Residential and other consumer (1)	362	$	59,685	$	82	361	$	57,117	$	12
Commercial	27	58,671		8,594		25	56,736		6,311
	389	$	118,356	$	8,676	386	$	113,853	$	6,323


~~(1)~~	~~Includes~~ ~~232~~ ~~government insured residential loans modified in TDRs totaling $34.9 million at June~~ (1) Includes 345 government insured residential loans modified in TDRs totaling $54.6 million at September 30, 2020; and 346 government insured residential loans modified in TDRs totaling $53.4 million at December 31, 2019.

See Note 4 to the consolidated financial statements for additional information about TDRs.

Loss Mitigation Strategies

Criticized or classified commercial loans in excess of certain thresholds are reviewed quarterly by the Criticized Asset Committee, which evaluates the appropriate strategy for collection to mitigate the amount of credit ~~losses.~~losses and considers the appropriate risk rating for these loans. Criticized asset reports for each relationship are presented by the assigned relationship manager and credit officer to the Criticized Asset Committee until such time as the relationships are returned to a satisfactory credit risk rating or otherwise resolved. The Criticized Asset Committee may require the transfer of a loan to our workout and recovery department, which is tasked to effectively manage the loan with the goal of minimizing losses and expenses associated with restructure, collection and/or liquidation of collateral. Commercial loans with a risk rating of substandard, ~~impaired~~ loans on non-accrual status, loans modified as TDRs or CARES Act modifications and assets classified as OREO or repossessed assets are usually transferred to workout and recovery. Oversight of the workout and recovery department is provided by the Criticized Asset Committee.

Our servicers evaluate each residential loan in default to determine the most effective loss mitigation strategy, which may be modification, short sale, or foreclosure, and pursue the alternative most suitable to the consumer and to mitigate losses to the bank. In response to the COVID-19 pandemic, we have temporarily suspended new residential foreclosure actions.

In response to the COVID-19 pandemic and its potential economic impact to our customers, we implemented a short-term program that complies with the CARES Act under which we are providing temporary relief on a case by case basis to borrowers directly impacted by COVID-19 who were not more than 30 days past due as of December 31, 2019. See the sections entitled "Asset Quality - Commercial Loans - Payment Deferrals" and "Asset Quality - Residential and Other Consumer Loans" for further details about COVID-19 related payment deferrals. Under recently issued inter-agency guidance and consistent with the CARES Act, deferrals or modifications related to COVID-19 will generally not be categorized as TDRs. Loans subject to these temporary deferrals or modifications, if in compliance with the contractual terms of the deferral or modification agreements, will typically not be reported as past due or classified as non-accrual during the deferral period.

Analysis of the Allowance for Credit Losses

The ACL is management's estimate of the amount of expected credit losses over the life of the loan portfolio, or the amount of amortized cost basis not expected to be collected, at the balance sheet date. This estimate encompasses information about historical events, current conditions and reasonable and supportable forecasts. Determining the amount of the ACL is complex and requires extensive judgment by management about matters that are inherently uncertain. There is currently a high level of uncertainty around the impact the COVID-19 crisis will have on the economy broadly, and on our borrowers specifically. In light of this uncertainty, we believe it is possible that the ACL estimate could change, potentially materially, in future periods. Changes in the ACL may result from changes in current economic conditions, our economic forecast, and in loan portfolio composition, as well as circumstances not currently known to us that may impact the financial condition and operations of our borrowers, among other factors.

For the substantial majority of the loan portfolio, expected losses are estimated using econometric models that employ a factor based methodology to estimate PD and ~~LGD.~~LGD, determined based on pool level characteristics. Projected PDs and LGDs are applied to estimated exposure at default to generate estimates of expected ~~loss at the loan level. These loan level estimates are aggregated by portfolio segment and loan class to generate a collective estimate for groups of loans that share common risk characteristics.~~loss. Qualitative adjustments may also be applied to incorporate factors that management does not believe have been adequately considered in the quantitative estimate. For loans that do not share similar risk characteristics with other loans such as collateral dependent loans and TDRs, expected credit losses are estimated on an individual basis. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments.

See Note 1 to the consolidated financial statements for more detailed information about our ACL methodology and related accounting policies.

The following table provides an analysis of the ACL, provision for credit losses related to the funded portion of loans and net charge-offs for the periods indicated (in thousands). For the ~~six~~nine months ended ~~June~~September 30, 2020, the ACL was estimated using the CECL methodology. For the ~~six~~nine months ended ~~June~~September 30, 2019, prior to the adoption of ASU 2016-13, an incurred loss methodology was used.


	Nine Months Ended September 30,
	2020		2019
Balance at beginning of period:	$	108,671	$	109,931
Impact of adoption of ASU 2016-13	27,305		—
	135,976		109,931
Provision for (recovery of) loan losses:
1-4 single family residential	(3,240)		704
Home equity loans and lines of credit	(40)		(152)
Other consumer loans	39		(113)
Multi-family	32,588		(2,265)
Non-owner occupied commercial real estate	64,524		(1,760)
Construction and land	280		(177)
Owner occupied commercial real estate	4,676		(3,195)
Commercial and industrial	45,617		15,483
Pinnacle	(56)		(135)
Bridge - franchise finance	31,475		3,582
Bridge - equipment finance	5,232		(2,599)

Total Provision	181,095		9,373
Charge-offs:
1-4 single family residential	(31)		—


Multi-family	(129)		—
Non-owner occupied commercial real estate	(685)		(2,184)
Construction and land	—		(76)
Owner occupied commercial real estate	(1,028)		(374)
Commercial and industrial	(25,564)		(10,066)

Bridge - franchise finance	(16,561)		(1,285)
Bridge - equipment finance	(6,756)		—
Total Charge-offs	(50,754)		(13,985)
Recoveries:

Home equity loans and lines of credit	44		151
Other consumer loans	4		21
Multi-family	2		—
Non-owner occupied commercial real estate	124		82

Owner occupied commercial real estate	98		781
Commercial and industrial	6,977		2,104

Bridge - franchise finance	449		—
Bridge - equipment finance	113		4
Total Recoveries	7,811		3,143
Net Charge-offs	(42,943)		(10,842)
Balance at end of period	$	274,128	$	108,462

Six Months Ended June 30,
2020 2019
Balance at beginning of period: $ 108,671
$ 109,931
Impact of adoption of ASU 2016-13 27,305
—
135,976
109,931
Provision for (recovery of) loan losses:
1-4 single family residential (8,538 ) 397
Home equity loans and lines of credit (40 ) (150 )
Other consumer loans 6
34
Multi-family 16,803
(1,330 )
Non-owner occupied commercial real estate 75,109
5,309
Construction and land 766
498
Owner occupied commercial real estate 5,205
(2,611 )
Commercial and industrial 31,735
6,481
Pinnacle (173 ) (116 )
Bridge - franchise finance 26,527
1,094
Bridge - equipment finance 6,049
(2,072 )
Total Provision 153,449
7,534
Charge-offs:
1-4 single family residential (31 ) —
Non-owner occupied commercial real estate (552 ) (1,703 )
Construction and land —
(76 )
Owner occupied commercial real estate (187 ) (174 )
Commercial and industrial (2,933 ) (4,688 )
Bridge - franchise finance (16,561 ) (1,203 )
Bridge - equipment finance (6,720 ) —
Total Charge-offs (26,984 ) (7,844 )
Recoveries:
Home equity loans and lines of credit 43
149
Other consumer loans 2
18
Multi-family 2
—
Non-owner occupied commercial real estate 82
41
Owner occupied commercial real estate 92
718
Commercial and industrial 3,012
1,594
Bridge - franchise finance 449
—
Total Recoveries 3,682
2,520
Net Charge-offs (23,302 ) (5,324 )
Balance at end of period $ 266,123
$ 112,141

