UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ~~September~~June 30, ~~2020~~2021

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

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 ~~November 3, 2020~~August 2, 2021 was ~~92,387,292.~~92,820,882.

BANKUNITED, INC.

Form 10-Q

For the Quarter Ended ~~September~~June 30, ~~2020~~2021

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
ARM						Adjustable rate mortgage
ASC						Accounting Standards Codification
ASU						Accounting Standards Update





BKU						BankUnited, Inc.
BankUnited						BankUnited, National Association
The Bank						BankUnited, National Association
~~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


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

FASB						Financial Accounting Standards Board

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
GLB Act						The Gramm-Leach-Bliley Financial Modernization Act of 1999
GNMA						Government National Mortgage Association

HPI						Home price indices
HTM						Held to maturity
IPO						Initial public offering

ISDA						International Swaps and Derivatives Association


LGD						Loss Given Default
LIBOR						London InterBank Offered Rate

LTV

Loan-to-value

MBS

Mortgage-backed securities

MSA

Metropolitan Statistical Area

MSLF

Federal Reserve Main Street Lending Facility

MWL

Mortgage warehouse lending

Non-OOCRE

Non-owner occupied commercial real estate

NRSRO

Nationally recognized statistical rating organization

OCI

Other comprehensive income

~~OFAC~~

~~U.S. Department of the Treasury's Office of Foreign Assets Control~~

OOCRE

Owner occupied commercial real estate

OREO

Other real estate owned

~~OTTI~~

~~Other than temporary impairment~~

PCD

Purchased credit-deteriorated

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

PSU

Performance Share Unit

REIT

Real Estate Investment Trust

RSU

Restricted Share Unit

SBA

U.S. Small Business Administration

~~SBF~~

~~Small Business Finance Unit~~

SEC

Securities and Exchange Commission

~~SOFR~~

~~Secured Overnight Financing Rate~~

S&P 500

Standard & Poor's 500 Index

TDR

Troubled-debt restructuring

Tri-State

New York, New Jersey and Connecticut

UPB

Unpaid principal balance

VA loan

Loan guaranteed by the U.S. Department of Veterans Affairs

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)


		September 30, 2020		December 31, 2019			June 30, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Cash and due from banks:	Cash and due from banks:					Cash and due from banks:
Non-interest bearing	Non-interest bearing	$	175	$	7,704	Non-interest bearing	$	17,902	$	20,233
Interest bearing	Interest bearing	369,601		206,969		Interest bearing	877,446		377,483
Cash and cash equivalents	Cash and cash equivalents	369,776		214,673		Cash and cash equivalents	895,348		397,716
Investment securities (including securities recorded at fair value of $9,290,883 and $7,759,237)		9,300,883		7,769,237
Investment securities (including securities recorded at fair value of $10,222,035 and $9,166,683)						Investment securities (including securities recorded at fair value of $10,222,035 and $9,166,683)	10,232,035		9,176,683
Non-marketable equity securities	Non-marketable equity securities	208,614		253,664		Non-marketable equity securities	164,959		195,865
Loans held for sale	Loans held for sale	3,816		37,926		Loans held for sale	0		24,676
Loans	Loans	23,779,315		23,154,988		Loans	22,885,074		23,866,042
Allowance for credit losses	Allowance for credit losses	(274,128)		(108,671)		Allowance for credit losses	(175,642)		(257,323)
Loans, net	Loans, net	23,505,187		23,046,317		Loans, net	22,709,432		23,608,719
Bank owned life insurance	Bank owned life insurance	292,773		282,151		Bank owned life insurance	303,519		294,629
Operating lease equipment, net	Operating lease equipment, net	676,321		698,153		Operating lease equipment, net	667,935		663,517

Goodwill and other intangible assets		77,641		77,674
Goodwill						Goodwill	77,637		77,637
Other assets	Other assets	593,586		491,498		Other assets	649,422		571,051
Total assets	Total assets	$	35,028,597	$	32,871,293	Total assets	$	35,700,287	$	35,010,493

LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:	Liabilities:					Liabilities:
Demand deposits:	Demand deposits:					Demand deposits:
Non-interest bearing	Non-interest bearing	$	6,789,622	$	4,294,824	Non-interest bearing	$	8,834,228	$	7,008,838
Interest bearing	Interest bearing	2,916,891		2,130,976		Interest bearing	3,218,441		3,020,039
Savings and money market	Savings and money market	11,002,794		10,621,544		Savings and money market	13,578,526		12,659,740
Time	Time	5,887,903		7,347,247		Time	2,978,074		4,807,199
Total deposits	Total deposits	26,597,210		24,394,591		Total deposits	28,609,269		27,495,816
Federal funds purchased	Federal funds purchased	180,000		100,000		Federal funds purchased	0		180,000
FHLB and PPPLF borrowings		4,118,460		4,480,501
FHLB advances						FHLB advances	2,681,505		3,122,999
Notes and other borrowings	Notes and other borrowings	722,592		429,338		Notes and other borrowings	721,639		722,495
Other liabilities	Other liabilities	545,511		486,084		Other liabilities	526,331		506,171
Total liabilities	Total liabilities	32,163,773		29,890,514		Total liabilities	32,538,744		32,027,481

Commitments and contingencies	Commitments and contingencies					Commitments and contingencies	0		0

Stockholders' equity:	Stockholders' equity:					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
Common stock, par value $0.01 per share, 400,000,000 shares authorized; 93,238,553 and 93,067,500 shares issued and outstanding						Common stock, par value $0.01 per share, 400,000,000 shares authorized; 93,238,553 and 93,067,500 shares issued and outstanding	932		931
Paid-in capital	Paid-in capital	995,438		1,083,920		Paid-in capital	1,011,786		1,017,518
Retained earnings	Retained earnings	1,950,288		1,927,735		Retained earnings	2,173,698		2,013,715
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(81,826)		(31,827)		Accumulated other comprehensive loss	(24,873)		(49,152)
Total stockholders' equity	Total stockholders' equity	2,864,824		2,980,779		Total stockholders' equity	3,161,543		2,983,012
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	35,028,597	$	32,871,293	Total liabilities and stockholders' equity	$	35,700,287	$	35,010,493

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,				Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019				2021		2020		2021		2020
Interest income:	Interest income:										Interest income:
Loans	Loans	$	208,646	$	248,770	$	656,943	$	738,766		Loans	$	202,520	$	213,938	$	407,855	$	448,297
Investment securities	Investment securities	44,604		69,413		151,596		218,554			Investment securities	37,674		50,932		76,175		106,992
Other	Other	1,322		5,219		7,950		15,140			Other	1,607		2,908		3,200		6,628
Total interest income	Total interest income	254,572		323,402		816,489		972,460			Total interest income	241,801		267,778		487,230		561,917
Interest expense:	Interest expense:										Interest expense:
Deposits	Deposits	37,681		99,483		170,690		296,891			Deposits	17,316		50,187		39,692		133,009
Borrowings	Borrowings	29,412		38,229		87,407		108,095			Borrowings	26,174		27,254		52,987		57,995
Total interest expense	Total interest expense	67,093		137,712		258,097		404,986			Total interest expense	43,490		77,441		92,679		191,004
Net interest income before provision for credit losses	Net interest income before provision for credit losses	187,479		185,690		558,392		567,474			Net interest income before provision for credit losses	198,311		190,337		394,551		370,913
Provision for credit losses		29,232		1,839		180,074		9,373
Provision for (recovery of) credit losses											Provision for (recovery of) credit losses	(27,534)		25,414		(55,523)		150,842
Net interest income after provision for credit losses	Net interest income after provision for credit losses	158,247		183,851		378,318		558,101			Net interest income after provision for credit losses	225,845		164,923		450,074		220,071
Non-interest income:	Non-interest income:										Non-interest income:
Deposit service charges and fees	Deposit service charges and fees	4,040		4,269		11,927		12,389			Deposit service charges and fees	5,417		3,701		10,317		7,887
Gain on sale of loans, net	Gain on sale of loans, net	2,953		5,163		10,745		10,220			Gain on sale of loans, net	2,234		4,326		3,988		7,792
Gain on investment securities, net	Gain on investment securities, net	7,181		3,835		10,564		13,736			Gain on investment securities, net	4,155		6,836		6,520		3,383
Lease financing	Lease financing	13,934		18,583		45,565		52,774			Lease financing	13,522		16,150		26,010		31,631
Other non-interest income	Other non-interest income	8,184		6,006		19,140		20,329			Other non-interest income	7,429		7,338		16,218		10,956
Total non-interest income	Total non-interest income	36,292		37,856		97,941		109,448			Total non-interest income	32,757		38,351		63,053		61,649
Non-interest expense:	Non-interest expense:										Non-interest expense:
Employee compensation and benefits	Employee compensation and benefits	48,448		57,102		156,212		179,586			Employee compensation and benefits	56,459		48,877		115,747		107,764
Occupancy and equipment	Occupancy and equipment	12,170		14,673		36,440		42,477			Occupancy and equipment	11,492		11,901		23,367		24,270
Deposit insurance expense	Deposit insurance expense	5,886		3,781		15,095		12,849			Deposit insurance expense	4,222		4,806		11,672		9,209
Professional fees	Professional fees	2,436		2,923		8,771		17,731			Professional fees	2,139		3,131		4,051		6,335
Technology and telecommunications	Technology and telecommunications	15,435		10,994		42,056		34,175			Technology and telecommunications	16,851		14,025		32,592		26,621
Depreciation of operating lease equipment	Depreciation of operating lease equipment	12,315		11,582		37,137		34,883			Depreciation of operating lease equipment	12,834		12,219		25,051		24,822
Loss on debt extinguishment		—		3,796		—		3,796

Other non-interest expense	Other non-interest expense	11,937		16,455		38,154		42,584			Other non-interest expense	14,455		11,411		29,193		26,217
Total non-interest expense	Total non-interest expense	108,627		121,306		333,865		368,081			Total non-interest expense	118,452		106,370		241,673		225,238
Income before income taxes	Income before income taxes	85,912		100,401		142,394		299,468			Income before income taxes	140,150		96,904		271,454		56,482
Provision for income taxes	Provision for income taxes	19,353		24,182		30,278		75,826			Provision for income taxes	36,176		20,396		68,666		10,925
Net income	Net income	$	66,559	$	76,219	$	112,116	$	223,642		Net income	$	103,974	$	76,508	$	202,788	$	45,557
Earnings per common share, basic	Earnings per common share, basic	$	0.70	$	0.78	$	1.17	$	2.23		Earnings per common share, basic	$	1.12	$	0.80	$	2.18	$	0.47
Earnings per common share, diluted	Earnings per common share, diluted	$	0.70	$	0.77	$	1.17	$	2.23		Earnings per common share, diluted	$	1.11	$	0.80	$	2.17	$	0.47

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,				Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019				2021		2020		2021		2020

Net income	Net income	$	66,559	$	76,219	$	112,116	$	223,642		Net income	$	103,974	$	76,508	$	202,788	$	45,557
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:										Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on investment securities available for sale:	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		49,829		8,358		25,074		53,301
Net unrealized holding gain (loss) arising during the period											Net unrealized holding gain (loss) arising during the period	13,926		188,405		(8,559)		(24,755)
Reclassification adjustment for net securities gains realized in income	Reclassification adjustment for net securities gains realized in income	(1,685)		(2,518)		(7,089)		(8,568)			Reclassification adjustment for net securities gains realized in income	(2,118)		(4,264)		(5,073)		(5,404)
Net change in unrealized gain (loss) on securities available for sale		48,144		5,840		17,985		44,733
Net change in unrealized gains (losses) on securities available for sale											Net change in unrealized gains (losses) on securities available for sale	11,808		184,141		(13,632)		(30,159)
Unrealized losses on derivative instruments:	Unrealized losses on derivative instruments:										Unrealized losses on derivative instruments:
Net unrealized holding gain (loss) arising during the period	Net unrealized holding gain (loss) arising during the period	1,251		(16,774)		(90,633)		(74,667)			Net unrealized holding gain (loss) arising during the period	(8,944)		(11,070)		15,667		(91,884)
Reclassification adjustment for net (gains) losses realized in income		11,798		(374)		22,649		(3,616)
Reclassification adjustment for net losses realized in income											Reclassification adjustment for net losses realized in income	11,088		7,502		22,244		10,851
Net change in unrealized losses on derivative instruments	Net change in unrealized losses on derivative instruments	13,049		(17,148)		(67,984)		(78,283)			Net change in unrealized losses on derivative instruments	2,144		(3,568)		37,911		(81,033)
Other comprehensive income (loss)	Other comprehensive income (loss)	61,193		(11,308)		(49,999)		(33,550)			Other comprehensive income (loss)	13,952		180,573		24,279		(111,192)
Comprehensive income		$	127,752	$	64,911	$	62,117	$	190,092
Comprehensive income (loss)											Comprehensive income (loss)	$	117,926	$	257,081	$	227,067	$	(65,635)

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,				Six Months Ended June 30,
		2020		2019				2021		2020
Cash flows from operating activities:	Cash flows from operating activities:						Cash flows from operating activities:
Net income	Net income	$	112,116	$	223,642		Net income	$	202,788	$	45,557
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:							Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization and accretion, net	Amortization and accretion, net	(20,102)		(30,550)			Amortization and accretion, net	(15,124)		(11,590)
Provision for credit losses		180,074		9,373

Provision for (recovery of) credit losses							Provision for (recovery of) credit losses	(55,523)		150,842

Gain on sale of loans, net	Gain on sale of loans, net	(10,745)		(10,220)			Gain on sale of loans, net	(3,988)		(7,792)

Gain on investment securities, net	Gain on investment securities, net	(10,564)		(13,736)			Gain on investment securities, net	(6,520)		(3,383)
Equity based compensation	Equity based compensation	12,286		16,967			Equity based compensation	12,414		7,351
Depreciation and amortization	Depreciation and amortization	54,377		53,105			Depreciation and amortization	37,089		35,691
Deferred income taxes	Deferred income taxes	(27,304)		22,278			Deferred income taxes	1,218		(769)
Loss on debt extinguishment		—		3,796

Proceeds from sale of loans held for sale	Proceeds from sale of loans held for sale	498,431		317,027			Proceeds from sale of loans held for sale	455,996		369,807
Loans originated for sale, net of repayments	Loans originated for sale, net of repayments	(21,780)		(68,665)			Loans originated for sale, net of repayments	0		(17,681)
Other:	Other:						Other:
Decrease in other assets		2,509		20,288
Decrease in other liabilities		(134,363)		(131,066)
Increase in other assets							Increase in other assets	(132,384)		(23,101)
(Decrease) increase in other liabilities							(Decrease) increase in other liabilities	81,833		(224,093)
Net cash provided by operating activities	Net cash provided by operating activities	634,935		412,239			Net cash provided by operating activities	577,799		320,839

Cash flows from investing activities:	Cash flows from investing activities:						Cash flows from investing activities:

Purchase of investment securities	Purchase of investment securities	(3,356,639)		(3,176,833)			Purchase of investment securities	(3,145,279)		(2,263,847)
Proceeds from repayments and calls of investment securities	Proceeds from repayments and calls of investment securities	912,403		1,057,043			Proceeds from repayments and calls of investment securities	1,265,922		587,139
Proceeds from sale of investment securities	Proceeds from sale of investment securities	930,757		2,297,121			Proceeds from sale of investment securities	800,056		547,337
Purchase of non-marketable equity securities	Purchase of non-marketable equity securities	(134,938)		(319,387)			Purchase of non-marketable equity securities	(1,200)		(128,562)
Proceeds from redemption of non-marketable equity securities	Proceeds from redemption of non-marketable equity securities	179,988		313,650			Proceeds from redemption of non-marketable equity securities	32,106		149,175
Purchases of loans	Purchases of loans	(2,082,695)		(1,636,932)			Purchases of loans	(2,271,081)		(1,085,437)
Loan originations, repayments and resolutions, net		1,000,352		332,246
Loan originations and repayments, net							Loan originations and repayments, net	2,638,153		68,012
Proceeds from sale of loans, net	Proceeds from sale of loans, net	11,604		205,869			Proceeds from sale of loans, net	183,263		11,604