The following table shows the distribution of the ACL at the dates indicated (dollars in thousands):

June 30, 2020 March 31, 2020
January 1, 2020 ⁽¹⁾
December 31, 2019
Total
%⁽²⁾
Total
%⁽²⁾
Total
%⁽²⁾
Total
%⁽²⁾
Residential portfolio segment $ 10,695
23.5 % $ 12,576
24.4 % $ 19,252
24.5 % $ 11,154
24.5 %

Multi-family 21,049
7.9 % 13,087
8.5 % 4,244
9.6 % 5,024
9.6 %
Non-owner occupied commercial real estate 84,436
20.7 % 25,078
21.5 % 9,798
21.7 % 23,240
21.7 %
Construction and land 3,384
1.0 % 2,610
1.0 % 2,618
1.1 % 764
1.1 %
CRE portfolio segment 108,869
40,775
16,660
29,028

Owner occupied commercial real estate 36,416
8.6 % 50,685
8.7 % 31,306
8.9 % 8,066
8.9 %
Commercial and industrial 84,142
28.1 % 106,964
25.3 % 52,326
23.4 % 43,485
23.4 %
Pinnacle 238
5.1 % 585
5.0 % 411
5.2 % 720
5.2 %
Bridge - franchise finance 19,446
2.6 % 32,910
2.8 % 9,030
2.6 % 9,163
2.6 %
Bridge - equipment finance 6,317
2.5 % 6,084
2.8 % 6,991
3.0 % 7,055
3.0 %
Commercial portfolio segment 146,559
197,228
100,064
68,489

$ 266,123
100.0 % $ 250,579
100.0 % $ 135,976
100.0 % $ 108,671
100.0 %


	September 30, 2020				June 30, 2020				January 1, 2020 (1)				December 31, 2019
	Total		%(2)		Total		%(2)		Total		%(2)		Total		%(2)
Residential portfolio segment	$	16,031	25.1	%	$	10,695	23.5	%	$	19,252	24.5	%	$	11,154	24.5	%

Multi-family	36,705		7.6	%	21,049		7.9	%	4,244		9.6	%	5,024		9.6	%
Non-owner occupied commercial real estate	73,760		20.7	%	84,436		20.7	%	9,798		21.7	%	23,240		21.7	%
Construction and land	2,898		1.1	%	3,384		1.0	%	2,618		1.1	%	764		1.1	%
CRE portfolio segment	113,363				108,869				16,660				29,028

Owner occupied commercial real estate	35,052		8.6	%	36,416		8.6	%	31,306		8.9	%	8,066		8.9	%
Commercial and industrial	79,357		27.4	%	84,142		28.1	%	52,326		23.4	%	43,485		23.4	%
Pinnacle	355		4.8	%	238		5.1	%	411		5.2	%	720		5.2	%
Bridge - franchise finance	24,394		2.5	%	19,446		2.6	%	9,030		2.6	%	9,163		2.6	%
Bridge - equipment finance	5,576		2.2	%	6,317		2.5	%	6,991		3.0	%	7,055		3.0	%
Commercial portfolio segment	144,734				146,559				100,064				68,489
	$	274,128	100.0	%	$	266,123	100.0	%	$	135,976	100.0	%	$	108,671	100.0	%

(1)Adoption date of ASU 2016-13.

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

The following table shows the distribution of the ACL as a percentage of loans at the dates indicated:


	September 30, 2020		June 30, 2020		January 1, 2020 (1)

Residential portfolio segment	0.27	%	0.19	%	0.34	%
Commercial:
Commercial real estate	1.62	%	1.54	%	0.22	%
Commercial and industrial	1.34	%	1.38	%	1.12	%
Pinnacle	0.03	%	0.02	%	0.03	%
Bridge - franchise finance	4.03	%	3.12	%	1.44	%
Bridge - equipment finance	1.05	%	1.07	%	1.02	%
Total commercial	1.45	%	1.40	%	0.67	%
	1.15	%	1.12	%	0.59	%


~~(1)~~			~~Adoption date of ASU 2016-13.~~


~~(2)~~	~~Represents percentage of loans receivable in each category to total loans receivable.~~

(1)Adoption date of ASU 2016-13.

Changes in the ACL ~~for the first quarter of 2020:~~

~~The following chart depicts the changes in the ACL from December 31, 2019 to March 31, 2020 (in millions):~~

~~The increase in the ACL from January 1, 2020, the date of~~upon initial adoption of ASC 326, to March 31, 2020 was primarily due to changes in our reasonable and supportable economic forecast, in large part resulting from the estimated impact of the emerging COVID-19 pandemic, which added $93.3 million to the ACL. An increase in specific reserves, primarily related to the franchise finance portfolio, contributed an additional $16.1 million to the increase in the ACL for the three months ended March 31, 2020. The ACL for residential and other consumer loans decreased from January 1, 2020 to March 31,2020. This decline was primarily attributable to the introduction of a qualitative loss factor related to model imprecision.CECL

ASU 2016-13 was adopted effective January 1, 2020, increasing the ACL by $27.3 million. In general, the change in methodology resulted in increased reserves due to the transition to a lifetime expected loss model from an incurred loss model. However, as noted in the table above, there are certain CRE portfolios where the reserve decreased. This was mainly driven by the use of quantitative models to estimate the ACL ~~at the loan level, specific~~using a methodology tailored more specifically to loans in the Company's portfolio under CECL, instead of the peer group historical ~~losses~~loss rates utilized under the prior incurred loss model. Certain qualitative factors were also removed, as their impact was captured in the quantitative estimate under CECL.

Changes in the ACL ~~for~~subsequent to the ~~second quarter~~adoption of CECL

The increase in the ACL from the date of adoption of CECL to September 30, 2020 is a direct result of the impact of the COVID-19 pandemic on current and forecasted economic conditions and on our borrowers specifically, as evidenced in risk rating migration of the portfolio.

The ACL increased by ~~$15.5~~$8 million, to $274.1 million or 1.15% of loans at September 30, 2020 from ~~March 31, 2020 to~~$266.1 million or 1.12% of loans at June 30, 2020. At a high level, increases in the ACL for CRE portfolio segments offset a decline in the ACL for most other commercial portfolio segments during the quarter, while the ACL for the residential segment did not change materially.

Significant offsetting factors contributing to the change in the ACL for the ~~second~~third quarter are depicted in the chart below (in millions):

The ~~following charts depict~~ACL for the residential portfolio segment increased by $5.3 million, or from 0.19% to 0.27% of loans during the quarter ended September 30, 2020. This increase related primarily to changes in modeling assumptions about loans in forbearance, and to a lesser degree, changes in the ~~ACL~~economic forecast driven by ~~major portfolio segment from March 31, 2020 to June 30, 2020 (in millions):~~

the unemployment outlook. In the aggregate, the ACL for the CRE portfolio segments, including multi-family, non-owner occupied CRE and construction and land, increased by ~~$68.1~~$4.5 million during the quarter ended ~~June~~September 30, ~~2020. The primary factors contributing~~2020, from 1.54% to ~~this increase were:~~

~~deterioration in current economic conditions and in~~1.62% of loans, driven primarily by the ~~economic forecast, particularly unemployment levels and commercial property forecasts; and~~

~~a qualitative overlay based~~migration of loans from special mention to substandard accruing. The ACL on ~~data collected from borrowers reflecting recent deterioration in operating results or financial condition.~~

In the ~~aggregate, the ACL for the commercial~~franchise portfolio ~~segments declined~~increased by ~~$50.7~~$4.9 million during the quarter ended ~~June~~September 30, ~~2020. The largest segments in this group are commercial and industrial and owner-occupied CRE;~~2020, from 3.12% of loans to 4.03% of loans, primarily driven by risk rating migration during the ~~Bridge and Pinnacle portfolios are also included. The most significant offsetting factors contributing to this decrease were:~~

~~an increase~~quarter. Charge-offs for the quarter related ~~to deterioration in current economic conditions compared~~primarily to the ~~prior quarter-end, offset by a decrease related to the forward path~~$22.1 million charge-off of ~~the economic forecast, particularly the path of the volatility index and the S&P 500 index which improved from the prior quarter-end;~~one commercial relationship.

~~a decrease related to changes in assumptions about expected prepayments; and~~

~~an increase from a qualitative overlay based on data collected from borrowers that reflected recent deterioration in operating results or financial condition.~~

~~The ACL for the franchise finance portfolio declined in part due to charge-offs taken during the second quarter.~~

The econometric models we use to estimate expected credit losses ingest a wide array of national, regional and MSA level economic variables and data points. Some of the data points informing the reasonable and supportable economic forecast used in estimating the ACL at ~~June~~September 30, 2020 were:

~~Unemployment rates~~•National unemployment starting at ~~13.4% and declining~~8%, increasing to just over 9% by the end of 2020, ~~and~~declining to 7%8% by the end of ~~2021;~~2021 and trending down thereafter;

•Annualized growth in GDP starting at ~~negative (27%) with recovery beginning in~~27%, decreasing to 3% by the ~~third quarter~~end of 2020, ~~and returning to~~exceeding pre-recession levels ~~in 2023;~~by the end of 2023, averaging 4.3% for 2020 and 3.5% for 2021;

•VIX trailing average starting at ~~32, remaining elevated through 2020, and then~~26, trending ~~downward; and~~downward to 18 by the end of 2022;

•S&P 500 starting at ~~2900 and~~3,200, declining moderately ~~through~~in the fourth quarter of 2020 before ~~increasing.~~trending up, but staying below recent highs until mid-2022.

For additional information about the ACL, see Note 4 to the consolidated financial statements.

Deposits

Average balances and rates paid on deposits were as follows for the periods indicated (dollars in thousands):


	Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
	2020				2019				2020				2019					2020				2019				2020				2019
	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid			Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid		Average Balance		Average Rate Paid
Demand deposits:																	Demand deposits:
Non-interest bearing	$	5,313,009	—	%	$	3,932,716	—	%	$	4,840,781	—	%	$	3,769,828	—	%	Non-interest bearing	$	6,186,718	—	%	$	3,963,955	—	%	$	5,292,702	—	%	$	3,835,248	—	%
Interest bearing	2,448,545		0.78	%	1,773,912		1.41	%	2,311,086		1.02	%	1,738,393		1.38	%	Interest bearing	2,800,421		0.59	%	1,872,573		1.42	%	2,475,388		0.85	%	1,783,611		1.39	%
Money market	10,270,027		0.68	%	10,710,550		1.95	%	10,251,575		1.08	%	10,964,547		1.93	%	Money market	10,484,666		0.60	%	10,710,621		1.89	%	10,329,839		0.92	%	10,878,975		1.91	%
Savings	180,283		0.09	%	214,030		0.28	%	179,681		0.14	%	223,271		0.28	%	Savings	179,796		0.09	%	196,696		0.23	%	179,720		0.12	%	214,315		0.26	%
Time	7,096,097		1.59	%	6,944,862		2.40	%	7,303,083		1.82	%	6,926,041		2.34	%	Time	6,519,852		1.08	%	6,845,643		2.41	%	7,040,101		1.59	%	6,898,947		2.37	%
	$	25,307,961	0.80	%	$	23,576,070	1.70	%	$	24,886,206	1.07	%	$	23,622,080	1.68	%		$	26,171,453	0.57	%	$	23,589,488	1.67	%	$	25,317,750	0.90	%	$	23,611,096	1.68	%

The following table shows scheduled maturities of certificates of deposit with denominations greater than or equal to $100,000 as of ~~June~~September 30, 2020 (in thousands):

Three months or less $ 833,151
Over three through six months 967,778
Over six through twelve months 1,284,607
Over twelve months 166,568
$ 3,252,104


Three months or less	$	1,009,373
Over three through six months	908,323
Over six through twelve months	838,999
Over twelve months	139,500
	$	2,896,195

Borrowings

In addition to deposits, we utilize FHLB advances as a funding source; the advances provide us with additional flexibility in managing both term and cost of funding and in managing interest rate risk. FHLB advances are secured by FHLB stock, qualifying residential first mortgage and commercial real estate loans, and MBS.

We have utilized the Federal Reserve's PPPLF to fund PPP loans. These borrowings bear interest at 0.35%, are secured by PPP loans, and mature as the underlying PPP loans are repaid. FHLB and PPPLF borrowings consisted of the following at the dates indicated (in thousands):


	September 30, 2020		December 31, 2019
FHLB advances, net of hedge accounting fair value adjustments	$	3,423,810	$	4,480,501
PPPLF borrowings	694,650		—
	$	4,118,460	$	4,480,501

June 30, 2020 December 31, 2019
FHLB advances, net of hedge accounting fair value adjustments $ 3,999,573
$ 4,480,501
PPPLF borrowings 651,026
—
$ 4,650,599
$ 4,480,501

The contractual balance of FHLB advances outstanding at ~~June~~September 30, 2020 is scheduled to mature as follows (in thousands):


Maturing in:			Maturing in:
2020—One month or less	$	1,470,000	2020—One month or less	$	995,000
2020—Over one month	2,176,000		2020—Over one month	2,076,000
2021	250,000		2021	250,000

Thereafter	100,000		Thereafter	100,000
Total contractual balance outstanding	3,996,000		Total contractual balance outstanding	3,421,000
Cumulative fair value hedging adjustments	3,573		Cumulative fair value hedging adjustments	2,810
Carrying value	$	3,999,573	Carrying value	$	3,423,810

The table above reflects contractual maturities of outstanding FHLB advances, and does not incorporate the impact that interest rate swaps designated as hedges have on the duration of borrowings. See Note 7 to the consolidated financial statements for more information about derivative instruments.

Outstanding notes payable and other borrowings consisted of the following at the dates indicated (in thousands):


	September 30, 2020		December 31, 2019
Senior notes:
Principal amount of 4.875% senior notes maturing on November 17, 2025	$	400,000	$	400,000
Unamortized discount and debt issuance costs	(4,362)		(4,910)
	395,638		395,090
Subordinated notes:
Principal amount of 5.125% subordinated notes maturing on June 11, 2030	300,000		—
Unamortized discount and debt issuance costs	(6,012)		—
	293,988		—
Total outstanding notes payable	689,626		395,090
Finance leases	32,966		34,248
Notes and other borrowings	$	722,592	$	429,338

June 30, 2020 December 31, 2019
Senior notes:
Principal amount of 4.875% senior notes maturing on November 17, 2025 $ 400,000
$ 400,000
Unamortized discount and debt issuance costs (4,547 ) (4,910 )
395,453
395,090
Subordinated notes:
Principal amount of 5.125% subordinated notes maturing on June 11, 2030 300,000
—
Unamortized discount and debt issuance costs (6,116 ) —
293,884
—
Total outstanding notes payable 689,337
395,090
Finance leases 32,995
34,248
Notes and other borrowings $ 722,332
$ 429,338

Capital Resources

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 ~~June~~September 30, 2020 and December 31, 2019, BankUnited and the Company had capital levels that exceeded both the regulatory well-capitalized guidelines and all internal capital ratio targets.