Acquisition of operating lease equipment	Acquisition of operating lease equipment	(19,597)		(38,312)			Acquisition of operating lease equipment	(38,875)		(19,118)
Other investing activities	Other investing activities	(12,328)		(27,005)			Other investing activities	(5,183)		(10,663)
Net cash used in investing activities	Net cash used in investing activities	(2,571,093)		(992,540)			Net cash used in investing activities	(542,118)		(2,144,360)
				(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,				Six Months Ended June 30,
		2020		2019				2021		2020
Cash flows from financing activities:	Cash flows from financing activities:						Cash flows from financing activities:
Net increase in deposits	Net increase in deposits	2,202,619		482,205			Net increase in deposits	1,113,453		1,675,833
Net increase in federal funds purchased		80,000		0
Net decrease in federal funds purchased							Net decrease in federal funds purchased	(180,000)		0
Additions to FHLB and PPPLF borrowings	Additions to FHLB and PPPLF borrowings	4,281,960		3,962,000			Additions to FHLB and PPPLF borrowings	1,106,000		3,762,336
Repayments of FHLB and PPPLF borrowings	Repayments of FHLB and PPPLF borrowings	(4,647,310)		(3,827,000)			Repayments of FHLB and PPPLF borrowings	(1,545,999)		(3,596,310)
Proceeds from issuance of notes, net	Proceeds from issuance of notes, net	293,858		0			Proceeds from issuance of notes, net	0		293,858
Dividends paid	Dividends paid	(64,611)		(63,558)			Dividends paid	(43,714)		(42,702)

Repurchase of common stock	Repurchase of common stock	(100,972)		(150,000)			Repurchase of common stock	(7,263)		(100,972)
Other financing activities	Other financing activities	45,717		24,809			Other financing activities	19,474		19,036
Net cash provided by financing activities	Net cash provided by financing activities	2,091,261		428,456			Net cash provided by financing activities	461,951		2,011,079
Net increase (decrease) in cash and cash equivalents		155,103		(151,845)
Net increase in cash and cash equivalents							Net increase in cash and cash equivalents	497,632		187,558
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	214,673		382,073			Cash and cash equivalents, beginning of period	397,716		214,673
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	369,776	$	230,228		Cash and cash equivalents, end of period	$	895,348	$	402,231

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:						Supplemental disclosure of cash flow information:
Interest paid	Interest paid	$	268,970	$	391,691		Interest paid	$	94,782	$	209,233
Income taxes paid (refunded), net		$	5,944	$	(264)
Income taxes paid, net							Income taxes paid, net	$	236,491	$	4,883

Supplemental schedule of non-cash investing and financing activities:	Supplemental schedule of non-cash investing and financing activities:						Supplemental schedule of non-cash investing and financing activities:
Unsettled sale of loans							Unsettled sale of loans	$	0	$	11,058

Transfers from loans to other real estate owned and other repossessed assets		$	4,170	$	3,211
Transfers from loans to loans held for sale	Transfers from loans to loans held for sale	$	451,864	$	439,525		Transfers from loans to loans held for sale	$	611,568	$	329,308
Transfers from loans held for sale to loans		$	9,055	$	19,716

Dividends declared, not paid	Dividends declared, not paid	$	21,910	$	20,524		Dividends declared, not paid	$	21,400	$	21,909
Unsettled sales of investment securities, net of unsettled purchases		$	10,339	$	88,331
Unsettled investment securities trades, net							Unsettled investment securities trades, net	$	0	$	174,788

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
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)
Balance at January 1, 2020 95,128,231 951 1,083,920 1,903,918 (31,827) 2,956,962
Comprehensive income — — — 112,116 (49,999) 62,117
Dividends ($0.69 per common share) — — — (65,746) — (65,746)
Equity based compensation 743,696 8 15,306 — — 15,314
Forfeiture of unvested shares and shares surrendered for tax withholding obligations (225,477) (3) (4,519) — — (4,522)
Exercise of stock options 67,768 1 1,670 — — 1,671
Repurchase of common stock (3,325,577) (33) (100,939) — — (100,972)
Balance at September 30, 2020 92,388,641 $ 924 $ 995,438 $ 1,950,288 $ (81,826) $ 2,864,824
Balance at December 31, 2018 99,141,374 $ 991 $ 1,220,147 $ 1,697,822 $ 4,873 $ 2,923,833
Comprehensive income — — — 223,642 (33,550) 190,092
Dividends ($0.63 per common share) — — — (62,409) — (62,409)
Equity based compensation 590,572 6 13,614 — — 13,620
Forfeiture of unvested shares and shares surrendered for tax withholding obligations (325,523) (3) (6,396) — — (6,399)
Exercise of stock options 26,043 1 537 — — 538
Repurchase of common stock (4,362,067) (44) (149,956) — — (150,000)
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 Loss		Total Stockholders’ Equity
Balance at March 31, 2021	93,263,632	$	933	$	1,008,603	$	2,091,124	$	(38,825)	$	3,061,835
Comprehensive income	—	—		—		103,974		13,952		117,926
Dividends ($0.23 per common share)	—	—		—		(21,400)		—		(21,400)
Equity based compensation	19,469	0		3,211		—		—		3,211
Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(44,548)	(1)		(28)		—		—		(29)


Balance at June 30, 2021	93,238,553	$	932	$	1,011,786	$	2,173,698	$	(24,873)	$	3,161,543

Balance at March 31, 2020	92,406,294	$	924	$	987,757	$	1,851,040	$	(323,592)	$	2,516,129
Comprehensive income	—	—		—		76,508		180,573		257,081
Dividends ($0.23 per common share)	—	—		—		(21,909)		—		(21,909)
Equity based compensation	56,688	1		3,762		—		—		3,763
Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(42,704)	(1)		(10)		—		—		(11)


Balance at June 30, 2020	92,420,278	$	924	$	991,509	$	1,905,639	$	(143,019)	$	2,755,053


	Common Shares Outstanding	Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
















Balance at December 31, 2020	93,067,500	$	931	$	1,017,518	$	2,013,715	$	(49,152)	$	2,983,012
Comprehensive income	—	—		—		202,788		24,279		227,067
Dividends ($0.46 per common share)	—	—		—		(42,805)		—		(42,805)
Equity based compensation	559,180	5		7,218		—		—		7,223
Forfeiture of unvested shares and shares surrendered for tax withholding obligations	(184,632)	(2)		(5,714)		—		—		(5,716)
Exercise of stock options	1,569	—		25		—		—		25
Repurchase of common stock	(205,064)	(2)		(7,261)		—		—		(7,263)
Balance at June 30, 2021	93,238,553	$	932	$	1,011,786	$	2,173,698	$	(24,873)	$	3,161,543

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)
Balance at January 1, 2020	95,128,231	951		1,083,920		1,903,918		(31,827)		2,956,962
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

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

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

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 7165 banking centers located in 1413 Florida counties and 54 banking centers located in the New York metropolitan area at ~~September~~June 30, ~~2020.~~2021. 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~~2020 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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 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 most significant estimate impacting the ~~allowance for credit losses and~~Company's consolidated financial statements is the ~~fair values of investment securities and other financial instruments.~~ACL.

New Accounting Pronouncements Adopted During the ~~Nine~~Six Months Ended ~~September~~June 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.

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~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~~2021

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. The Company adopted this ASU on January 1, 2021 with no material impact on the Company’s consolidated financial position, results of operations, and cash flows.

ASU No. 2021-01, Reference Rate Reform (Topic 848). This ASU clarifies that certain optional expedients and exceptions provided for in ASU No. 2020-04 for applying GAAP to contract modifications and hedging relationships apply to derivatives that are affected by the discounting transition. The amendments in this ASU are elective and apply to all entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The Company elected to adopt this ASU on a retrospective basis. The impact of adoption of this ASU on the Company's consolidated financial position, results of operations, and cash flows was not material.

Accounting Pronouncements Not Yet Adopted

ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU simplifies the accounting for convertible debt and convertible preferred stock by reducing the number of accounting models for these instruments, resulting in fewer embedded conversion features being separately recognized from the host contract. Additionally, this ASU revises the criteria for determining whether contracts in an entity's own equity meet the scope exception from derivative accounting, which will change the population of contracts that are recognized as assets or liabilities. The amendments in this ASU also revise certain aspects of the guidance on calculating earnings per share with respect to convertible instruments and instruments that may be settled in the entity's own shares. This ASU is effective for the Company for interim and annual periods in fiscal years beginning after December 15, ~~2020.~~2021. 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 other consumer 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 non-accrual commercial loans are applied as a reduction of principal. Interest payments are recognized as income on a cash basis on 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.

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~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;~~

~~Table of Contents~~

~~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.~~

~~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.

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

~~Table of Contents~~

~~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. Currently, the Company uses a 2-year reasonable and supportable forecast period in estimating the ACL.

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 loans, to generate estimates of expected loss. For criticized or classified loans, PDs are adjusted to benchmark PDs established for each risk rating if the most current financial information available is deemed not to be reflective of the borrowers' current financial condition. 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 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

~~Table of Contents~~

~~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.

~~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 generally does not 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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~~September~~June 30, ~~2020~~2021

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 September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
c	c	2020		2019		2020		2019			c	2021		2020		2021		2020
Basic earnings per common share:	Basic earnings per common share:										Basic earnings per common share:
Numerator:	Numerator:										Numerator:
Net income	Net income	$	66,559	$	76,219	$	112,116	$	223,642		Net income	$	103,974	$	76,508	$	202,788	$	45,557
Distributed and undistributed earnings allocated to participating securities	Distributed and undistributed earnings allocated to participating securities	(2,896)		(3,174)		(4,816)		(9,247)			Distributed and undistributed earnings allocated to participating securities	(1,338)		(3,353)		(2,589)		(1,939)
Income allocated to common stockholders for basic earnings per common share	Income allocated to common stockholders for basic earnings per common share	$	63,663	$	73,045	$	107,300	$	214,395		Income allocated to common stockholders for basic earnings per common share	$	102,636	$	73,155	$	200,199	$	43,618
Denominator:	Denominator:										Denominator:
Weighted average common shares outstanding	Weighted average common shares outstanding	92,405,239		95,075,395		92,918,030		97,113,878			Weighted average common shares outstanding	93,245,282		92,409,949		93,160,962		93,177,243
Less average unvested stock awards	Less average unvested stock awards	(1,183,564)		(1,098,509)		(1,164,317)		(1,147,988)			Less average unvested stock awards	(1,241,381)		(1,207,798)		(1,223,555)		(1,154,589)
Weighted average shares for basic earnings per common share	Weighted average shares for basic earnings per common share	91,221,675		93,976,886		91,753,713		95,965,890			Weighted average shares for basic earnings per common share	92,003,901		91,202,151		91,937,407		92,022,654
Basic earnings per common share	Basic earnings per common share	$	0.70	$	0.78	$	1.17	$	2.23		Basic earnings per common share	$	1.12	$	0.80	$	2.18	$	0.47
Diluted earnings per common share:	Diluted earnings per common share:										Diluted earnings per common share:
Numerator:	Numerator:										Numerator:
Income allocated to common stockholders for basic earnings per common share	Income allocated to common stockholders for basic earnings per common share	$	63,663	$	73,045	$	107,300	$	214,395		Income allocated to common stockholders for basic earnings per common share	$	102,636	$	73,155	$	200,199	$	43,618
Adjustment for earnings reallocated from participating securities	Adjustment for earnings reallocated from participating securities	4		7		3		20			Adjustment for earnings reallocated from participating securities	2		0		3		0
Income used in calculating diluted earnings per common share	Income used in calculating diluted earnings per common share	$	63,667	$	73,052	$	107,303	$	214,415		Income used in calculating diluted earnings per common share	$	102,638	$	73,155	$	200,202	$	43,618
Denominator:	Denominator:										Denominator:
Weighted average shares for basic earnings per common share	Weighted average shares for basic earnings per common share	91,221,675		93,976,886		91,753,713		95,965,890			Weighted average shares for basic earnings per common share	92,003,901		91,202,151		91,937,407		92,022,654
Dilutive effect of stock options and certain shared-based awards	Dilutive effect of stock options and certain shared-based awards	171,054		285,934		142,008		303,524			Dilutive effect of stock options and certain shared-based awards	181,061		705		137,542		126,858
Weighted average shares for diluted earnings per common share	Weighted average shares for diluted earnings per common share	91,392,729		94,262,820		91,895,721		96,269,414			Weighted average shares for diluted earnings per common share	92,184,962		91,202,856		92,074,949		92,149,512
Diluted earnings per common share	Diluted earnings per common share	$	0.70	$	0.77	$	1.17	$	2.23		Diluted earnings per common share	$	1.11	$	0.80	$	2.17	$	0.47

Potentially dilutive unvested shares and share units totaling 1,212,062 and 1,743,403 were outstanding at June 30, 2021 and 2020, respectively, but excluded from the calculation of diluted earnings per common share because their inclusion would have been anti-dilutive.

Participating securities for the three and six months ended June 30, 2020 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~~expired in February 2021 and, ~~participate~~while outstanding, participated in dividends on a one-for-one basis.

Potentially dilutive unvested shares and share units totaling 1,736,211 and 1,078,278 were outstanding at 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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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

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
				June 30, 2021
		Amortized Cost			Gross Unrealized				Carrying Value (1)			Amortized Cost		Gross Unrealized				Carrying Value (1)
					Gains		Losses							Gains		Losses
Investment securities available for sale:	Investment securities available for sale:										Investment securities available for sale:
U.S. Treasury securities	U.S. Treasury securities	$	75,196		$	1,714	$	0	$	76,910	U.S. Treasury securities	$	158,977	$	469	$	(2,809)	$	156,637
U.S. Government agency and sponsored enterprise residential MBS	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 residential MBS	2,197,562		22,257		(4,379)		2,215,440
U.S. Government agency and sponsored enterprise commercial MBS	U.S. Government agency and sponsored enterprise commercial MBS	532,540			10,014		(1,018)		541,536		U.S. Government agency and sponsored enterprise commercial MBS	831,726		8,564		(4,702)		835,588

Private label residential MBS and CMOs	Private label residential MBS and CMOs	1,150,571			18,423		(1,288)		1,167,706		Private label residential MBS and CMOs	2,104,579		9,475		(2,327)		2,111,727
Private label commercial MBS~~(2)~~	Private label commercial MBS~~(2)~~	2,442,409			23,769		(25,628)		2,440,550		Private label commercial MBS~~(2)~~	2,579,963		18,530		(4,469)		2,594,024
Single family rental real estate-backed securities	Single family rental real estate-backed securities	755,153			14,008		(263)		768,898		Single family rental real estate-backed securities	608,269		9,961		(785)		617,445
Collateralized loan obligations	Collateralized loan obligations	1,158,414			220		(16,230)		1,142,404		Collateralized loan obligations	986,214		269		(4,216)		982,267
Non-mortgage asset-backed securities	Non-mortgage asset-backed securities	245,180			6,954		(295)		251,839		Non-mortgage asset-backed securities	172,791		3,715		0		176,506
State and municipal obligations	State and municipal obligations	222,959			19,965		(3)		242,921		State and municipal obligations	209,791		18,834		0		228,625
SBA securities	SBA securities	243,692			2,201		(4,134)		241,759		SBA securities	216,682		2,244		(3,292)		215,634

		9,127,302			$	116,945	$	(54,970)	9,189,277			10,066,554		$	94,318	$	(26,979)	10,133,893
Investment securities held to maturity	Investment securities held to maturity	10,000							10,000		Investment securities held to maturity	10,000						10,000
		$	9,137,302						9,199,277			$	10,076,554					10,143,893
Marketable equity securities	Marketable equity securities								101,606		Marketable equity securities							88,142
									$	9,300,883								$	10,232,035

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021


		December 31, 2019
				December 31, 2020
		Amortized Cost			Gross Unrealized				Carrying Value (1)			Amortized Cost		Gross Unrealized				Carrying Value (1)
					Gains		Losses							Gains		Losses
Investment securities available for sale:	Investment securities available for sale:										Investment securities available for sale:
U.S. Treasury securities	U.S. Treasury securities	$	70,243		$	219	$	(137)	$	70,325	U.S. Treasury securities	$	79,919	$	1,307	$	(375)	$	80,851
U.S. Government agency and sponsored enterprise residential MBS	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 residential MBS	2,389,450		19,148		(3,028)		2,405,570
U.S. Government agency and sponsored enterprise commercial MBS	U.S. Government agency and sponsored enterprise commercial MBS	366,787			4,920		(731)		370,976		U.S. Government agency and sponsored enterprise commercial MBS	531,724		9,297		(1,667)		539,354

Private label residential MBS and CMOs	Private label residential MBS and CMOs	1,001,337			11,851		(1,011)		1,012,177		Private label residential MBS and CMOs	982,890		16,274		(561)		998,603
Private label commercial MBS(2)	Private label commercial MBS(2)	1,719,228			6,650		(1,194)		1,724,684		Private label commercial MBS(2)	2,514,271		24,931		(12,848)		2,526,354
Single family rental real estate-backed securities	Single family rental real estate-backed securities	467,459			4,016		(1,450)		470,025		Single family rental real estate-backed securities	636,069		14,877		(58)		650,888
Collateralized loan obligations	Collateralized loan obligations	1,204,905			322		(7,861)		1,197,366		Collateralized loan obligations	1,148,724		285		(8,735)		1,140,274
Non-mortgage asset-backed securities	Non-mortgage asset-backed securities	194,171			1,780		(1,047)		194,904		Non-mortgage asset-backed securities	246,597		6,898		(234)		253,261
State and municipal obligations	State and municipal obligations	257,528			15,774		0		273,302		State and municipal obligations	213,743		21,966		0		235,709
SBA securities	SBA securities	359,808			4,587		(1,664)		362,731		SBA securities	233,387		2,093		(3,935)		231,545
		7,660,319			$	59,954	$	(21,608)	7,698,665			8,976,774		$	117,076	$	(31,441)	9,062,409
Investment securities held to maturity	Investment securities held to maturity	10,000							10,000		Investment securities held to maturity	10,000						10,000
		$	7,670,319						7,708,665			$	8,986,774					9,072,409
Marketable equity securities	Marketable equity securities								60,572		Marketable equity securities							104,274
									$	7,769,237								$	9,176,683

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

(2)Amortized cost is net of ACL totaling ~~$0.6~~$0.4 millionat ~~September 30,~~December 31, 2020.

Investment securities held to maturity at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 consisted of 1 State of Israel bond maturing in 2024. ~~At September 30, 2020 and December 31, 2019, accrued~~Accrued interest receivable on investments totaled ~~$18~~$17 million at both June 30, 2021 and ~~$28 million, respectively,~~December 31, 2020, and is included in other assets in the accompanying consolidated balance sheets.

At ~~September~~June 30, ~~2020,~~2021, 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	Due in one year or less	$	953,629	$	962,853	Due in one year or less	$	1,463,157	$	1,468,146
Due after one year through five years	Due after one year through five years	5,310,095		5,314,711		Due after one year through five years	6,199,918		6,245,085
Due after five years through ten years	Due after five years through ten years	2,347,332		2,385,896		Due after five years through ten years	1,971,729		1,984,142
Due after ten years	Due after ten years	516,246		525,817		Due after ten years	431,750		436,520
		$	9,127,302	$	9,189,277		$	10,066,554	$	10,133,893

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 ~~$4.4 billion and $2.4~~$4.1 billion at ~~September~~both June 30, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

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

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Proceeds from sale of investment securities AFS	$	389,814	$	240,805	$	800,056	$	547,337



Gross realized gains on investment securities AFS	$	2,870	$	5,723	$	6,862	$	7,255



Gross realized losses on investment securities AFS	(29)		0		(54)		(2)


Net realized gain	2,841		5,723		6,808		7,253



Net unrealized gains (losses) on marketable equity securities recognized in earnings	1,314		1,113		(288)		(3,870)



Gain on investment securities, net	$	4,155	$	6,836	$	6,520	$	3,383

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):


		September 30, 2020													June 30, 2021

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

U.S. Treasury securities														U.S. Treasury securities	$	121,096	$	(2,809)	$	0	$	0	$	121,096	$	(2,809)
U.S. Government agency and sponsored enterprise residential MBS	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 residential MBS	287,258		(1,161)		367,303		(3,218)		654,561		(4,379)
U.S. Government agency and sponsored enterprise commercial MBS	U.S. Government agency and sponsored enterprise commercial MBS	126,245		(749)		44,242		(269)		170,487		(1,018)		U.S. Government agency and sponsored enterprise commercial MBS	234,214		(4,369)		84,177		(333)		318,391		(4,702)

Private label residential MBS and CMOs	Private label residential MBS and CMOs	175,442		(1,288)		0		0		175,442		(1,288)		Private label residential MBS and CMOs	597,907		(2,327)		0		0		597,907		(2,327)
Private label commercial MBS	Private label commercial MBS	1,242,577		(25,297)		44,070		(331)		1,286,647		(25,628)		Private label commercial MBS	400,800		(3,019)		278,005		(1,450)		678,805		(4,469)
Single family rental real estate-backed securities	Single family rental real estate-backed securities	118,668		(242)		43,414		(21)		162,082		(263)		Single family rental real estate-backed securities	122,180		(785)		0		0		122,180		(785)
Collateralized loan obligations	Collateralized loan obligations	353,622		(4,820)		563,562		(11,410)		917,184		(16,230)		Collateralized loan obligations	0		0		565,872		(4,216)		565,872		(4,216)
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	SBA securities	27,487		(320)		108,324		(3,814)		135,811		(4,134)		SBA securities	0		0		120,630		(3,292)		120,630		(3,292)

		$	2,271,307	$	(33,552)	$	1,315,987	$	(21,418)	$	3,587,294	$	(54,970)		$	1,763,455	$	(14,470)	$	1,415,987	$	(12,509)	$	3,179,442	$	(26,979)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021


		December 31, 2019													December 31, 2020

		Less than 12 Months				12 Months or Greater				Total					Less than 12 Months				12 Months or Greater				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
U.S. Treasury securities	U.S. Treasury securities	$	20,056	$	(137)	$	0	$	0	$	20,056	$	(137)	U.S. Treasury securities	$	24,369	$	(375)	$	0	$	0	$	24,369	$	(375)
U.S. Government agency and sponsored enterprise residential MBS	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 residential MBS	220,179		(320)		370,727		(2,708)		590,906		(3,028)
U.S. Government agency and sponsored enterprise commercial MBS	U.S. Government agency and sponsored enterprise commercial MBS	99,610		(696)		6,477		(35)		106,087		(731)		U.S. Government agency and sponsored enterprise commercial MBS	152,233		(1,412)		44,255		(255)		196,488		(1,667)

Private label residential MBS and CMOs	Private label residential MBS and CMOs	180,398		(838)		41,636		(173)		222,034		(1,011)		Private label residential MBS and CMOs	141,407		(561)		0		0		141,407		(561)
Private label commercial MBS	Private label commercial MBS	648,761		(1,060)		76,302		(134)		725,063		(1,194)		Private label commercial MBS	1,268,381		(12,771)		37,783		(77)		1,306,164		(12,848)
Single family rental real estate-backed securities	Single family rental real estate-backed securities	241,915		(1,445)		5,460		(5)		247,375		(1,450)		Single family rental real estate-backed securities	28,758		(58)		0		0		28,758		(58)
Collateralized loan obligations	Collateralized loan obligations	63,310		(846)		682,076		(7,015)		745,386		(7,861)		Collateralized loan obligations	304,051		(1,171)		588,463		(7,564)		892,514		(8,735)
Non-mortgage asset-backed securities	Non-mortgage asset-backed securities	78,964		(962)		7,883		(85)		86,847		(1,047)		Non-mortgage asset-backed securities	0		0		12,327		(234)		12,327		(234)

SBA securities	SBA securities	10,236		(2)		142,204		(1,662)		152,440		(1,664)		SBA securities	26,240		(298)		104,598		(3,637)		130,838		(3,935)

		$	1,922,326	$	(9,848)	$	1,205,877	$	(11,760)	$	3,128,203	$	(21,608)		$	2,165,618	$	(16,966)	$	1,158,153	$	(14,475)	$	3,323,771	$	(31,441)

The Company monitors its investment securities available for sale for credit loss impairment on an individual security basis. ~~An allowance for~~No securities were determined to be credit loss ~~was recorded related to~~ ~~one~~ ~~private label commercial MBS security during the three and nine months ended September 30, 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 ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2021 and 2020. At ~~September~~June 30, ~~2020~~2021, the Company did not have an intent to sell securities that were in significant unrealized loss positions and it was not more likely than not that the Company 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 ~~September~~June 30, ~~2020, 180~~2021, 158 securities available for sale were in unrealized loss positions. The unrealized losses are primarily attributable to changes in interest rates and, in some cases, volatility in the financial markets since their purchase. The amount of impairment related to 3751 of these securities was considered insignificant both individually and in the aggregate, totaling approximately ~~$0.3~~$0.4 million and no further analysis with respect to these securities was considered necessary.

Unrealized losses at 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 conclusions regarding credit loss impairment of AFS debt securities and the need to record an ACL at September 30, 2020 is further discussed below.~~

For U.S. Government, ~~Agency and Government Sponsored Enterprise Securities~~

~~At September 30, 2020, NaN~~ U.S. ~~Government~~government agency and U.S. government sponsored enterprise ~~residential MBS, 5 U.S. Government agency and sponsored enterprise commercial MBS and 11 SBA~~ securities, ~~were in unrealized loss positions. The~~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. For all other AFS securities in a significant unrealized loss position, the Company performed an analysis by first determining the present value of cash flows expected to be collected, based on stressed economic scenarios more severe than our reasonable and supportable economic forecast. The present value was then compared to the amortized cost basis to identify possible impairment. The economic forecast scenario used for evaluation of impaired securities incorporates assumptions about voluntary prepayment rates, collateral defaults, delinquencies, severity, recovery lag and other relevant factors.

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~~September~~June 30, ~~2020~~2021

~~Private Label Securities:~~

None of the impaired securities had missed principal or interest payments or had been downgraded by a NRSRO at 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 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.

~~Private label residential MBS and CMOs~~

At September 30, 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 September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of 4% compared to weighted average credit support of 19%. As of September 30, 2020, 100% of the impaired securities in this category, based on carrying value, were externally rated AAA.

~~Private label commercial MBS~~

At September 30, 2020, NaN 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 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 September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of 12% compared to weighted average credit support of 42%. As of 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 September 30, 2020, 3 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 September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of 14% compared to weighted average credit support of 44%. As of September 30, 2020, 88% of the impaired securities in this category, based on carrying value, were externally rated AAA and 12% were rated AA.

~~Collateralized loan obligations~~

At 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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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~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 September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of 22% compared to weighted average credit support of 42%. As of September 30, 2020, 80% of the impaired securities in this category, based on carrying value, were externally rated AAA, 16% were rated AA and 4% were rated A.

~~Non-mortgage asset-backed securities~~

At September 30, 2020, 2 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 September 30, 2020 analysis projected weighted average collateral losses for impaired securities in this category of 10% compared to weighted average credit support of 22%. As of September 30, 2020, 100% of the impaired securities in this category, based on carrying value, were externally rated AA.

Note 4 Loans and Allowance for Credit Losses

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


		September 30, 2020				December 31, 2019					June 30, 2021				December 31, 2020

		Total		Percent of Total		Total		Percent of Total			Total		Percent of Total		Total		Percent of Total
Residential and other consumer:	Residential and other consumer:									Residential and other consumer:
1-4 single family residential	1-4 single family residential	$	4,845,156	20.4	%	$	4,953,936	21.4	%	1-4 single family residential	$	5,206,766	22.8	%	$	4,922,836	20.6	%
Government insured residential	Government insured residential	1,089,055		4.6	%	698,644		3.0	%	Government insured residential	1,863,723		8.1	%	1,419,074		5.9	%
Other consumer loans	Other consumer loans	6,689		0.1	%	8,539		0.1	%	Other consumer loans	5,785		0	%	6,312		0.1	%
		5,940,900		25.1	%	5,661,119		24.5	%		7,076,274		30.9	%	6,348,222		26.6	%
Commercial:	Commercial:									Commercial:
Multi-family	Multi-family	1,810,126		7.6	%	2,217,705		9.6	%	Multi-family	1,256,711		5.5	%	1,639,201		6.9	%
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	4,910,835		20.7	%	5,030,904		21.7	%	Non-owner occupied commercial real estate	4,724,183		20.7	%	4,963,273		20.8	%
Construction and land	Construction and land	263,381		1.1	%	243,925		1.1	%	Construction and land	218,634		1.0	%	293,307		1.2	%
Owner occupied commercial real estate	Owner occupied commercial real estate	2,051,577		8.6	%	2,062,808		8.9	%	Owner occupied commercial real estate	1,960,900		8.6	%	2,000,770		8.4	%
Commercial and industrial	Commercial and industrial	4,427,351		18.6	%	4,655,349		20.1	%	Commercial and industrial	4,205,795		18.4	%	4,447,383		18.6	%
PPP	PPP	829,798		3.5	%	—		—	%	PPP	491,960		2.1	%	781,811		3.3	%
Pinnacle	Pinnacle	1,157,706		4.8	%	1,202,430		5.2	%	Pinnacle	1,046,537		4.6	%	1,107,386		4.6	%
Bridge - franchise finance	Bridge - franchise finance	606,222		2.5	%	627,482		2.6	%	Bridge - franchise finance	463,874		2.0	%	549,733		2.3	%
Bridge - equipment finance	Bridge - equipment finance	530,516		2.2	%	684,794		3.0	%	Bridge - equipment finance	421,939		1.8	%	475,548		2.0	%
Mortgage warehouse lending	Mortgage warehouse lending	1,250,903		5.3	%	768,472		3.3	%	Mortgage warehouse lending	1,018,267		4.4	%	1,259,408		5.3	%
		17,838,415		74.9	%	17,493,869		75.5	%		15,808,800		69.1	%	17,517,820		73.4	%
Total loans	Total loans	23,779,315		100.0	%	23,154,988		100.0	%	Total loans	22,885,074		100.0	%	23,866,042		100.0	%
Allowance for credit losses	Allowance for credit losses	(274,128)				(108,671)				Allowance for credit losses	(175,642)				(257,323)
Loans, net	Loans, net	$	23,505,187			$	23,046,317			Loans, net	$	22,709,432			$	23,608,719

Premiums, discounts and deferred fees and costs, excluding the non-credit related discount on PCD loans, totaled ~~$30~~$46 million and ~~$50~~$39 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The amortized cost basis of residential PCD loans ~~was $126 million~~ and the related amount of non-credit discount was ~~$125~~$100 million and $95 million, respectively at ~~September~~June 30, 2021 and $118 million and $115 million, respectively at December 31, 2020. The ACL related to PCD residential loans was ~~$1.5~~$1.2 million and ~~$1.7~~$2.8 million at ~~September~~June 30, ~~2020~~2021 and ~~January 1,~~December 31, 2020, ~~the date of initial adoption of ASU 2016-13,~~ respectively.