The following table provides information regarding regulatory capital for the Company and the Bank as of ~~June~~September 30, 2020 (dollars in thousands):


	Actual				Required to be Considered Well Capitalized				Required to be Considered Adequately Capitalized				Required to be Considered Adequately Capitalized Including Capital Conservation Buffer					Actual				Required to be Considered Well Capitalized				Required to be Considered Adequately Capitalized				Required to be Considered Adequately Capitalized Including Capital Conservation Buffer
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio			Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
BankUnited, Inc.:																	BankUnited, Inc.:
Tier 1 leverage	$	2,874,094	8.46	%	N/A ⁽¹⁾		N/A⁽¹⁾		$	1,359,339	4.00	%	N/A⁽¹⁾		N/A⁽¹⁾		Tier 1 leverage	$	2,924,892	8.60	%	N/A (1)		N/A (1)		$	1,359,789	4.00	%	N/A (1)		N/A (1)
CET1 risk-based capital	$	2,874,094	12.19	%	$	1,533,087	6.50	%	$	1,061,368	4.50	%	$	1,651,017	7.00	%	CET1 risk-based capital	$	2,924,892	12.17	%	$	1,561,717	6.50	%	$	1,081,189	4.50	%	$	1,681,849	7.00	%
Tier 1 risk-based capital	$	2,874,094	12.19	%	$	1,886,876	8.00	%	$	1,415,157	6.00	%	$	2,004,806	8.50	%	Tier 1 risk-based capital	$	2,924,892	12.17	%	$	1,922,113	8.00	%	$	1,441,585	6.00	%	$	2,042,245	8.50	%
Total risk based capital	$	3,381,536	14.34	%	$	2,358,595	10.00	%	$	1,886,876	8.00	%	$	2,476,525	10.50	%	Total risk based capital	$	3,437,902	14.31	%	$	2,402,641	10.00	%	$	1,922,113	8.00	%	$	2,522,773	10.50	%
BankUnited:																	BankUnited:
Tier 1 leverage	$	3,147,423	9.29	%	$	1,694,528	5.00	%	$	1,355,622	4.00	%	N/A		N/A		Tier 1 leverage	$	3,220,494	9.51	%	$	1,692,880	5.00	%	$	1,354,304	4.00	%	N/A		N/A
CET1 risk-based capital	$	3,147,423	13.42	%	$	1,524,283	6.50	%	$	1,055,273	4.50	%	$	1,641,535	7.00	%	CET1 risk-based capital	$	3,220,494	13.48	%	$	1,552,865	6.50	%	$	1,075,060	4.50	%	$	1,672,316	7.00	%
Tier 1 risk-based capital	$	3,147,423	13.42	%	$	1,876,040	8.00	%	$	1,407,030	6.00	%	$	1,993,293	8.50	%	Tier 1 risk-based capital	$	3,220,494	13.48	%	$	1,911,218	8.00	%	$	1,433,414	6.00	%	$	2,030,669	8.50	%
Total risk based capital	$	3,354,864	14.31	%	$	2,345,050	10.00	%	$	1,876,040	8.00	%	$	2,462,303	10.50	%	Total risk based capital	$	3,433,504	14.37	%	$	2,389,023	10.00	%	$	1,911,218	8.00	%	$	2,508,474	10.50	%

(1) There is no Tier 1 leverage ratio component in the definition of a well-capitalized bank holding company.

The Company ~~initially~~has elected to phase-in the initial impact of adopting CECL for regulatory capital purposes, allowing CECL's regulatory capital effects to be phased in at 25 percent per year, beginning in the first year of adoption. As part of its response to the impact of COVID-19, our banking regulators issued an inter-agency interim final rule providing the option to temporarily delay the effects of CECL on regulatory capital for two years, followed by a three-year transition period. ~~The Company has elected to adopt the provisions of this interim final rule.~~

Total stockholders' equity decreased by approximately ~~$226~~$116.0 million at ~~June~~September 30, 2020 compared to December 31, 2019. The most significant reason for this decrease was the repurchase of common shares of $101 million, followed by ~~a comprehensive loss~~dividends declared of $66 million, offset by comprehensive income of $62 million for the ~~six~~nine months ended ~~June~~September 30, 2020. The comprehensive ~~loss~~income included retained earnings offset by an increase of ~~$111~~$50 million in accumulated other comprehensive loss, attributed to an increase in unrealized losses on ~~AFS securities and~~ derivative instruments. See the section of this Management's Discussion and Analysis entitled "Analysis of Financial Condition; Investment Securities" and Note 3 to the consolidated financial statements for further discussion of unrealized losses on AFS securities. Management expects to recover the entire amortized cost basis of its AFS securities. Unrealized losses on derivative instruments designated as hedging instruments were attributable to reductions in benchmark interest rates. Other factors contributing to the decrease in total stockholders equity were the initial adoption of ASU 2016-13 which impacted retained earnings by $24 million, and dividends in the amount of $44 million.

During the first quarter of 2020, the Company repurchased approximately 3.3 million shares of its common stock for an aggregate purchase price of $101 million, at a weighted average price of $30.36 per share. The Company has temporarily suspended its share repurchase program.

We believe we are well positioned, from a capital perspective, to withstand a severe downturn in the economy. In light of the COVID-19 crisis, uncertainty around its ultimate impact on the economy and, by extension, on our financial condition and results of operations, we have enhanced our stress testing framework. We have increased both the frequency of stress testing and the spectrum of scenarios utilized. One exercise we completed was to stress our March 31, 2020 loan portfolio using both the 2018 DFAST severely adverse scenario and the 2020 DFAST severely adverse scenario. The results of each of these stress tests projected regulatory capital ratios in excess of all well capitalized thresholds.

We have an active shelf registration statement on file with the SEC that allows the Company to periodically offer and sell in one or more offerings, individually or in any combination, our common stock, preferred stock and other non-equity securities. The shelf registration provides us with flexibility in issuing capital instruments and enables us to more readily access the capital markets as needed to pursue future growth opportunities and to ensure continued compliance with regulatory capital requirements. Our ability to issue securities pursuant to the shelf registration is subject to market conditions. We successfully accessed the capital markets in the second quarter of 2020, augmenting our regulatory Tier 2 capital with a $300 million issuance of subordinated notes.

Liquidity

Liquidity involves our ability to generate adequate funds to support planned interest earning asset growth, meet deposit withdrawal and credit line usage requests, maintain reserve requirements, conduct routine operations, pay dividends, service outstanding debt and meet other contractual obligations.

BankUnited's ongoing liquidity needs have been and continue to be met primarily by cash flows from operations, deposit growth, the investment portfolio, FHLB advances and ~~FHLB advances.~~more recently the PPPLF. For the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 net cash provided by operating activities was ~~$320.8~~$635 million and ~~$237.8~~$412 million, respectively.