Included in the table above are direct or sales type finance leases totaling ~~$687~~$665 million and ~~$733~~$670 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The amount of income recognized from direct or sales type finance leases for the

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2020~~

three and ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ totaled $4.5 million, $9.9 million, $5.3 million ~~$16.0 million, $5.7 million~~ and ~~$16.5~~$10.7 million, respectively and is recorded as interest income on loans in the consolidated statements of income.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Company purchased 1-4 single family residential loans totaling ~~$997 million, $2.1~~$1.3 billion, ~~$743~~$2.3 billion, $582 million and ~~$1.6~~$1.1 billion, respectively. Purchases for the three and ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~ included ~~$418~~$578 million, ~~$947~~$973 million, ~~$288~~$243 million and ~~$572~~$529 million, respectively, of government insured residential loans.

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company had pledged loans with a carrying value of approximately ~~$10.9~~$9.5 billion and ~~$10.2~~$9.6 billion, respectively, as security for FHLB advances and Federal Reserve discount window ~~capacity and PPPLF borrowings.~~capacity.

At ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, accrued interest receivable on loans, net of related ACL at December 31, 2020, totaled ~~$105~~$97 million and ~~$83~~$99 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 ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

~~Allowance for credit losses~~

~~Activity in the allowance for credit losses is summarized below. The balance at December 31, 2019~~2021 and amounts presented for the three and nine months ended September 30, 2019 represent the allowance for loan and leases losses, estimated using an incurred loss methodology. The ACL at September 30, 2020 and activity for the three and 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

Nine Months Ended September 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 — — —
Balance after adoption of CECL 19,252 116,724 135,976 — — —
Provision (recovery) (3,241) 184,336 181,095 439 8,934 9,373
Charge-offs (31) (50,723) (50,754) 0 (13,985) (13,985)
Recoveries 50 7,761 7,811 172 2,971 3,143
Ending balance $ 16,030 $ 258,098 $ 274,128 $ 11,399 $ 97,063 $ 108,462

~~(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.

2020.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

Allowance for credit losses

The ACL was determined utilizing a 2-year reasonable and supportable forecast period based on a single economic scenario. Activity in the ACL is summarized below for the periods indicated (in thousands):


	Three Months Ended June 30,
	2021						2020
	Residential and Other Consumer		Commercial		Total		Residential and Other Consumer		Commercial		Total
Beginning balance	$	15,844	$	205,090	$	220,934	$	12,576	$	238,003	$	250,579

Provision (recovery)	(3,938)		(23,725)		(27,663)		(1,924)		33,508		31,584
Charge-offs	0		(18,402)		(18,402)		0		(19,178)		(19,178)
Recoveries	3		770		773		43		3,095		3,138
Ending balance	$	11,909	$	163,733	$	175,642	$	10,695	$	255,428	$	266,123


	Six Months Ended June 30,
	2021						2020
	Residential and Other Consumer		Commercial		Total			Residential and Other Consumer		Commercial		Total
Beginning balance	$	18,719	$	238,604	$	257,323		$	11,154	$	97,517	$	108,671
Impact of adoption of ASU 2016-13	0		0		0			8,098		19,207		27,305
Balance after adoption of ASU 2016-13	18,719		238,604		257,323			19,252		116,724		135,976
Provision (recovery)	(6,802)		(47,167)		(53,969)			(8,572)		162,021		153,449
Charge-offs	(14)		(30,380)		(30,394)			(31)		(26,953)		(26,984)
Recoveries	6		2,676		2,682			46		3,636		3,682
Ending balance	$	11,909	$	163,733	$	175,642		$	10,695	$	255,428	$	266,123

The decrease in the ACL from December 31, 2020 to June 30, 2021 related primarily to the recovery of credit losses recorded during the six months ended June 30, 2021. The most significant factor contributing to the recovery of provision was an improving economic forecast. The increase in the ACL from January 1, 2020, the date of initial adoption of ASU 2016-13, to June 30, 2020 was reflective of the impact of the COVID-19 pandemic on current economic conditions, the economic forecast and on individual borrowers and portfolio sub-segments.

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


							Three Months Ended June 30,				Six Months Ended June 30,
		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020			2021		2020		2021		2020
Amount related to funded portion of loans	Amount related to funded portion of loans	$	27,646	$	181,095	Amount related to funded portion of loans	$	(27,663)	$	31,584	$	(53,969)	$	153,449
Amount related to off-balance sheet credit exposures	Amount related to off-balance sheet credit exposures	(93)		(2,700)		Amount related to off-balance sheet credit exposures	129		(6,170)		(919)		(2,607)
Amount related to accrued interest receivable	Amount related to accrued interest receivable	1,063		1,063		Amount related to accrued interest receivable	0		0		(271)		0
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
Amount related to AFS debt securities						Amount related to AFS debt securities	0		0		(364)		0
Total provision for (recovery of) credit losses						Total provision for (recovery of) credit losses	$	(27,534)	$	25,414	$	(55,523)	$	150,842

Credit quality information

The increase in the ACL from January 1, 2020, the date of initial adoption of ASU 2016-13, to 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~~may 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~~While economic conditions continue to improve, some level of uncertainty ~~currently exists~~continues to exist about the full extent of this impact and the trajectory of recovery. The ultimate impact may not be fully reflected in some of the credit quality indicators disclosed ~~below as of September 30, 2020, due to the still evolving trajectory of the pandemic.~~below. Delinquency statistics may not be fully reflective of the impact of the COVID-19 crisis due to deferral and modification programs offered to affected borrowers.

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

June 30, 2021

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 ~~third~~first quarter of ~~2020.~~2021. 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															June 30, 2021
		Amortized Cost By Origination Year															Amortized Cost By Origination Year
		2020		2019		2018		2017		2016		Prior		Total			2021		2020		2019		2018		2017		Prior		Total
Current	Current	$	528,199	$	741,476	$	426,780	$	699,906	$	833,132	$	1,561,448	$	4,790,941	Current	$	1,083,253	$	1,189,810	$	473,427	$	279,499	$	441,586	$	1,660,924	$	5,128,499
30 - 59 Days Past Due	30 - 59 Days Past Due	8,663		6,838		5,691		1,568		1,855		17,284		41,899		30 - 59 Days Past Due	15,148		7,150		9,631		3,635		3,848		6,086		45,498
60 - 89 Days Past Due	60 - 89 Days Past Due	0		0		0		0		24		2,256		2,280		60 - 89 Days Past Due	0		922		3,229		812		1,082		3,300		9,345
90 Days or More Past Due	90 Days or More Past Due	0		807		1,761		53		1,004		6,411		10,036		90 Days or More Past Due	0		0		1,702		5,144		851		15,727		23,424
		$	536,862	$	749,121	$	434,232	$	701,527	$	836,015	$	1,587,399	$	4,845,156		$	1,098,401	$	1,197,882	$	487,989	$	289,090	$	447,367	$	1,686,037	$	5,206,766


	December 31, 2020
	Amortized Cost By Origination Year
	2020		2019		2018		2017		2016		Prior		Total
Current	$	1,092,183	$	645,993	$	374,838	$	611,377	$	740,749	$	1,392,192	$	4,857,332
30 - 59 Days Past Due	17,826		5,741		2,564		927		2,913		18,880		48,851
60 - 89 Days Past Due	111		145		435		0		2,825		3,973		7,489
90 Days or More Past Due	0		807		1,762		53		1,027		5,515		9,164
	$	1,110,120	$	652,686	$	379,599	$	612,357	$	747,514	$	1,420,560	$	4,922,836

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


	June 30, 2021
	Amortized Cost By Origination Year
LTV	2021		2020		2019		2018		2017		Prior		Total
Less than 61%	$	419,732	$	437,986	$	108,821	$	68,019	$	138,073	$	588,791	$	1,761,422
61% - 70%	296,621		317,275		114,771		71,726		88,144		425,875		1,314,412
71% - 80%	381,806		441,154		255,015		135,047		185,034		637,249		2,035,305
More than 80%	242		1,467		9,382		14,298		36,116		34,122		95,627
	$	1,098,401	$	1,197,882	$	487,989	$	289,090	$	447,367	$	1,686,037	$	5,206,766

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

December 31, 2019
Amortized Cost By Origination Year
2019 2018 2017 2016 2015 Prior Total
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
60 - 89 Days Past Due 1,785 442 137 486 1,766 4,962 9,578
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


	December 31, 2020
	Amortized Cost By Origination Year
LTV	2020		2019		2018		2017		2016		Prior		Total
Less than 61%	$	395,977	$	143,273	$	82,199	$	174,223	$	286,092	$	487,487	$	1,569,251
61% - 70 %	298,941		151,633		92,928		119,381		184,119		341,159		1,188,161
71% - 80%	413,003		344,998		181,852		271,605		258,931		565,781		2,036,170
More than 80%	2,199		12,782		22,620		47,148		18,372		26,133		129,254
	$	1,110,120	$	652,686	$	379,599	$	612,357	$	747,514	$	1,420,560	$	4,922,836

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

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															June 30, 2021
		Amortized Cost By Origination Year															Amortized Cost By Origination Year
FICO	FICO	2020		2019		2018		2017		2016		Prior		Total		FICO	2021		2020		2019		2018		2017		Prior		Total
760 or greater	760 or greater	$	411,055	$	515,046	$	269,976	$	518,064	$	619,639	$	1,084,645	$	3,418,425	760 or greater	$	876,798	$	885,583	$	314,923	$	167,341	$	314,717	$	1,140,630	$	3,699,992
720 - 759	720 - 759	94,190		141,462		90,222		116,482		146,092		282,188		870,636		720 - 759	185,830		227,976		99,444		59,330		80,474		304,170		957,224
719 or less	719 or less	31,617		92,613		74,034		66,981		70,284		220,566		556,095		719 or less	35,773		84,323		73,622		62,419		52,176		241,237		549,550
		$	536,862	$	749,121	$	434,232	$	701,527	$	836,015	$	1,587,399	$	4,845,156		$	1,098,401	$	1,197,882	$	487,989	$	289,090	$	447,367	$	1,686,037	$	5,206,766

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

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2020~~


	December 31, 2020
	Amortized Cost By Origination Year
FICO	2020		2019		2018		2017		2016		Prior		Total
760 or greater	$	843,199	$	435,582	$	225,292	$	451,304	$	549,119	$	956,254	$	3,460,750
720 - 759	223,831		128,875		84,602		102,859		130,592		256,703		927,462
719 or less	43,090		88,229		69,705		58,194		67,803		207,603		534,624
	$	1,110,120	$	652,686	$	379,599	$	612,357	$	747,514	$	1,420,560	$	4,922,836

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. Since the onset of the COVID-19 pandemic, risk ratings 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. 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.

Commercial credit exposure based on internal risk rating:


	June 30, 2021
	Amortized Cost By Origination Year												Revolving Loans
	2021		2020		2019		2018		2017		Prior				Total
Multi-Family
Pass	$	31,965	$	147,499	$	245,838	$	153,168	$	145,093	$	274,242	$	40,238	$	1,038,043
Special mention	0		0		0		4,258		0		1,827		0		6,085
Substandard	0		5,002		42,938		9,599		32,186		122,858		0		212,583

Total Multi-Family	$	31,965	$	152,501	$	288,776	$	167,025	$	177,279	$	398,927	$	40,238	$	1,256,711

Non-owner occupied commercial real estate
Pass	$	213,043	$	526,381	$	1,057,193	$	631,119	$	424,389	$	1,016,555	$	79,761	$	3,948,441
Special mention	0		0		24,604		15,662		0		7,641		0		47,907
Substandard	0		26,021		146,339		73,142		84,622		397,711		0		727,835

Total non-owner occupied commercial real estate	$	213,043	$	552,402	$	1,228,136	$	719,923	$	509,011	$	1,421,907	$	79,761	$	4,724,183

Construction and Land
Pass	$	3,919	$	34,832	$	136,272	$	10,611	$	8,605	$	268	$	4,840	$	199,347
Special mention	0		0		5,184		0		0		0		0		5,184
Substandard	0		1,167		2,539		1,328		0		9,069		0		14,103

Total Construction and Land	$	3,919	$	35,999	$	143,995	$	11,939	$	8,605	$	9,337	$	4,840	$	218,634

Owner occupied commercial real estate
Pass	$	51,923	$	228,037	$	285,963	$	236,599	$	246,368	$	596,121	$	28,222	$	1,673,233
Special mention	0		1,796		2,388		3,908		13,628		19,409		794		41,923
Substandard	0		6,902		29,021		37,616		46,835		125,370		0		245,744

Total owner occupied commercial real estate	$	51,923	$	236,735	$	317,372	$	278,123	$	306,831	$	740,900	$	29,016	$	1,960,900

Commercial and industrial
Pass	$	363,731	$	506,653	$	647,392	$	184,745	$	197,346	$	194,549	$	1,676,514	$	3,770,930
Special mention	0		937		11,257		16,640		1,611		2,481		438		33,364
Substandard	480		19,291		144,079		42,028		14,278		35,315		129,176		384,647
Doubtful	0		0		0		8		0		0		16,846		16,854
Total commercial and industrial	$	364,211	$	526,881	$	802,728	$	243,421	$	213,235	$	232,345	$	1,822,974	$	4,205,795

PPP
Pass	$	282,746	$	209,214	$	0	$	0	$	0	$	0	$	0	$	491,960
Total PPP	$	282,746	$	209,214	$	0	$	0	$	0	$	0	$	0	$	491,960

Pinnacle
Pass	$	67,425	$	141,124	$	106,430	$	61,798	$	202,771	$	466,989	$	0	$	1,046,537



Total Pinnacle	$	67,425	$	141,124	$	106,430	$	61,798	$	202,771	$	466,989	$	0	$	1,046,537

Bridge - Franchise Finance
Pass	$	9,078	$	51,732	$	114,668	$	16,475	$	7,861	$	10,133	$	0	$	209,947
Special mention	0		0		1,857		0		0		0		0		1,857
Substandard	0		29,679		95,935		78,404		27,192		20,382		0		251,592
Doubtful	0		0		0		0		0		478		0		478
Total Bridge - Franchise Finance	$	9,078	$	81,411	$	212,460	$	94,879	$	35,053	$	30,993	$	0	$	463,874

Bridge - Equipment Finance
Pass	$	36,740	$	19,892	$	132,856	$	55,875	$	33,371	$	63,653	$	0	$	342,387
Special mention	0		0		0		0		1,744		0		0		1,744
Substandard	0		0		14,948		22,404		40,456		0		0		77,808

Total Bridge - Equipment Finance	$	36,740	$	19,892	$	147,804	$	78,279	$	75,571	$	63,653	$	0	$	421,939