The onset of the COVID-19 pandemic led to dislocation and volatility in funding and capital markets and evoked widespread concerns about the ongoing functioning of those markets, the availability of liquidity and the economy generally. In response, the Federal Reserve reduced its benchmark interest rate to a target level of 0 - 0.25% and has maintained it at that level to date, actively adjusted the size of its overnight and term repurchase agreement operations, reduced reserve requirements and the cost of discount window borrowings, encouraged banks to utilize the discount window and committed to purchasing large amounts of U.S. Treasury securities and MBS. The U.S. government has announced an unprecedented variety of additional stimulus and measures to support markets, the flow of credit, and systemic liquidity. These include the Primary Market Corporate Credit Facility, the Secondary Market Corporate Credit Facility, the Term Asset-Backed Securities Loan Facility, the Municipal Liquidity Facility, the Main Street New Loan Facility, the Main Street Expanded Loan Facility, Paycheck Protection Program loans, the ~~Paycheck Protection Program Liquidity Facility (PPPLF),~~PPPLF, the Commercial Paper Funding Facility, the Primary Dealer Credit Facility, and the Money Market Mutual Fund Liquidity Facility. These actions appear to have been effective in stabilizing market liquidity.

In response to the onset of COVID-19 and potential concerns that might arise about the stability of liquidity, we initially took a number of precautionary measures to ensure adequacy of liquidity. We took steps to optimize available same day liquidity. We increased the level of cash held on balance sheet, to be prepared to meet potential increased demand for deposit withdrawals and line usage, which to date have not materialized. While we took proactive steps to be prepared for disruptions in liquidity, the COVID-19 pandemic has not been a liquidity event; we have not experienced unusual volatility or stress on our liquidity position to date.

At ~~June~~September 30, 2020, available liquidity totaled approximately ~~$9.8~~$9.7 billion, including cash, borrowing capacity at the Federal Home Loan Bank of Atlanta and the Federal Reserve Discount Window, Federal Funds lines of credit, unpledged agency securities and availability under the PPPLF, as depicted in the following chart:

Additional sources of liquidity include cash flows from operations, wholesale deposits, and cash flow from the Bank's amortizing securities and loan portfolios. In the near-term, cash flows from the loan portfolio may be reduced as a result of temporary payment deferrals granted to borrowers. This has not to date and we do not currently expect it to materially impact our liquidity position. Management also has the ability to exert substantial control over the rate and timing of loan production,

and resultant requirements for liquidity to fund new loans. Since the onset of the COVID-19 pandemic, we have not experienced unusual deposit outflows or ~~volatility.~~volatility; we have, in fact experienced growth in deposits. Credit line usage, which we have monitored regularly since the onset of COVID-19, ~~has not deviated materially from~~never significantly exceeded and is currently below our trailing three year average. Our available liquidity may also change as the FHLB and Federal Reserve Bank reprice our collateral in the normal course of business based on ~~June 30, 2020~~ongoing quarterly valuations. Based on our ~~initial~~internal analysis, we do not expect the impact to be material to our overall liquidity position.

The ALCO policy has established several measures of liquidity which are typically monitored monthly by the ALCO and quarterly by the Board of Directors. In light of the COVID-19 situation, we have enhanced the frequency and extent of liquidity monitoring and reporting to both executive management and the Board of Directors.

The ALCO policy establishes limits for the ratio of available liquidity to volatile liabilities, the ratio of wholesale funding to total assets, the ratio of brokered deposits to total deposits and a government backed securities holding ratio, measured as the ratio of U.S. Government backed securities to total securities. At ~~June~~September 30, 2020 BankUnited was in compliance with all of these ALCO policy limits.

An additional primary measure of liquidity monitored by management is the 30-day total liquidity ratio, defined as (a) the sum of cash and cash equivalents, pledgeable securities and a measure of funds expected to be generated by operations over the next 30 days; divided by (b) the sum of potential deposit runoff, liabilities maturing within the 30 day time frame and a measure of funds expected to be used in operations over the next 30 days. ALCO policy thresholds stipulate that BankUnited’s liquidity is considered acceptable if the 30-day total liquidity ratio exceeds 100%. At ~~June~~September 30, 2020, BankUnited’s 30-day total liquidity ratio was ~~235%~~267%. Management also monitors a one-year liquidity ratio, defined as (a) cash and cash equivalents, pledgeable securities, unused borrowing capacity at the FHLB, and loans and non-agency securities maturing within one year; divided by (b) forecasted deposit outflows and borrowings maturing within one year. This ratio allows management to monitor liquidity over a longer time horizon. The acceptable threshold established by the ALCO for this liquidity measure is 100%. At ~~June~~September 30, 2020, BankUnited’s one-year liquidity ratio was ~~207%~~223%. Additional measures of liquidity regularly monitored by the ALCO include the ratio of FHLB advances to total funding, concentrations of large deposits, a measure of on balance sheet available liquidity and the ratio of non-interest bearing deposits to total deposits, which is reflective of the quality and cost, rather than the quantity, of available liquidity. The Company also has a comprehensive contingency liquidity funding plan and conducts a quarterly liquidity stress test, the results of which are reported to the risk committee of the Board of Directors.

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 capital markets and its own securities portfolio. There are regulatory limitations that may 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 the sources of funds described above.

Interest Rate Risk

A 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. A 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 thresholds established by the ALCO are approved at least annually by the Board of Directors or its Risk Committee.

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 twelve and twenty-four month periods in a most likely rate scenario based on consensus 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 changes in the interest rate environment, the economic climate and ~~economic climate.~~observed customer behavior. Currently, we are modeling instantaneous rate shocks of plus 100, plus 200, plus 300 and plus 400 basis point shifts as well as a variety of yield curve slope, negative rate and dynamic

balance sheet scenarios. 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 provides that net interest income sensitivity will be considered acceptable if decreases in forecast net interest income in specified parallel rate shock scenarios, generally by policy plus and minus 100, 200, 300 and 400 basis points, are within specified percentages of forecast net interest income in the most likely rate scenario over the next twelve months and in the second year. At ~~June~~September 30, 2020, the most likely rate scenario assumes that all indices are floored at 0%. We did not apply the ~~minus~~falling rate scenarios at ~~June~~September 30, 2020 due to the low level of current interest rates. The following table illustrates the thresholds set forth in the ALCO policy and the impact on forecasted net interest income in the indicated simulated scenarios at ~~June~~September 30, 2020 and December 31, 2019:


	Down 100		Plus 100		Plus 200		Plus 300		Plus 400			Down 100		Plus 100		Plus 200		Plus 300		Plus 400
Policy Thresholds:											Policy Thresholds:
In year 1	(6.0	)%	(6.0	)%	(10.0	)%	(14.0	)%	(18.0	)%	In year 1	(6.0)	%	(6.0)	%	(10.0)	%	(14.0)	%	(18.0)	%
In year 2	(9.0	)%	(9.0	)%	(13.0	)%	(17.0	)%	(21.0	)%	In year 2	(9.0)	%	(9.0)	%	(13.0)	%	(17.0)	%	(21.0)	%
Model Results at June 30, 2020 - increase (decrease):
Model Results at September 30, 2020 - increase:											Model Results at September 30, 2020 - increase:
In year 1	N/A		2.6	%	3.7	%	3.5	%	2.5	%	In year 1	N/A		2.9	%	4.2	%	4.0	%	3.2	%
In year 2	N/A		3.0	%	4.9	%	5.3	%	4.7	%	In year 2	N/A		4.1	%	5.8	%	5.8	%	5.1	%
Model Results at December 31, 2019 - increase (decrease):											Model Results at December 31, 2019 - increase (decrease):
In year 1	(1.1	)%	1.0	%	0.1	%	(2.1	)%	(5.1	)%	In year 1	(1.1)	%	1.0	%	0.1	%	(2.1)	%	(5.1)	%
In year 2	(4.8	)%	4.6	%	7.2	%	8.7	%	9.4	%	In year 2	(4.8)	%	4.6	%	7.2	%	8.7	%	9.4	%

Management also simulates changes in 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 eight rate scenarios, derived by implementing immediate parallel movements of plus and down 100, 200, 300 and 400 basis points from current rates. We did not simulate decreases in interest rates at ~~June~~September 30, 2020 due to the currently low level of market interest rates. The following table illustrates the acceptable thresholds as established by ALCO and the modeled change in EVE in the indicated scenarios at ~~June~~September 30, 2020 and December 31, 2019:

Down 100 Plus 100 Plus 200 Plus 300 Plus 400
Policy Thresholds (9.0 )% (9.0 )% (18.0 )% (27.0 )% (36.0 )%
Model Results at June 30, 2020 - increase (decrease): N/A 1.4 % (1.2 )% (5.1 )% (9.3 )%
Model Results at December 31, 2019 - increase (decrease): (1.5 )% (0.7 )% (3.1 )% (6.2 )% (9.7 )%


	Down 100		Plus 100		Plus 200		Plus 300		Plus 400
Policy Thresholds	(9.0)	%	(9.0)	%	(18.0)	%	(27.0)	%	(36.0)	%
Model Results at September 30, 2020 - increase (decrease):	N/A		1.0	%	(1.8)	%	(5.5)	%	(9.6)	%
Model Results at December 31, 2019 - decrease:	(1.5)	%	(0.7)	%	(3.1)	%	(6.2)	%	(9.7)	%

These measures fall within an acceptable level of interest rate risk per the thresholds established in the ALCO policy.

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 loan prepayment speeds 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 designated as cash flow or fair value hedging instruments are one of the tools we use to manage interest rate risk. These derivative instruments are used to mitigate exposure to changes in interest cash flows on variable rate borrowings and to changes in the fair value of fixed rate borrowings, in each case caused by fluctuations in benchmark interest rates, as well as to manage duration of liabilities. The fair value of derivative instruments designated as hedges is included in other assets and other liabilities in our consolidated balance sheets. Changes in fair value of derivative instruments designated as cash flow hedges are reported in accumulated other comprehensive income. Changes in the fair value of derivative instruments designated as fair value hedges are recognized in earnings, as is the offsetting gain or loss on the hedged item. At ~~June~~September 30, 2020, outstanding interest rate swaps designated as cash flow hedges had an aggregate notional amount of ~~$3.0~~$2.9 billion and outstanding interest rate swaps designated as fair value hedges had an aggregate notional amount of $250 million. The aggregate fair value of interest rate swaps designated as cash flow hedges included in other liabilities was ~~$7.2~~$6.6 million.

Interest rate swaps and caps not designated as hedges had an aggregate notional amount of ~~$3.0~~$3.1 billion at ~~June~~September 30, 2020. The aggregate fair value of these interest rate swaps and caps included in other assets was ~~$145.8~~$138.3 million and the aggregate fair

value included in other liabilities was ~~$44.9~~$42.9 million. These interest rate swaps and caps were entered into as accommodations to certain of our commercial borrowers. To mitigate interest rate risk associated with these derivatives, the Company enters into offsetting derivative positions with primary dealers.

See Note 7 to the consolidated financial statements for additional information about derivative financial instruments.

Off-Balance Sheet Arrangements

For more information on contractual obligations and commitments, see Note 11 to the consolidated financial statements, the Borrowings section of this MD&A and Off-Balance Sheet Arrangements in the MD&A of the Company's 2019 Annual report on Form 10-K.

Non-GAAP Financial Measures

PPNR is a non-GAAP financial measure. Management believes this measure is relevant to understanding the performance of the Company attributable to elements other than the provision for credit losses and the ability of the Company to generate earnings sufficient to cover estimated credit losses, particularly in view of the adoption of the CECL accounting methodology, which may impact comparability of operating results to prior periods. This measure also provides a meaningful basis for comparison to other financial institutions and is a measure frequently cited and requested by investors. The following table reconciles the non-GAAP financial measurement of PPNR to the comparable GAAP financial measurement of income before income taxes for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 and the three months ended ~~March 31,~~June 30, 2020 (in thousands):

Three Months Ended June 30, Three Months Ended March 31, Three Months Ended June 30, Six Months Ended June 30,
2020 2020 2019 2020 2019
Income (loss) before income taxes (GAAP) $ 96,904
$ (40,422 ) $ 108,882
$ 56,482
$ 199,067
Plus: Provision for (recovery of) credit losses 25,414
125,428
(2,747 ) 150,842
7,534
PPNR (non-GAAP) $ 122,318
$ 85,006
$ 106,135
$ 207,324
$ 206,601


	Three Months Ended September 30,		Three Months Ended June 30,		Three Months Ended September 30,		Nine Months Ended September 30,
	2020		2020		2019		2020		2019
Income before income taxes (GAAP)	$	85,912	$	96,904	$	100,401	$	142,394	$	299,468
Plus: Provision for credit losses	29,232		25,414		1,839		180,074		9,373
PPNR (non-GAAP)	$	115,144	$	122,318	$	102,240	$	322,468	$	308,841

Recurring operating expenses is a non-GAAP financial measure. Management believes disclosure of this measure provides readers with information that may be useful in comparing current period results to prior periods and in interpreting trends in operational costs, particularly in light of our BankUnited 2.0 initiative. The following table reconciles the non-GAAP financial measurement of recurring operating expenses to the comparable GAAP financial measurement of total non-interest expense for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Total non-interest expense (GAAP)	$	108,627	$	121,306	$	333,865	$	368,081

Less:
Depreciation of operating lease equipment	(12,315)		(11,582)		(37,137)		(34,883)
Loss on debt extinguishment	—		(3,796)		—		(3,796)
Costs incurred directly related to implementation of BankUnited 2.0	—		(1,985)		(334)		(14,493)
COVID-19 expenses	(531)		—		(2,050)		—
Recurring operating expenses (non-GAAP)	$	95,781	$	103,943	$	294,344	$	314,909

Three Months Ended June 30, Six Months Ended June 30,
2020 2019 2020 2019
Total non-interest expense (GAAP) $ 106,370
$ 120,085
$ 225,238
$ 246,775
Less:
Depreciation of operating lease equipment (12,219 ) (11,489 ) (24,822 ) (23,301 )
Costs incurred directly related to implementation of BankUnited 2.0 (255 ) (6,217 ) (334 ) (12,109 )
COVID-19 expenses (1,519 ) —
(1,519 ) —
Recurring operating expenses (non-GAAP) $ 92,377
$ 102,379
$ 198,563
$ 211,365

Tangible book value per common share is a non-GAAP financial measure. Management believes this measure is relevant to understanding the capital position and performance of the Company. Disclosure of this non-GAAP financial measure also provides a meaningful ~~base~~basis for comparison to other financial institutions as it is a metric commonly used in the banking industry. The following table reconciles the non-GAAP financial measurement of tangible book value per common share to the comparable GAAP financial measurement of book value per common share at ~~June 30, 2020~~the dates indicated (in thousands except share and per share data):


	September 30, 2020		June 30, 2020		December 31, 2019
Total stockholders’ equity	$	2,864,824	$	2,755,053	$	2,980,779
Less: goodwill and other intangible assets	77,641		77,652		77,674
Tangible stockholders’ equity	$	2,787,183	$	2,677,401	$	2,903,105

Common shares issued and outstanding	92,388,641		92,420,278		95,128,231

Book value per common share	$	31.01	$	29.81	$	31.33

Tangible book value per common share	$	30.17	$	28.97	$	30.52

Total stockholders’ equity $ 2,755,053
Less: goodwill and other intangible assets 77,652
Tangible stockholders’ equity $ 2,677,401

Common shares issued and outstanding 92,420,278

Book value per common share $ 29.81

Tangible book value per common share $ 28.97

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See the section entitled “Interest Rate Risk” included in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Form 10-Q, 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.