Mortgage Warehouse Lending
Pass	$	0	$	0	$	0	$	0	$	0	$	0	$	1,018,267	$	1,018,267



Total Mortgage Warehouse Lending	$	0	$	0	$	0	$	0	$	0	$	0	$	1,018,267	$	1,018,267


	December 31, 2020
	Amortized Cost By Origination Year												Revolving Loans
	2020		2019		2018		2017		2016		Prior				Total
Multi-Family
Pass	$	184,287	$	264,254	$	149,188	$	206,768	$	203,481	$	313,758	$	38,509	$	1,360,245
Special mention	0		390		10,985		11,260		8,400		5,300		0		36,335
Substandard	8,393		25,239		9,645		15,125		43,920		140,299		0		242,621

Total Multi-Family	$	192,680	$	289,883	$	169,818	$	233,153	$	255,801	$	459,357	$	38,509	$	1,639,201

Non-owner occupied commercial real estate
Pass	$	532,567	$	1,070,940	$	706,730	$	442,599	$	462,201	$	607,922	$	99,627	$	3,922,586
Special mention	2,687		56,533		16,271		34,283		43,699		66,370		0		219,843
Substandard	30,401		132,814		69,507		56,219		288,998		242,905		0		820,844

Total non-owner occupied commercial real estate	$	565,655	$	1,260,287	$	792,508	$	533,101	$	794,898	$	917,197	$	99,627	$	4,963,273

Construction and Land
Pass	$	20,860	$	158,413	$	9,003	$	48,657	$	26,845	$	904	$	297	$	264,979
Special mention	0		0		8,010		8,604		4,284		0		0		20,898
Substandard	23		1,366		1,287		0		4,408		346		0		7,430

Total Construction and Land	$	20,883	$	159,779	$	18,300	$	57,261	$	35,537	$	1,250	$	297	$	293,307

Owner occupied commercial real estate
Pass	$	229,670	$	263,138	$	251,413	$	232,171	$	288,403	$	361,130	$	17,281	$	1,643,206
Special mention	2,593		42,485		11,789		41,799		19,839		20,347		17,985		156,837
Substandard	2,615		24,673		21,114		36,411		26,997		79,860		9,057		200,727

Total owner occupied commercial real estate	$	234,878	$	330,296	$	284,316	$	310,381	$	335,239	$	461,337	$	44,323	$	2,000,770

Commercial and industrial
Pass	$	574,601	$	759,384	$	257,451	$	250,787	$	165,105	$	47,086	$	1,882,856	$	3,937,270
Special mention	10,387		49,471		17,096		2,451		20,838		2,977		66,385		169,605
Substandard	21,122		120,275		34,045		14,073		29,907		31,478		89,436		340,336
Doubtful	0		0		0		0		0		172		0		172
Total commercial and industrial	$	606,110	$	929,130	$	308,592	$	267,311	$	215,850	$	81,713	$	2,038,677	$	4,447,383

PPP
Pass	$	781,811	$	0	$	0	$	0	$	0	$	0	$	0	$	781,811
Total PPP	$	781,811	$	0	$	0	$	0	$	0	$	0	$	0	$	781,811

Pinnacle
Pass	$	165,218	$	118,139	$	70,498	$	208,568	$	203,990	$	340,973	$	0	$	1,107,386



Total Pinnacle	$	165,218	$	118,139	$	70,498	$	208,568	$	203,990	$	340,973	$	0	$	1,107,386

Bridge - Franchise Finance
Pass	$	48,741	$	91,509	$	23,650	$	8,745	$	11,817	$	6,416	$	0	$	190,878
Special mention	2,693		54,271		5,175		4,699		2,088		2,667		0		71,593
Substandard	36,515		101,772		84,064		33,213		16,706		3,297		0		275,567
Doubtful	0		0		10,771		0		924		0		0		11,695
Total Bridge - Franchise Finance	$	87,949	$	247,552	$	123,660	$	46,657	$	31,535	$	12,380	$	0	$	549,733

Bridge - Equipment Finance
Pass	$	23,684	$	137,730	$	66,004	$	50,000	$	36,963	$	49,875	$	0	$	364,256
Special mention	0		0		19,542		16,863		0		0		0		36,405
Substandard	0		30,762		9,894		34,231		0		0		0		74,887

Total Bridge - Equipment Finance	$	23,684	$	168,492	$	95,440	$	101,094	$	36,963	$	49,875	$	0	$	475,548

Mortgage Warehouse Lending
Pass	$	0	$	0	$	0	$	0	$	0	$	0	$	1,259,408	$	1,259,408



Total Mortgage Warehouse Lending	$	0	$	0	$	0	$	0	$	0	$	0	$	1,259,408	$	1,259,408

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

~~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

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2020~~

At ~~September~~June 30, ~~2020,~~2021, 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, 2021

	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	$	1,038,043	$	3,948,441	$	199,347	$	1,673,233	$	3,770,930	$	491,960	$	1,046,537	$	209,947	$	342,387	$	1,018,267	$	13,739,092
Special mention	6,085		47,907		5,184		41,923		33,364		0		0		1,857		1,744		0		138,064
Substandard - accruing	205,514		676,515		9,319		219,162		277,683		0		0		218,665		77,808		0		1,684,666
Substandard non-accruing	7,069		51,320		4,784		26,582		106,964		0		0		32,927		0		0		229,646
Doubtful	0		0		0		0		16,854		0		0		478		0		0		17,332
	$	1,256,711	$	4,724,183	$	218,634	$	1,960,900	$	4,205,795	$	491,960	$	1,046,537	$	463,874	$	421,939	$	1,018,267	$	15,808,800

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 $180 million of substandard accruing loans at December 31, 2019.~~


	December 31, 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	$	1,360,245	$	3,922,586	$	264,979	$	1,643,206	$	3,937,270	$	781,811	$	1,107,386	$	190,878	$	364,256	$	1,259,408	14,832,025
Special mention	36,335		219,843		20,898		156,837		169,605		0		0		71,593		36,405		0		711,516
Substandard -accruing	218,532		756,825		2,676		177,575		285,925		0		0		242,234		74,887		0		1,758,654
Substandard non-accruing	24,089		64,019		4,754		23,152		54,411		0		0		33,333		0		0		203,758
Doubtful	0		0		0		0		172		0		0		11,695		0		0		11,867
	$	1,639,201	$	4,963,273	$	293,307	$	2,000,770	$	4,447,383	$	781,811	$	1,107,386	$	549,733	$	475,548	$	1,259,408	$	17,517,820

Past Due and Non-Accrual Loans:

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


		September 30, 2020										December 31, 2019											June 30, 2021										December 31, 2020

		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			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	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	1-4 single family residential	$	5,128,499	$	45,498	$	9,345	$	23,424	$	5,206,766	$	4,857,332	$	48,851	$	7,489	$	9,164	$	4,922,836
Government insured residential	Government insured residential	382,620		70,183		45,355		590,897		1,089,055		93,560		45,347		30,426		529,311		698,644		Government insured residential	951,561		103,054		77,401		731,707		1,863,723		722,367		77,883		56,495		562,329		1,419,074

Other consumer loans	Other consumer loans	6,434		233		22		0		6,689		8,539		0		0		0		8,539		Other consumer loans	5,742		21		0		22		5,785		6,022		37		22		231		6,312
Multi-family	Multi-family	1,778,604		23,152		8,370		0		1,810,126		2,217,705		0		0		0		2,217,705		Multi-family	1,235,529		0		14,113		7,069		1,256,711		1,602,990		17,842		0		18,369		1,639,201
Non-owner occupied commercial real estate	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		Non-owner occupied commercial real estate	4,677,789		14,113		206		32,075		4,724,183		4,876,823		34,117		20,291		32,042		4,963,273
Construction and land	Construction and land	263,035		0		0		346		263,381		240,647		2,396		0		882		243,925		Construction and land	217,400		888		0		346		218,634		288,032		4,530		399		346		293,307
Owner occupied commercial real estate	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		Owner occupied commercial real estate	1,943,777		924		1,083		15,116		1,960,900		1,971,475		10,756		3,203		15,336		2,000,770
Commercial and industrial	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		Commercial and industrial	4,173,584		78		2,066		30,067		4,205,795		4,366,009		52,117		552		28,705		4,447,383
PPP	PPP	829,798		0		0		0		829,798		—		—		—		—		—		PPP	491,960		0		0		0		491,960		781,811		0		0		0		781,811
Pinnacle	Pinnacle	1,157,706		0		0		0		1,157,706		1,202,430		0		0		0		1,202,430		Pinnacle	1,046,537		0		0		0		1,046,537		1,107,386		0		0		0		1,107,386
Bridge - franchise finance	Bridge - franchise finance	577,583		19		13,041		15,579		606,222		610,315		3,840		2,501		10,826		627,482		Bridge - franchise finance	441,124		0		9,948		12,802		463,874		498,831		16,423		8,664		25,815		549,733
Bridge - equipment finance	Bridge - equipment finance	530,516		0		0		0		530,516		677,089		7,705		0		0		684,794		Bridge - equipment finance	421,939		0		0		0		421,939		475,548		0		0		0		475,548
Mortgage warehouse lending	Mortgage warehouse lending	1,250,903		0		0		0		1,250,903		768,472		0		0		0		768,472		Mortgage warehouse lending	1,018,267		0		0		0		1,018,267		1,259,408		0		0		0		1,259,408
		$	22,673,241	$	215,468	$	206,119	$	684,487	$	23,779,315	$	22,359,032	$	108,571	$	52,154	$	635,231	$	23,154,988		$	21,753,708	$	164,576	$	114,162	$	852,628	$	22,885,074	$	22,814,034	$	262,556	$	97,115	$	692,337	$	23,866,042

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

June 30, 2021

Included in the table above is the guaranteed portion of SBA loans past due by 90 days or more totaling $33.6 million and ~~$36.3~~$40.3 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

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~~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 ~~$595~~$732 million and ~~$531~~$562 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, substantially all of which were government insured residential 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, 2021				December 31, 2020
		September 30, 2020				December 31, 2019
		Amortized Cost		Amortized Cost With No Related Allowance		Amortized Cost			Amortized Cost		Amortized Cost With No Related Allowance		Amortized Cost		Amortized Cost With No Related Allowance
Residential and other consumer	Residential and other consumer	$	8,031	$	2,683	$	18,894	Residential and other consumer	$	45,553	$	1,643	$	28,828	$	1,755
Commercial:	Commercial:							Commercial:
Multi-family	Multi-family	0		0		6,138		Multi-family	7,069		7,069		24,090		24,090
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	54,944		27,002		40,097		Non-owner occupied commercial real estate	51,320		30,182		64,017		32,843
Construction and land	Construction and land	4,432		4,086		3,191		Construction and land	4,784		4,439		4,754		4,408
Owner occupied commercial real estate	Owner occupied commercial real estate	23,953		4,835		27,141		Owner occupied commercial real estate	26,582		7,545		23,152		2,110
Commercial and industrial	Commercial and industrial	72,094		11,898		74,757		Commercial and industrial	123,818		9,760		54,584		9,235

Bridge - franchise finance	Bridge - franchise finance	32,762		2,458		13,631		Bridge - franchise finance	33,405		4,010		45,028		9,754
Bridge - equipment finance		0		0		20,939
		$	196,216	$	52,962	$	204,788
									$	292,531	$	64,648	$	244,453	$	84,195

Included in the table above is the guaranteed portion of non-accrual SBA loans totaling ~~$43.6~~$47.7 million and ~~$45.7~~$51.3 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The amount of interest income recognized on non-accrual loans was insignificant for the three and six months ended June 30, 2021 and 2020. 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 ~~$2.7~~$3.4 million and ~~$7.6~~$5.9 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively and ~~$2.0~~$3.0 million and ~~$6.0~~$5.7 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, respectively.

Collateral dependent loans:

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


		Amortized Cost		Extent to Which Secured by Collateral			June 30, 2021				December 31, 2020
							Amortized Cost		Extent to Which Secured by Collateral		Amortized Cost		Extent to Which Secured by Collateral
Residential and other consumer	Residential and other consumer	$	3,339	$	3,331	Residential and other consumer	$	2,405	$	2,377	$	2,528	$	2,513
Commercial:	Commercial:					Commercial:

Multi-family						Multi-family	7,069		7,069		24,090		24,090
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	40,348		40,288		Non-owner occupied commercial real estate	40,965		40,724		52,813		52,435
Construction and land	Construction and land	4,432		4,432		Construction and land	4,784		4,784		4,754		4,754
Owner occupied commercial real estate	Owner occupied commercial real estate	15,107		15,107		Owner occupied commercial real estate	20,228		20,228		14,814		14,777
Commercial and industrial	Commercial and industrial	29,506		17,506		Commercial and industrial	99,405		61,286		28,112		18,093

Bridge - franchise finance	Bridge - franchise finance	19,122		12,724		Bridge - franchise finance	7,541		5,818		28,986		12,832

Total commercial	Total commercial	108,515		90,057		Total commercial	179,992		139,909		153,569		126,981
		$	111,854	$	93,388		$	182,397	$	142,286	$	156,097	$	129,494

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

June 30, 2021

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 ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2020~~

2021.

Foreclosure of residential real estate

The recorded investment in residential loans in the process of foreclosure was ~~$270~~$200 million, of which ~~$264~~$192 million was government insured, at ~~September~~June 30, ~~2020~~2021 and ~~$257~~$217 million, of which ~~$248~~$209 million was government insured, at December 31, ~~2019.~~2020. The carrying amount of foreclosed residential real estate included in other assets in the accompanying consolidated balance sheet was insignificant at ~~September~~June 30, ~~2020~~2021 and ~~$6 million at~~ December 31, ~~2019. In response to the COVID-19 pandemic, new foreclosure actions on residential loans have been temporarily suspended.~~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 ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 that experienced payment defaults during ~~the~~those periods ~~indicated~~ (dollars in thousands):


		Three Months Ended September 30,													Three Months Ended June 30,
		2020						2019							2021						2020
		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			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	Government insured residential	148	24,031		65	10,249		133	21,421		56	8,461		Government insured residential	116	$	21,758	54	$	9,878	52	$	7,291	121	$	19,512

Non-owner occupied commercial real estate														Non-owner occupied commercial real estate	1	2,853		0	0		0	0		1	4,249

Owner occupied commercial real estate		0	0		0	0		1	939		2	1,654
Commercial and industrial	Commercial and industrial	0	0		0	0		2	4,445		3	1,652		Commercial and industrial	0	0		0	0		2	1,348		0	0

Bridge - franchise finance	Bridge - franchise finance	0	0		6	8,503		1	12,850		0	0		Bridge - franchise finance	0	0		0	0		1	919		5	18,718

		149	$	25,252	71	$	18,752	137	$	39,655	61	$	11,767		117	$	24,611	54	$	9,878	55	$	9,558	127	$	42,479


		Nine Months Ended September 30,													Six Months Ended June 30,
		2020						2019							2021						2020
		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			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	1-4 single family residential	0	$	0	0	$	0	1	$	203	0		$	0
Government insured residential	Government insured residential	213	33,593		99	16,559		171	26,992		58	8,687		Government insured residential	143	27,235		63	10,997		86	12,183		150		23,994

Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	1	4,249		1	4,249		1	11,791		1	2,671		Non-owner occupied commercial real estate	1	2,853		0	0		1	4,249		1		4,249

Owner occupied commercial real estate		0	0		0	0		1	939		3	1,944

Commercial and industrial	Commercial and industrial	1	305		0	0		7	21,167		3	1,652		Commercial and industrial	0	0		0	0		2	1,348		3		5,448

Bridge - franchise finance	Bridge - franchise finance	9	14,554		7	12,081		4	15,715		0	0		Bridge - franchise finance	0	0		0	0		9	14,666		8		23,358

		226	$	54,123	107	$	32,889	186	$	77,164	65	$	14,954		144	$	30,088	63	$	10,997	99	$	32,649	$	162	$	57,049

TDRs during the three and ~~nine~~six months ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~generally included interest rate reductions ~~restructuring of the amount~~ and ~~timing of required periodic payments,~~ extensions of ~~maturity and covenant waivers.~~maturity. 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. 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 the provisions of the CARES Act.