Effective January 1, 2020, the Company adopted ASU 2016-13. The Company designed new controls and modified existing controls as part of its adoption. These additional internal controls over financial reporting included controls over model governance, assumptions, the determination of a reasonable and supportable economic forecast, and expanded controls over loan level data.

During the quarter ended ~~June~~September 30, 2020, there were no changes in the Company's internal control over financial reporting, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. We have focused on insuring that our technology systems and internal controls continue to operate effectively in a remote work environment and have not identified any instances in which our control environment has failed to operate effectively. We are continually monitoring and assessing any impact of the COVID-19 situation on our internal controls to address impacts to their design, implementation and operating effectiveness.

PART II. OTHER INFORMATION

Item 1. 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 currently available information and the 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.

We received a subpoena from the United States Department of Justice in October 2019 requesting documentation related to the taxi medallion line of business formerly conducted by the Bank. We are cooperating with this investigation.

Item 1A. Risk Factors

The COVID-19 pandemic has caused substantial disruption to the global ~~economy~~and domestic economies which has adversely affected, and is expected to continue to adversely affect, the Company’s business and results of operations. The future impacts of the COVID-19 pandemic on the global ~~economy~~and domestic economies and the Company’s business, results of operations and financial condition remains uncertain.

In March 2020, the World Health Organization declared novel coronavirus disease 2019 (COVID-19) as a global pandemic. The pandemic has resulted in governmental authorities implementing numerous measures attempting to contain the spread and impact of COVID-19 such as travel bans and restrictions, quarantines, shelter in place orders, and limitations on business activities, including in major markets in which the Company and its clients are located or do business. The COVID-19 pandemic, and governmental responses to the pandemic, have severely negatively impacted the global ~~economy,~~and domestic economies, disrupted ~~global~~ supply chains, lowered some equity market valuations, particularly those of financial institutions such as the Company, created significant volatility and disruption in financial markets, and increased unemployment levels.

This macroeconomic environment has had, and could continue to have, an adverse effect on the Company’s business and operations. Should ~~current~~ economic impacts of COVID-19 persist or ~~continue to~~further deteriorate, this macroeconomic environment could have a continued adverse effect on our business and operations, including, but not limited to, decreased demand for the Company’s products and services, protracted periods of lower interest rates which may negatively impact the Company's net interest margin, loss of income resulting from forbearances, deferrals and fee waivers provided by the Company to its consumer and commercial borrowers, increased credit losses due to deterioration in the financial condition of our consumer and commercial borrowers, including declining asset and collateral values, which may continue to increase our provision for credit losses and net charge-offs and possible constraints on liquidity and capital, ~~whether due~~including those related to increases in risk-weighted assets related to supporting client activities or to regulatory actions. The business operations of the Company may also be disrupted if significant portions of its workforce or those of vendors or third-party service providers are unable to work effectively, including because of illness, quarantines, government actions, restrictions in connection with the pandemic, and technology limitations and/or disruptions. The Company also faces an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of the pandemic on market and economic conditions and actions taken by governmental authorities in response to those conditions.

The extent to which the COVID-19 pandemic impacts the Company’s business, results of operations, and financial condition, as well as its regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic. Moreover, the effects of the COVID-19 pandemic may heighten many of the other risks described in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K including, but not limited to, financial market conditions, economic conditions, credit risk, interest rate risk, risk of security breaches and technology changes.

There have been no material changes in the other risk factors disclosed by the Company in its 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 6.

Exhibits

Exhibit

Number

Description

Location

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

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

Filed herewith

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

Filed herewith

101.INS

The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL 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

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this ~~7th~~5th day of ~~August~~November 2020.



	/s/ Rajinder P. Singh
			Rajinder P. Singh
			Chairman, President and Chief Executive Officer


			/s/ Leslie N. Lunak
			Leslie N. Lunak
			Chief Financial Officer

8380


				Page

			~~Page~~

	Glossary of Defined Terms		ii

PART I.		FINANCIAL INFORMATION

ITEM 1.		Financial Statements (Unaudited)
		Consolidated Balance Sheets		1
		Consolidated Statements of Income		2
		Consolidated Statements of Comprehensive Income		3
		Consolidated Statements of Cash Flows		4
		Consolidated Statements of Stockholders’ Equity		6
		Notes to Consolidated Financial Statements		7

ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		41

ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk		7981

ITEM 4.		Controls and Procedures		8081

PART II.		OTHER INFORMATION

ITEM 1.		Legal Proceedings		8081

ITEM 1A.		Risk Factors		8082

ITEM 2.		Unregistered Sales of Equity Securities and Use of Proceeds		8182

ITEM 6.		Exhibits		8283

SIGNATURES				8384



	June 30, 2020			December 31, 2019
ASSETS
Cash and due from banks:
Non-interest bearing	$	10,599		$	7,704
Interest bearing	391,632			206,969
Cash and cash equivalents	402,231			214,673
Investment securities (including securities recorded at fair value of $8,683,628 and $7,759,237)	8,693,628			7,769,237
Non-marketable equity securities	233,051			253,664
Loans held for sale	2,623			37,926
Loans	23,834,889			23,154,988
Allowance for credit losses	(266,123		)	(108,671		)
Loans, net	23,568,766			23,046,317
Bank owned life insurance	292,012			282,151
Operating lease equipment, net	689,965			698,153
Goodwill and other intangible assets	77,652			77,674
Other assets	785,971			491,498
Total assets	$	34,745,899		$	32,871,293

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Demand deposits:
Non-interest bearing	$	5,883,362		$	4,294,824
Interest bearing	2,865,944			2,130,976
Savings and money market	10,590,315			10,621,544
Time	6,730,803			7,347,247
Total deposits	26,070,424			24,394,591
Federal funds purchased	100,000			100,000
FHLB and PPPLF borrowings	4,650,599			4,480,501
Notes and other borrowings	722,332			429,338
Other liabilities	447,491			486,084
Total liabilities	31,990,846			29,890,514

Commitments and contingencies

Stockholders' equity:
Common stock, par value $0.01 per share, 400,000,000 shares authorized; 92,420,278 and 95,128,231 shares issued and outstanding	924			951
Paid-in capital	991,509			1,083,920
Retained earnings	1,905,639			1,927,735
Accumulated other comprehensive loss	(143,019		)	(31,827		)
Total stockholders' equity	2,755,053			2,980,779
Total liabilities and stockholders' equity	$	34,745,899		$	32,871,293



	Three Months Ended June 30, 2020			Six Months Ended June 30, 2020
Amount related to funded portion of loans	$	31,584		$	153,449
Amount related to off-balance sheet credit exposures	(6,170		)	(2,607		)
Provision for credit losses	$	25,414		$	150,842



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Residential and other consumer:
1-4 single family residential	$	12,732	$	11,011
Commercial:
Multi-family	25,066		25,248
Non-owner occupied commercial real estate	24,599		21,563
Construction and land	9,604		9,730
Owner occupied commercial real estate	12,741		12,124
Commercial and industrial	32,690		30,564
Commercial lending subsidiaries	18,082		19,982
	122,782		119,211
	$	135,514	$	130,222



	June 30, 2019								Losses from Fair Value Changes
	Level 1		Level 2		Level 3		Total		Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
OREO and repossessed assets	$	—	$	—	$	1,557	$	1,557	$	(203	)	$	(221	)
Impaired loans	$	—	$	—	$	15,385	$	15,385	$	(529	)	$	(279	)



Commitments to fund loans	$	770,860
Commitments to purchase loans	733,451
Unfunded commitments under lines of credit	3,145,104
Commercial and standby letters of credit	88,438
	$	4,737,853



	Three Months Ended June 30,							Three Months Ended March 31,							Three Months Ended June 30,
	2020							2020							2019
	Average Balance			Interest ⁽¹⁾⁽²⁾		Yield/ Rate ⁽¹⁾⁽²⁾		Average Balance			Interest ⁽¹⁾⁽²⁾		Yield/ Rate ⁽¹⁾⁽²⁾		Average Balance			Interest ⁽¹⁾⁽²⁾		Yield/ Rate ⁽¹⁾⁽²⁾
Assets:
Interest earning assets:
Loans	$	23,534,684		$	217,691	3.71	%	$	22,850,065		238,108		4.18	%	$	22,505,138		$	253,766	4.52	%
Investment securities ⁽³⁾	8,325,217			51,684		2.48	%	8,107,649			56,951		2.81	%	8,187,518			73,867		3.61	%
Other interest earning assets	765,848			2,908		1.53	%	646,628			3,720		2.31	%	525,563			5,069		3.87	%
Total interest earning assets	32,625,749			272,283		3.35	%	31,604,342			298,779		3.79	%	31,218,219			332,702		4.27	%
Allowance for credit losses	(254,396		)					(138,842		)					(117,206		)
Non-interest earning assets	1,976,398							1,749,752							1,589,286
Total assets	$	34,347,751						$	33,215,252						$	32,690,299
Liabilities and Stockholders' Equity:
Interest bearing liabilities:
Interest bearing demand deposits	$	2,448,545		4,722		0.78	%	$	2,173,628		6,959		1.29	%	$	1,773,912		6,225		1.41	%
Savings and money market deposits	10,450,310			17,447		0.67	%	10,412,202			37,756		1.46	%	10,924,580			52,191		1.92	%
Time deposits	7,096,097			28,018		1.59	%	7,510,070			38,107		2.04	%	6,944,862			41,571		2.40	%
Total interest bearing deposits	19,994,952			50,187		1.01	%	20,095,900			82,822		1.66	%	19,643,354			99,987		2.04	%
Short term borrowings	119,835			32		0.11	%	94,066			367		1.57	%	127,242			771		2.42	%
FHLB and PPPLF borrowings	4,961,376			21,054		1.71	%	4,414,830			25,084		2.29	%	5,028,418			30,263		2.41	%
Notes and other borrowings	493,278			6,168		5.00	%	429,099			5,290		4.93	%	405,726			5,325		5.25	%
Total interest bearing liabilities	25,569,441			77,441		1.22	%	25,033,895			113,563		1.82	%	25,204,740			136,346		2.17	%
Non-interest bearing demand deposits	5,313,009							4,368,553							3,932,716
Other non-interest bearing liabilities	820,439							749,100							601,703
Total liabilities	31,702,889							30,151,548							29,739,159
Stockholders' equity	2,644,862							3,063,704							2,951,140
Total liabilities and stockholders' equity	$	34,347,751						$	33,215,252						$	32,690,299
Net interest income				$	194,842						$	185,216						$	196,356
Interest rate spread						2.13	%						1.97	%						2.10	%
Net interest margin						2.39	%						2.35	%						2.52	%



Loans secured by stabilized properties subject to rent regulation	$	957,439
Loans secured by non-stabilized properties subject to rent regulation	58,333
	$	1,015,772



DSCR
Less than 1.11	$	101,129
1.11 - 1.24	284,101
1.25 - 1.50	288,910
1.51 or greater	283,299
	$	957,439



LTV
Less than 50%	$	243,997
50% - 65%	610,258
66% - 75%	97,524
More than 75%	5,660
	$	957,439



Years Ending December 31:
2020	$	78,492
2021	60,237
2022	70,404
2023	40,812
2024	14,553
Thereafter through 2034	335,829
	$	600,327



	First Deferral Granted					Re-Deferral Requested
	Loan Count	UPB		% of Portfolio		Loan Count	UPB		% of Portfolio
CRE - Property Type:
Retail	119	$	769,025	53	%	8	$	75,890	5	%
Hotel	93	536,826		86	%	21	298,388		48	%
Office	30	372,796		18	%	2	54,243		3	%
Multifamily	37	276,711		14	%	2	12,083		1	%
Industrial	14	97,776		13	%	—	—		—	%
Other	1	1,060		1	%	—	—		—	%
Total CRE - Property Type	294	$	2,054,194	29	%	33	$	440,604	6	%
C&I - Industry
Accommodation and Food Services	89	$	106,288	30	%	21	$	65,729	18	%
Retail Trade	221	68,299		20	%	4	21,575		7	%
Health Care and Social Assistance	126	59,305		12	%	—	—		—	%
Manufacturing	35	57,026		15	%	1	9,066		2	%
Other	265	178,512		3	%	1	4,169		—	%
Total C&I - Industry	736	469,430		7	%	27	100,539		1	%
BFG - Equipment	35	35,278		6	%	—	—		—	%
BFG - Franchise	362	459,590		74	%	82	155,321		25	%
Total Commercial	1,427	$	3,018,492	17	%	142	$	696,464	4	%



	June 30, 2020				March 31, 2020				January 1, 2020 ⁽¹⁾				December 31, 2019
	Total		%⁽²⁾		Total		%⁽²⁾		Total		%⁽²⁾		Total		%⁽²⁾
Residential portfolio segment	$	10,695	23.5	%	$	12,576	24.4	%	$	19,252	24.5	%	$	11,154	24.5	%

Multi-family	21,049		7.9	%	13,087		8.5	%	4,244		9.6	%	5,024		9.6	%
Non-owner occupied commercial real estate	84,436		20.7	%	25,078		21.5	%	9,798		21.7	%	23,240		21.7	%
Construction and land	3,384		1.0	%	2,610		1.0	%	2,618		1.1	%	764		1.1	%
CRE portfolio segment	108,869				40,775				16,660				29,028

Owner occupied commercial real estate	36,416		8.6	%	50,685		8.7	%	31,306		8.9	%	8,066		8.9	%
Commercial and industrial	84,142		28.1	%	106,964		25.3	%	52,326		23.4	%	43,485		23.4	%
Pinnacle	238		5.1	%	585		5.0	%	411		5.2	%	720		5.2	%
Bridge - franchise finance	19,446		2.6	%	32,910		2.8	%	9,030		2.6	%	9,163		2.6	%
Bridge - equipment finance	6,317		2.5	%	6,084		2.8	%	6,991		3.0	%	7,055		3.0	%
Commercial portfolio segment	146,559				197,228				100,064				68,489
	$	266,123	100.0	%	$	250,579	100.0	%	$	135,976	100.0	%	$	108,671	100.0	%



Three months or less	$	833,151
Over three through six months	967,778
Over six through twelve months	1,284,607
Over twelve months	166,568
	$	3,252,104