2719

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

~~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
Allowance for loan and lease losses:
Ending balance $ 11,154 $ 97,517 $ 108,671
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: ACI loans $ 0 $ 0 $ 0
Loans:
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 collectively evaluated for impairment $ 5,454,422 $ 17,288,901 $ 22,743,323
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

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2020~~

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

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 ~~22.5% and 21.3% for the three and nine months ended September 30, 2020, respectively, and 24.1%~~25.8% and 25.3% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2021, respectively and 21.0% and 19.3% for the three and six months ended June 30, 2020, respectively. The effective income tax rates differed from the statutory federal income tax rate of 21% for the ~~2019 periods~~three and six months ended June 30, 2021 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 ~~nine~~six months ended ~~September~~June 30, 2020, income not subject to tax was a larger percentage of pre-tax ~~income.~~income when compared to the same periods in 2021.

Note 76 Derivatives and Hedging Activities

The Company ~~enters~~has entered into LIBOR-based interest rate swaps ~~that are~~and caps 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.~~flows. The Company has also ~~enters~~entered 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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the impact on earnings ~~included in other non-interest 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

~~Table of Contents~~

~~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 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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

June 30, 2021

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):


		September 30, 2020																	June 30, 2021

			Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Remaining Life in Years																Weighted Average Pay Rate			Weighted Average Receive Rate			Weighted Average Remaining Life in Years
						Notional Amount			Balance Sheet Location		Fair Value														Notional Amount						Balance Sheet Location			Fair Value
		Hedged Item						Asset			Liability		Hedged Item															Asset						Liability
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:																									Derivatives designated as cash flow hedges:
Pay-fixed interest rate swaps	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)	Pay-fixed interest rate swaps			Variability of interest cash flows on variable rate borrowings			2.53%			3-Month LIBOR			2.3			$	2,381,000			Other liabilities			$	0	$	(4,544)
Interest rate caps purchased, indexed to Fed Funds effective rate																		Interest rate caps purchased, indexed to Fed Funds effective rate	Variability of interest cash flows on variable rate borrowings					0%			—%			4.4			100,000			Other assets				1,259			0
Derivatives designated as fair value hedges:	Derivatives designated as fair value hedges:																	Derivatives designated as fair value hedges:
Receive-fixed interest rate swaps	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		Receive-fixed interest rate swaps	Variability of fair value of fixed rate borrowings				3-Month LIBOR			1.54%			0.2			200,000			Other liabilities				0			0
Derivatives not designated as hedges:	Derivatives not designated as hedges:																	Derivatives not designated as hedges:
Pay-fixed interest rate swaps	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-fixed interest rate swaps					3.57%			Indexed to 1-month LIBOR			5.4			1,679,754			Other assets / Other liabilities				1,067			(25,087)
Pay-variable interest rate swaps	Pay-variable interest rate swaps		Indexed to 1-month LIBOR		3.68%		5.9		1,528,952		Other assets			138,332		0		Pay-variable interest rate swaps					Indexed to 1-month LIBOR			3.57%			5.4			1,679,754			Other assets				77,014			(2,154)
Interest rate caps purchased, indexed to 1-month LIBOR	Interest rate caps purchased, indexed to 1-month LIBOR				3.71%		0.7		25,955		Other assets			0		0		Interest rate caps purchased, indexed to 1-month LIBOR								2.36%			2.6			43,000			Other assets				346			0
Interest rate caps sold, indexed to 1-month LIBOR	Interest rate caps sold, indexed to 1-month LIBOR		3.71%				0.7		25,955		Other liabilities			0		0		Interest rate caps sold, indexed to 1-month LIBOR					2.36%						2.6			43,000			Other liabilities				0			(346)
									$	6,280,814				$	138,332	$	(49,482)															$	6,126,508						$	79,686		$	(32,131)

3021

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021


		December 31, 2019																	December 31, 2020

			Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Remaining Life in Years																Weighted Average Pay Rate			Weighted Average Receive Rate			Weighted Average Remaining Life in Years
						Notional Amount			Balance Sheet Location		Fair Value														Notional Amount						Balance Sheet Location			Fair Value
		Hedged Item						Asset			Liability		Hedged Item															Asset						Liability
Derivatives designated as cash flow hedges:	Derivatives designated as cash flow hedges:																									Derivatives designated as cash flow hedges:
Pay-fixed interest rate swaps	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)	Pay-fixed interest rate swaps			Variability of interest cash flows on variable rate borrowings			2.41%			3-Month LIBOR			2.5			$	2,771,000			Other liabilities			$	0	$	(5,971)
Interest rate caps purchased, indexed to Fed Funds effective rate																		Interest rate caps purchased, indexed to Fed Funds effective rate	Variability of interest cash flows on variable rate borrowings					0%			—%			4.9			100,000			Other assets				485			0
Derivatives designated as fair value hedges:																		Derivatives designated as fair value hedges:
Receive-fixed interest rate swaps																		Receive-fixed interest rate swaps	Variability of fair value of fixed rate borrowings				3-Month LIBOR			1.55%			0.6			250,000			Other liabilities				0			0
Derivatives not designated as hedges:	Derivatives not designated as hedges:																	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	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-fixed interest rate swaps					3.61%			Indexed to 1-month LIBOR			5.3			1,626,152			Other assets / Other liabilities				0			(38,519)
Pay-variable interest rate swaps	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)		Pay-variable interest rate swaps					Indexed to 1-month LIBOR			3.61%			5.3			1,626,152			Other assets / Other liabilities				123,345			0
Interest rate caps purchased, indexed to 1-month LIBOR	Interest rate caps purchased, indexed to 1-month LIBOR				3.30%		0.6		61,004		Other assets			0		—		Interest rate caps purchased, indexed to 1-month LIBOR								3.72%			0.4			25,921			Other assets				0			0
Interest rate caps sold, indexed to 1-month LIBOR	Interest rate caps sold, indexed to 1-month LIBOR		3.30%				0.6		61,004		Other liabilities			—		0		Interest rate caps sold, indexed to 1-month LIBOR					3.72%						0.4			25,921			Other liabilities				0			0
									$	6,423,718				$	43,686	$	(19,029)															$	6,425,146						$	123,830		$	(44,490)

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 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


	Three Months Ended June 30,				Six Months Ended June 30,				Location of Loss Reclassified from AOCI into Income
	2021		2020		2021		2020
Interest rate contracts	$	(14,882)	$	(10,009)	$	(29,857)	$	(14,565)	Interest expense on borrowings

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, 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 ~~September~~June 30, ~~2020,~~2021, the amount of net loss expected to be reclassified from AOCI into earnings during the next twelve months was ~~$57.0~~$38.9 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 September 30,				Nine Months Ended September 30,				Location of Gain (Loss) in Consolidated Statements of Income		Three Months Ended June 30,				Six Months Ended June 30,				Location of Gain (Loss) in Consolidated Statements of Income
		2020		2019		2020		2019				2021		2020		2021		2020
Fair value adjustment on derivatives	Fair value adjustment on derivatives	$	(738)	$	(382)	$	3,290	$	(382)	Interest expense on borrowings	Fair value adjustment on derivatives	$	(669)	$	8	$	(1,496)	$	4,028	Interest expense on borrowings
Fair value adjustment on hedged items	Fair value adjustment on hedged items	763		362		(3,309)		362		Interest expense on borrowings	Fair value adjustment on hedged items	670		(164)		1,495		(4,072)		Interest expense on borrowings
Gain (loss) recognized on fair value hedges (ineffective portion)	Gain (loss) recognized on fair value hedges (ineffective portion)	$	25	$	(20)	$	(19)	$	(20)		Gain (loss) recognized on fair value hedges (ineffective portion)	$	1	$	(156)	$	(1)	$	(44)

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

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


		September 30, 2020		December 31, 2019		Location in Consolidated Balance Sheets		June 30, 2021		December 31, 2020		Location in Consolidated Balance Sheets
Contractual balance outstanding of hedged item	Contractual balance outstanding of hedged item	$	250,000	$	250,000	FHLB and PPPLF borrowings	Contractual balance outstanding of hedged item	$	200,000	$	250,000	FHLB advances
Cumulative fair value hedging adjustments	Cumulative fair value hedging adjustments	$	2,810	$	(499)	FHLB and PPPLF borrowings	Cumulative fair value hedging adjustments	$	505	$	1,999	FHLB advances

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~~(in thousands):


		September 30, 2020																							June 30, 2021

				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	Derivative assets	$	0			$	0			$	0			$	0			$	0				$	0		Derivative assets	$	1,413				$	0	$	1,413	$	(1,363)	$	0	$	50
Derivative liabilities	Derivative liabilities	(49,482)		0				(49,482)				0				49,482				0			Derivative liabilities		(29,631)				0			(29,631)		1,363		28,220		(48)
		$	(49,482)	$	0			$	(49,482)			$	0			$	49,482			$	0				$	(28,218)			$	0		$	(28,218)	$	0	$	28,220	$	2


		December 31, 2019																							December 31, 2020

				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	Derivative assets	$	876			$	0			$	876			$	(876)			$	0				$	0		Derivative assets	$	0				$	0	$	0	$	0	$	0	$	0
Derivative liabilities	Derivative liabilities	(16,914)		0				(16,914)				876				16,038				0			Derivative liabilities		(44,490)				0			(44,490)		0		44,332		(158)
		$	(16,038)	$	0			$	(16,038)			$	0			$	16,038			$	0				$	(44,490)			$	0		$	(44,490)	$	0	$	44,332	$	(158)

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 ~~September~~June 30, ~~2020,~~2021, the Company had pledged net financial collateral of ~~$54.5~~$31.5 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.

3223

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

Note 87 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,													Three Months Ended June 30,
		2020						2019							2021						2020
		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:													Unrealized gains (losses) on investment securities available for sale:
Net unrealized holding gain arising during the period	Net unrealized holding gain arising during the period	$	66,885	$	(17,056)	$	49,829	$	11,372	$	(3,014)	$	8,358	Net unrealized holding gain arising during the period	$	18,692	$	(4,766)	$	13,926	$	252,893	$	(64,488)	$	188,405
Amounts reclassified to gain on investment securities available for sale, net	Amounts reclassified to gain on investment securities available for sale, net	(2,262)		577		(1,685)		(3,426)		908		(2,518)		Amounts reclassified to gain on investment securities available for sale, net	(2,842)		724		(2,118)		(5,723)		1,459		(4,264)
Net change in unrealized gains (losses) on investment securities available for sale	Net change in unrealized gains (losses) on investment securities available for sale	64,623		(16,479)		48,144		7,946		(2,106)		5,840		Net change in unrealized gains (losses) on investment securities available for sale	15,850		(4,042)		11,808		247,170		(63,029)		184,141
Unrealized losses on derivative instruments:	Unrealized losses on derivative instruments:													Unrealized losses on derivative instruments:
Net unrealized holding gain (loss) arising during the period	Net unrealized holding gain (loss) arising during the period	1,680		(429)		1,251		(22,822)		6,048		(16,774)		Net unrealized holding gain (loss) arising during the period	(12,005)		3,061		(8,944)		(12,288)		1,218		(11,070)
Amounts reclassified to interest expense on borrowings	Amounts reclassified to interest expense on borrowings	15,836		(4,038)		11,798		(509)		135		(374)		Amounts reclassified to interest expense on borrowings	14,882		(3,794)		11,088		10,009		(2,507)		7,502
Net change in unrealized losses on derivative instruments	Net change in unrealized losses on derivative instruments	17,516		(4,467)		13,049		(23,331)		6,183		(17,148)		Net change in unrealized losses on derivative instruments	2,877		(733)		2,144		(2,279)		(1,289)		(3,568)
Other comprehensive income (loss)	Other comprehensive income (loss)	$	82,139	$	(20,946)	$	61,193	$	(15,385)	$	4,077	$	(11,308)	Other comprehensive income (loss)	$	18,727	$	(4,775)	$	13,952	$	244,891	$	(64,318)	$	180,573


		Nine Months Ended September 30,													Six Months Ended June 30,
		2020						2019							2021						2020
		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:													Unrealized gains (losses) on investment securities available for sale:
Net unrealized holding gain arising during the period		$	33,142	$	(8,068)	$	25,074	$	72,519	$	(19,218)	$	53,301
Net unrealized holding loss arising during the period														Net unrealized holding loss arising during the period	$	(11,489)	$	2,930	$	(8,559)	$	(33,743)	$	8,988	$	(24,755)
Amounts reclassified to gain on investment securities available for sale, net	Amounts reclassified to gain on investment securities available for sale, net	(9,515)		2,426		(7,089)		(11,657)		3,089		(8,568)		Amounts reclassified to gain on investment securities available for sale, net	(6,809)		1,736		(5,073)		(7,253)		1,849		(5,404)
Net change in unrealized gains (losses) on investment securities available for sale	Net change in unrealized gains (losses) on investment securities available for sale	23,627		(5,642)		17,985		60,862		(16,129)		44,733		Net change in unrealized gains (losses) on investment securities available for sale	(18,298)		4,666		(13,632)		(40,996)		10,837		(30,159)
Unrealized losses on derivative instruments:	Unrealized losses on derivative instruments:													Unrealized losses on derivative instruments:
Net unrealized holding loss arising during the period		(120,559)		29,926		(90,633)		(101,588)		26,921		(74,667)
Net unrealized holding gain (loss) arising during the period														Net unrealized holding gain (loss) arising during the period	21,030		(5,363)		15,667		(122,239)		30,355		(91,884)
Amounts reclassified to interest expense on borrowings	Amounts reclassified to interest expense on borrowings	30,401		(7,752)		22,649		(4,920)		1,304		(3,616)		Amounts reclassified to interest expense on borrowings	29,857		(7,613)		22,244		14,565		(3,714)		10,851
Net change in unrealized losses on derivative instruments	Net change in unrealized losses on derivative instruments	(90,158)		22,174		(67,984)		(106,508)		28,225		(78,283)		Net change in unrealized losses on derivative instruments	50,887		(12,976)		37,911		(107,674)		26,641		(81,033)
Other comprehensive loss		$	(66,531)	$	16,532	$	(49,999)	$	(45,646)	$	12,096	$	(33,550)
Other comprehensive income (loss)														Other comprehensive income (loss)	$	32,589	$	(8,310)	$	24,279	$	(148,670)	$	37,478	$	(111,192)

3324

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September~~June 30, ~~2020~~2021

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


		Three Months Ended September 30,							Three Months Ended June 30,
		Unrealized Gain (Loss) on Investment Securities Available for Sale		Unrealized Gain (Loss) on Derivative Instruments		Total			Unrealized Gain (Loss) on Investment Securities Available for Sale		Unrealized Gain (Loss) on Derivative Instruments		Total
Balance at March 31, 2021								Balance at March 31, 2021	$	38,359	$	(77,184)	$	(38,825)
Other comprehensive income								Other comprehensive income	11,808		2,144		13,952
Balance at June 30, 2021								Balance at June 30, 2021	$	50,167	$	(75,040)	$	(24,873)

Balance at March 31, 2020								Balance at March 31, 2020	$	(186,115)	$	(137,477)	$	(323,592)
Other comprehensive income (loss)								Other comprehensive income (loss)	184,141		(3,568)		$	180,573
Balance at June 30, 2020	Balance at June 30, 2020	$	(1,974)	$	(141,045)	$	(143,019)	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,							Six Months Ended June 30,
		Unrealized Gain on Investment Securities Available for Sale		Unrealized Gain (Loss) on Derivative Instruments		Total			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)
Balance at December 31, 2020								Balance at December 31, 2020	$	63,799	$	(112,951)	$	(49,152)

Other comprehensive income (loss)	Other comprehensive income (loss)	17,985		(67,984)		(49,999)		Other comprehensive income (loss)	(13,632)		37,911		24,279
Balance at September 30, 2020		$	46,170	$	(127,996)	$	(81,826)
Balance at June 30, 2021								Balance at June 30, 2021	$	50,167	$	(75,040)	$	(24,873)

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

Capital Actions

In July 2021, the Company's Board of Directors authorized the repurchase of up to $150 million in shares of its outstanding common stock. This authorization is in addition to $37.7 million in remaining authorization under a previously announced share repurchase program. Any repurchases under the program will be made in accordance with applicable securities laws from time to time in open market or private transactions. No time limit was set for the completion of the share repurchase program, and the program may be suspended or discontinued without prior notice at any time.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

June 30, 2021

Note 98 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

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2020~~


	Number of Share Awards	Weighted Average Grant Date Fair Value
Unvested share awards outstanding, December 31, 2020	1,161,835	$	33.32
Granted	559,180	42.17
Vested	(460,269)	34.01
Canceled or forfeited	(48,684)	35.19
Unvested share awards outstanding, June 30, 2021	1,212,062	$	37.07

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 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~~later 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.

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):

Nine Months Ended September 30,
2020 2019
Closing price on date of grant (1)
$13.99 - $30.90 $31.07 - $36.65
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.~~


	Six Months Ended June 30,
	2021		2020
Closing price on date of grant	$42.01 - $47.52		$13.99 - $30.90
Aggregate grant date fair value of shares vesting	$	15,652	$	17,824

The total unrecognized compensation cost of ~~$25.4~~$34.5 million for all unvested share awards outstanding at ~~September~~June 30, ~~2020~~2021 will be recognized over a weighted average remaining period of ~~2.62~~2.94 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 generally 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.~~after. 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

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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 periods indicated follows:


					RSU	PSU
Unvested executive share-based awards outstanding, December 31, 2020				Unvested executive share-based awards outstanding, December 31, 2020	156,555	179,793
Granted				Granted	63,814	63,814

Unvested executive share-based awards outstanding, June 30, 2021				Unvested executive share-based awards outstanding, June 30, 2021	220,369	243,607
		RSU	PSU
Unvested executive share-based awards outstanding, December 31, 2019	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	Granted	106,731	106,731	Granted	106,731	106,731

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
Granted		73,062	73,062

Unvested executive share-based awards outstanding, September 30, 2019		163,674	172,936
Unvested executive share-based awards outstanding, June 30, 2020				Unvested executive share-based awards outstanding, June 30, 2020	218,847	231,819

The total liability for the share units was ~~$3.9~~$6.8 million at ~~September~~June 30, ~~2020.~~2021. The total unrecognized compensation cost of ~~$6.0~~$13.0 million for these share units at ~~September~~June 30, ~~2020~~2021 will be recognized over a weighted average remaining period of ~~2.32~~2.22 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 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~~subsequent performance periods vest in equal installments over a period of four years from the date of grant. No common stock was awarded pursuant to these incentive arrangements for the 2020 performance period. 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.

T~~he 644,300~~ unvested share awards granted during the nine months ended 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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 follows:

Number of
Option
Awards Weighted
Average
Exercise Price
Option awards outstanding, December 31, 2019 737,753 $ 26.64
Exercised (67,768) 24.66
Option awards outstanding and exercisable, September 30, 2020 669,985 $ 26.84
Option awards outstanding, December 31, 2018 964,840 $ 26.53
Exercised (26,043) 20.63
Canceled or forfeited (1,960) 63.74
Option awards outstanding, September 30, 2019 936,837 $ 26.62


	Number of Option Awards	Weighted Average Exercise Price
Option awards outstanding, December 31, 2020	1,569	$	15.94
Exercised	(1,569)	15.94

Option awards outstanding and exercisable, June 30, 2021	0	$	0

Option awards outstanding, December 31, 2019	737,753	$	26.64
Exercised	(60,000)	25.48

Option awards outstanding, June 30, 2020	677,753	$	26.74

The intrinsic value of options exercised and related tax benefits was immaterial for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019.~~2020.

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June 30, 2021

Note 109 Fair Value Measurements

Assets and liabilities measured at fair value on a recurring basis

~~Following~~The 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 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 and caps 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

June 30, 2021

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


		September 30, 2020							June 30, 2021

		Level 1		Level 2		Total			Level 1		Level 2		Total
Investment securities available for sale:	Investment securities available for sale:							Investment securities available for sale:
U.S. Treasury securities	U.S. Treasury securities	$	76,910	$	—	$	76,910	U.S. Treasury securities	$	156,637	$	0	$	156,637
U.S. Government agency and sponsored enterprise residential MBS	U.S. Government agency and sponsored enterprise residential MBS	—		2,314,754		2,314,754		U.S. Government agency and sponsored enterprise residential MBS	0		2,215,440		2,215,440
U.S. Government agency and sponsored enterprise commercial MBS	U.S. Government agency and sponsored enterprise commercial MBS	—		541,536		541,536		U.S. Government agency and sponsored enterprise commercial MBS	0		835,588		835,588

Private label residential MBS and CMOs	Private label residential MBS and CMOs	—		1,167,706		1,167,706		Private label residential MBS and CMOs	0		2,111,727		2,111,727
Private label commercial MBS	Private label commercial MBS	—		2,440,550		2,440,550		Private label commercial MBS	0		2,594,024		2,594,024
Single family rental real estate-backed securities	Single family rental real estate-backed securities	—		768,898		768,898		Single family rental real estate-backed securities	0		617,445		617,445
Collateralized loan obligations	Collateralized loan obligations	—		1,142,404		1,142,404		Collateralized loan obligations	0		982,267		982,267
Non-mortgage asset-backed securities	Non-mortgage asset-backed securities	—		251,839		251,839		Non-mortgage asset-backed securities	0		176,506		176,506
State and municipal obligations	State and municipal obligations	—		242,921		242,921		State and municipal obligations	0		228,625		228,625
SBA securities	SBA securities	—		241,759		241,759		SBA securities	0		215,634		215,634

Marketable equity securities	Marketable equity securities	101,606		—		101,606		Marketable equity securities	88,142		0		88,142
Servicing rights	Servicing rights	—		7,568		7,568		Servicing rights	0		6,950		6,950
Derivative assets	Derivative assets	—		138,332		138,332		Derivative assets	0		79,686		79,686
Total assets at fair value	Total assets at fair value	$	178,516	$	9,258,267	$	9,436,783	Total assets at fair value	$	244,779	$	10,063,892	$	10,308,671
Derivative liabilities	Derivative liabilities	$	—	$	(49,482)	$	(49,482)	Derivative liabilities	$	0	$	(32,131)	$	(32,131)
Total liabilities at fair value	Total liabilities at fair value	$	—	$	(49,482)	$	(49,482)	Total liabilities at fair value	$	0	$	(32,131)	$	(32,131)


	December 31, 2020

	Level 1		Level 2		Total
Investment securities available for sale:
U.S. Treasury securities	$	80,851	$	0	$	80,851
U.S. Government agency and sponsored enterprise residential MBS	0		2,405,570		2,405,570
U.S. Government agency and sponsored enterprise commercial MBS	0		539,354		539,354

Private label residential MBS and CMOs	0		998,603		998,603
Private label commercial MBS	0		2,526,354		2,526,354
Single family rental real estate-backed securities	0		650,888		650,888
Collateralized loan obligations	0		1,140,274		1,140,274
Non-mortgage asset-backed securities	0		253,261		253,261
State and municipal obligations	0		235,709		235,709
SBA securities	0		231,545		231,545

Marketable equity securities	104,274		0		104,274
Servicing rights	0		7,073		7,073
Derivative assets	0		123,830		123,830
Total assets at fair value	$	185,125	$	9,112,461	$	9,297,586
Derivative liabilities	$	0	$	(44,490)	$	(44,490)
Total liabilities at fair value	$	0	$	(44,490)	$	(44,490)

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~~September~~June 30, ~~2020~~2021

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~~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.

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~~Loans held for sale—~~Fair values~~Loans not originated or otherwise acquired with the intent to sell are transferred into the held for sale classification at the lower of ~~impaired operating lease equipment are~~carrying amount or fair value, typically determined based ~~upon discounted~~

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

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2020~~

The following ~~tables present~~table presents the net carrying value of assets classified within level 3 of the fair value hierarchy at the dates indicated, 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, 2021			December 31, 2020
	September 30, 2019										Losses from Fair Value Changes
Collateral dependent loans															Collateral dependent loans	$	92,410	$	73,803
Loans held for sale															Loans held for sale	0		20,500
OREO and repossessed assets															OREO and repossessed assets	2,061		2,786
	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)
																$	94,471	$	97,089

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):


			September 30, 2020				December 31, 2019						June 30, 2021				December 31, 2020

		Level	Carrying Value		Fair Value		Carrying Value		Fair Value			Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:	Assets:										Assets:
Cash and cash equivalents	Cash and cash equivalents	1	$	369,776	$	369,776	$	214,673	$	214,673	Cash and cash equivalents	1	$	895,348	$	895,348	$	397,716	$	397,716
Investment securities	Investment securities	1/2	$	9,300,883	$	9,301,948	$	7,769,237	$	7,769,949	Investment securities	1/2	$	10,232,035	$	10,232,907	$	9,176,683	$	9,177,870
Non-marketable equity securities	Non-marketable equity securities	2	$	208,614	$	208,614	$	253,664	$	253,664	Non-marketable equity securities	2	$	164,959	$	164,959	$	195,865	$	195,865
Loans held for sale	Loans held for sale	2	$	3,816	$	4,056	$	37,926	$	39,731	Loans held for sale	2	$	0	$	0	$	24,676	$	25,057
Loans, net	Loans, net	3	$	23,505,187	$	24,007,794	$	23,046,317	$	23,350,684	Loans, net	3	$	22,885,074	$	23,190,143	$	23,608,719	$	24,205,016
Derivative assets	Derivative assets	2	$	138,332	$	138,332	$	43,686	$	43,686	Derivative assets	2	$	79,686	$	79,686	$	123,830	$	123,830
Liabilities:	Liabilities:										Liabilities:
Demand, savings and money market deposits	Demand, savings and money market deposits	2	$	20,709,307	$	20,709,307	$	17,047,344	$	17,047,344	Demand, savings and money market deposits	2	$	25,631,195	$	25,631,195	$	22,688,617	$	22,688,617
Time deposits	Time deposits	2	$	5,887,903	$	5,905,597	$	7,347,247	$	7,377,301	Time deposits	2	$	2,978,074	$	2,979,040	$	4,807,199	$	4,814,862
Federal funds purchased	Federal funds purchased	2	$	180,000	$	180,000	$	100,000	$	100,000	Federal funds purchased	2	$	0	$	0	$	180,000	$	180,000
FHLB and PPPLF borrowings		2	$	4,118,460	$	4,124,405	$	4,480,501	$	4,500,969
FHLB advances											FHLB advances	2	$	2,681,505	$	2,683,248	$	3,122,999	$	3,127,190
Notes and other borrowings	Notes and other borrowings	2	$	722,592	$	818,868	$	429,338	$	473,327	Notes and other borrowings	2	$	721,639	$	838,205	$	722,495	$	849,120
Derivative liabilities	Derivative liabilities	2	$	49,482	$	49,482	$	19,029	$	19,029	Derivative liabilities	2	$	32,131	$	32,131	$	44,490	$	44,490

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BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

June 30, 2021

Note 1110 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.

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.

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~~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 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 ~~September~~June 30, ~~2020~~2021 were as follows (in thousands):


Commitments to fund loans	$	~~267,339~~622,579

Unfunded commitments under lines of credit	~~3,583,714~~3,747,497
Commercial and standby letters of credit	~~91,170~~95,034
	$	~~3,942,223~~4,465,110

Legal Proceedings

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

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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 ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 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~~2020 Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 (the ~~"2019~~"2020 Annual Report on Form ~~10-K”~~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~~2020 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~~Governmental authorities ~~included implementation~~implemented a number 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.~~activities. While ~~many~~most of these restrictions ~~are beginning~~have been lifted or moderated and we believe economic indicators currently point to ~~ease and economic activity has started to resume,~~a strong recovery, the ~~COVID-19~~ pandemic and these ~~necessary~~ precautionary measures ~~have~~ negatively impacted the global ~~economy, disrupted global supply chains, created volatility~~ and ~~disruption~~domestic economies, including in ~~financial markets and led to declines in GDP and increases in unemployment levels.~~the Company's primary market areas. Certain sectors to which the Company has credit exposure, such as travel and hospitality and retail ~~have been~~were particularly ~~impacted by the pandemic.~~

impacted. The response of the U.S. Government to the economic impact of the crisis was swift and broad-based. The government ~~has taken~~took a series of actions to support individuals, households and businesses that ~~have been~~were negatively impacted by the economic disruption caused by the pandemic including enactment and subsequent extension 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,~~Development and ~~there~~deployment of vaccines and improvements in treatments for the virus are positive signs and the economy is recovering, however, uncertainty remains ~~a high level of uncertainty~~ about the future trajectory of that recovery and the virus and ~~its~~by extension, the ultimate impact on ~~the economy.~~our financial condition and results of operations.

A summary of the effects the COVID-19 pandemic has had on our Company is discussed in the "Impact of the COVID-19 Pandemic and Our Response" section in the MD&A of ~~our expectations about~~the Company's 2020 Annual report on Form 10-K. A discussion of how our Company continues to be and 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 nine months ended September 30, 2020~~ were impacted by the COVID-19 pandemic.

•~~Deterioration~~The COVID-19 pandemic and its effect on the economy and our borrowers has impacted the provision for credit losses and the ACL. The provision for credit losses has been more volatile since the onset of the pandemic; deterioration in economic conditions led to a higher provision for credit losses ~~and ACL~~ during the ~~nine~~year ended December 31, 2020, while improvement in economic conditions and our reasonable and supportable economic forecast contributed to a recovery of provision for credit losses of $(27.5) million and $(55.5) million for the quarter and six months ended ~~September~~June 30, ~~2020. There~~2021. While key economic indicators and our economic forecast have improved significantly, there continues to be ~~significant~~ uncertainty as to the ultimate impact of the COVID-19 crisis on future credit loss expense and future levels of the ~~ACL, but they~~ACL. The provision for credit losses may continue to be ~~more~~ volatile and the level of the ACL may change materially from current levels. Future levels of the ACL could be significantly impacted, in either direction, by changes in the economic outlook and by the evolving impact of the pandemic and related events on individual borrowers in the portfolio.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

June 30, 2021

•Levels of criticized and classified assets and non-performing assets increased ~~at September 30,~~in 2020, largely as a result of the COVID-19 ~~pandemic.~~pandemic and its impact or potential impact on our borrowers and certain portfolio sub-segments. Additionally, a significant number of borrowers ~~have~~ requested and were granted relief in the form of temporary payment deferrals or modifications. ~~Beginning late in~~Although levels of criticized and classified loans remain elevated compared to historical levels, as COVID-19 related restrictions on economic activity were lifted and the economic recovery gained momentum, criticized and classified loans declined by a total of $616 million and loans on short-term deferral or subject to modification under the CARES Act declined by $297 million over the first ~~quarter~~six months of ~~2020~~2021. See the section entitled "Asset Quality" for further discussion. If the economic recovery continues on the path of our current reasonable and ~~continuing through~~supportable forecast, we would expect to see the ~~third quarter, risk ratings were re-evaluated for a substantial portion~~positive impact of that recovery on the operations of borrowers, and would expect the level of criticized and classified loans to decline further over the remainder of 2021. However, since uncertainty remains about the trajectory of the ~~commercial portfolio, with~~virus and the economic recovery and the specific impact on our borrowers, there is a ~~particular focus on portfolio segments we identified for enhanced monitoring~~possibility that the level of criticized and ~~loans for which we granted temporary payment deferrals or modifications in light of the COVID-19 pandemic. At September 30, 2020, we had~~classified assets may not ~~experienced an increase in~~decline. Similarly, non-performing assets, ~~as a result of the pandemic. It is difficult to predict when, if, or to what extent levels of non-~~

~~performing assets~~charge-offs and delinquencies ~~will~~could increase from current levels, particularly 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~~loans currently subject to ~~the impact of~~ temporary payment deferrals and modifications ~~and various forms~~reach the end of ~~government assistance that our borrowers may receive.~~those deferral or modification periods.

•The level of commercial loan origination activity, outside of our participation in the PPP, was lower in ~~the second and third quarters~~2020 as a result of the ~~pandemic.~~pandemic, and commercial loan demand remained below pre-pandemic levels through the first half of 2021. Line utilization has also remained below pre-pandemic levels.

~~Our share price has~~•Levels of liquidity in the banking system and on our balance sheet have 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~~elevated, likely as a result of fiscal stimulus. Elevated levels of ~~available liquidity.~~liquidity and the related persistent low interest rate environment have contributed to deposit growth, but have also had a negative impact on our net interest margin. It is difficult to predict the long-term impact on liquidity of future changes in fiscal or monetary policy.

The pandemic has impacted our operations. Currently, the substantial majority of our non-branch employees continue to work remotely, although we expect most of these employees to return to the office under a hybrid arrangement in the near term. 97% of our branch locations are ~~working remotely.~~open and have resumed normal operations. We did not experience any significant operational difficulties, technology failures or outages, or customer service disruptions ~~in our~~as a result of the transition to a remote work environment. ~~88% of our branches remain open~~We continue 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 focusedfocus on ~~insuring~~ensuring that our technology systems and internal controls ~~continue to~~ operate effectively in a remote or hybrid 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.~~control environment. 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 has been and may continue to be ~~impacted~~negatively affected by the impact of the pandemic on their businesses ~~or by social distancing measures.~~and on the overall level of economic activity. Potential borrowers impacted by the pandemic may no longer meet our underwriting criteria. WeLoan production in most portfolio segments has not yet returned to pre-pandemic levels. While we currently expect loan production ~~in many portfolio segments~~ to ~~be muted in~~increase over the ~~near term as a result~~second half of 2021, our ability to increase production will depend at least to some extent on the future trajectory of the ~~pandemic.~~pandemic and on the pace and timing of economic recovery.

In response to the pandemic, we ~~have~~ prioritized risk management and implemented a number of measures to support our customers, employees and ~~employees. Specifically, we have:~~communities. Those measures included, but were not limited to:

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

•~~Enhanced liquidity monitoring~~management and ~~management protocols.~~

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

•Enhanced liquidity monitoring and management protocols, although we have not experienced constraints on liquidity since the onset of the pandemic; in fact, liquidity levels have been elevated.

•Focused on portfolio management activities, including segregating certain segments of the loan portfolio for additional monitoring, increasing 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~~enhancing workout and recovery staffing and ~~processes.~~

•~~Enhanced~~processes and enhancing 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~~Monitoring our critical third party service providers ~~and evaluated~~to insure 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 and protocols 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 recently started returning a limited number of employees to select corporate offices.

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

•~~Temporarily halted new residential foreclosure actions.~~Disbursed over 150 grants to nonprofit organizations across our footprint and helped to meet the needs of our community partners through employee volunteer efforts, including "virtual" volunteer hours.

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 ~~September~~June 30, ~~2020~~2021 was ~~$66.6~~$104.0 million, or ~~$0.70~~$1.11 per diluted share, compared to ~~$76.2~~$76.5 million, or ~~$0.77~~$0.80 per diluted share, for the three months ended ~~September~~June 30, ~~2019. For~~2020 and net income of $98.8 million or $1.06 per diluted share for the ~~nine~~immediately preceding quarter ended March 31, 2021. Net income for the six months ended ~~September~~June 30, ~~2020, net income~~2021 was ~~$112.1~~$202.8 million, or ~~$1.17~~$2.17 per diluted share, compared to ~~$223.6~~$45.6 million, or ~~$2.23~~$0.47 per diluted share, for the ~~nine~~six months ended ~~September~~June 30, ~~2019. Results~~2020. On an annualized basis, earnings for the ~~nine~~six months ended ~~September~~June 30, ~~2020 were negatively impacted by the application~~2021 generated a return on average stockholders' equity of ~~the CECL accounting methodology, including the expected impact~~13.2% and a return on average assets of ~~COVID-19 on the provision for credit losses.~~1.15%.

•Non-interest bearing demand deposits grew by $906 million, or 15%, for the quarter ended September 30, 2020, to 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 depositsPPNR was ~~partially offset by continued runoff of higher cost time deposits. Average non-interest bearing demand deposits increased by $874~~$112.6 million for the ~~quarter~~three months ended ~~September~~June 30, 2021 compared to $103.3 million for the immediately preceding three months ended March 31, 2021 and $122.3 million for the three months ended June 30, 2020. For the six months ended June 30, 2021 and 2020, PPNR was $215.9 million and $207.3 million, respectively.

•Net interest income increased by $2.1 million compared to the immediately preceding quarter ended March 31, 2021 and by ~~$2.2 billion compared to the quarter ended September 30, 2019.~~

•The average cost of total deposits declined by 0.23% to 0.57% for the quarter ended September 30, 2020, its lowest level since the Company's inception. The cost of total deposits was 0.80% for the quarter ended June 30, 2020 and 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$8.0 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 continued to improve year-over-year, increasing by $12.9 million to $115.1 million 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, was 2.32% for the quarter ended September 30, 2020 compared to 2.39% for the immediately preceding quarter. Deployment of liquidity into the securities portfolio contributed to the decline in the net interest margin for the quarter. The yield on interest earnings assets declined by 0.22% while the cost of interest bearing liabilities declined by 0.15% for the quarter ended September 30, 2020 compared to the quarter ended June 30, 2020. The net interest margin, ~~was 2.41%~~calculated on a tax-equivalent basis, decreased to 2.37% for the ~~quarter~~three months ended ~~September~~June 30, ~~2019.~~2021 from 2.39% for both the immediately preceding three months ended March 31, 2021 and the three months ended June 30, 2020.

•The average cost of total deposits continued to decline, dropping by 0.08% to 0.25% for the three months ended June 30, 2021 from 0.33% for the immediately preceding three months ended March 31, 2021, and 0.80% for the three months ended June 30, 2020. On a spot basis, the APY on total deposits declined to 0.22% at June 30, 2021 from 0.27% at March 31, 2021 and 0.36% at December 31, 2020.

•For the three months ended June 30, 2021, the Company recorded a recovery of credit losses of $(27.5) million compared to a recovery of $(28.0) million for the immediately preceding three months ended March 31, 2021 and a provision for credit losses ~~totaled $29.2~~of $25.4 million for the three months ended ~~September 30, 2020. The provision for credit losses was $180.1 million for the nine months ended September~~June 30, 2020. For the ~~three and nine~~six months ended June 30, 2021 and 2020, the provision for (recovery of) credit losses was $(55.5) million and $150.8 million, respectively.

•As expected, the Company's levels of criticized and classified loans, which had increased as a result of the COVID-19 pandemic, have started to decline. During the three months ended June 30, 2021, total criticized and classified loans declined by $541 million or 21%, to $2.1 billion at June 30, 2021 from $2.6 billion at March 31, 2021.

•Loans currently under short-term deferral totaled $41 million and loans modified under the CARES Act totaled $456 million for a total of $497 million at June 30, 2021, down from a total of $762 million at March 31, 2021.

•Non-interest bearing demand deposits grew by $869 million during the three months ended June 30, 2021 while total deposits grew by $877 million. Average non-interest bearing demand deposits grew by $673 million for the three months ended June 30, 2021 compared to the immediately preceding quarter and by $2.9 billion compared to the

4334

~~September~~second quarter of the prior year. At June 30, ~~2019, the Company recorded a provision for loan losses, under the incurred loss model,~~2021, non-interest bearing demand deposits represented 31% of ~~$1.8 million and $9.4 million, respectively.~~total deposits, compared to 25% of total deposits at December 31, 2020.

•~~The net unrealized gain (loss) on~~Investment securities grew by $987 million for the three months ended June 30, 2021, while loans and operating leases, excluding PPP loans, declined by $69 million. Excess liquidity was deployed into the investment ~~securities available for sale continued to improve~~portfolio during the quarter as loan growth continued 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 and March 31, 2020, respectively.~~lag growth in deposits.

•Stockholders' equity increased by $110 million during the quarter ended September 30, 2020 to $2.9 billion. The increase was driven by the recovery of $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 September 30, 2020, book~~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~~ at June 30, ~~2020~~2021 increased to $33.91 and ~~$31.33~~$33.08, respectively, from $32.05 and ~~$30.52,~~$31.22, respectively at December 31, ~~2019.~~2020.

•On July 21, 2021, the Company's Board of Directors authorized the repurchase of up to $150 million in shares of its outstanding common stock. This authorization is in addition to $37.7 million in remaining authorization under a previously announced share repurchase program. Any repurchases under the program will be made in accordance with applicable securities laws from time to time in open market or private transactions. The extent to which the Company repurchases shares, and the timing of such repurchases, will depend upon a variety of factors, including market conditions, the Company’s capital position and amount of retained earnings, regulatory requirements and other considerations. No time limit was set for the completion of the share repurchase program, and the program may be suspended or discontinued without prior notice at any time.

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.

4435

The following ~~tables present,~~table presents, 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 September 30,						Three Months Ended June 30,						Three Months Ended September 30,											Three Months Ended June 30,									Three Months Ended March 31,												Three Months Ended June 30,
		2020						2020						2019						2021								2021								2020
		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)							Average Balance			Interest (1)			Yield/ Rate (1)(2)							Average Balance		Interest (1)				Yield/ Rate (1)(2)				Average Balance				Interest (1)			Yield/ Rate (1)(2)
Assets:	Assets:																						Assets:
Interest earning assets:	Interest earning assets:																						Interest earning assets:
Loans	Loans	$	23,447,514	$	212,388	3.61	%	$	23,534,684	$	217,691	3.71	%	$	22,733,875	$	252,896	4.43	%				Loans		$	22,996,564		$	205,940		3.59	%		$	23,549,309			$	208,821			3.58	%			$	23,534,684			$	217,691		3.71	%
Investment securities (3)	Investment securities (3)	9,065,478		45,351		2.00	%	8,325,217		51,684		2.48	%	8,295,205		70,427		3.40	%				Investment securities (3)		9,839,422			38,338			1.56	%		9,070,185				39,188				1.73	%			8,325,217				51,684			2.48	%
Other interest earning assets	Other interest earning assets	552,515		1,322		0.95	%	765,848		2,908		1.53	%	573,630		5,219		3.61	%				Other interest earning assets		1,380,317			1,607			0.47	%		1,062,840				1,593				0.61	%			765,848				2,908			1.53	%
Total interest earning assets	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	%				Total interest earning assets		34,216,303			245,885			2.88	%		33,682,334				249,602				2.98	%			32,625,749				272,283			3.35	%
Allowance for credit losses	Allowance for credit losses	(272,464)						(254,396)						(112,784)									Allowance for credit losses		(215,151)									(254,438)												(254,396)
Non-interest earning assets	Non-interest earning assets	1,897,723						1,976,398						1,652,901									Non-interest earning assets		1,732,676									1,724,176												1,976,398
Total assets	Total assets	$	34,690,766					$	34,347,751					$	33,142,827								Total assets		$	35,733,828								$	35,152,072											$	34,347,751
Liabilities and Stockholders' Equity:	Liabilities and Stockholders' Equity:																						Liabilities and Stockholders' Equity:
Interest bearing liabilities:	Interest bearing liabilities:																						Interest bearing liabilities:
Interest bearing demand deposits	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	%				Interest bearing demand deposits		$	3,069,945		$	2,594		0.34	%		$	2,942,874			$	2,774			0.38	%			$	2,448,545			$	4,722		0.78	%
Savings and money market deposits	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	%				Savings and money market deposits		13,541,237			11,307			0.33	%		12,793,019				12,127				0.38	%			10,450,310				17,447			0.67	%
Time deposits	Time deposits	6,519,852		17,701		1.08	%	7,096,097		28,018		1.59	%	6,845,643		41,549		2.41	%				Time deposits		3,380,582			3,415			0.41	%		4,330,781				7,475				0.70	%			7,096,097				28,018			1.59	%
Total interest bearing deposits	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	%				Total interest bearing deposits		19,991,764			17,316			0.35	%		20,066,674				22,376				0.45	%			19,994,952				50,187			1.01	%
Short term borrowings		53,587		14		0.10	%	119,835		32		0.11	%	115,209		670		2.31	%
Federal funds purchased																					Federal funds purchased	—		—			—		%	8,000			3				0.15		%		119,835				32				0.11		%
FHLB and PPPLF borrowings	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	%				FHLB and PPPLF borrowings		2,873,922			16,922			2.36	%		3,072,717				17,558				2.32	%			4,961,376				21,054			1.71	%
Notes and other borrowings	Notes and other borrowings	722,271		9,252		5.12	%	493,278		6,168		5.00	%	403,788		5,307		5.26	%				Notes and other borrowings		721,753			9,252			5.13	%		722,305				9,252				5.12	%			493,278				6,168			5.00	%
Total interest bearing liabilities	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	%				Total interest bearing liabilities		23,587,439			43,490			0.74	%		23,869,696				49,189				0.83	%			25,569,441				77,441			1.22	%
Non-interest bearing demand deposits	Non-interest bearing demand deposits	6,186,718						5,313,009						3,963,955									Non-interest bearing demand deposits		8,163,879									7,491,249												5,313,009
Other non-interest bearing liabilities	Other non-interest bearing liabilities	803,498						820,439						704,995									Other non-interest bearing liabilities		851,044									746,973												820,439
Total liabilities	Total liabilities	31,867,990						31,702,889						30,228,443									Total liabilities		32,602,362									32,107,918												31,702,889
Stockholders' equity	Stockholders' equity	2,822,776						2,644,862						2,914,384									Stockholders' equity		3,131,466									3,044,154												2,644,862
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	34,690,766					$	34,347,751					$	33,142,827								Total liabilities and stockholders' equity		$	35,733,828								$	35,152,072											$	34,347,751
Net interest income	Net interest income			$	191,968					$	194,842					$	190,830						Net interest income					$	202,395									$	200,413											$	194,842
Interest rate spread	Interest rate spread					2.06	%					2.13	%					2.00	%				Interest rate spread								2.14	%										2.15	%										2.13	%
Net interest margin	Net interest margin					2.32	%					2.39	%					2.41	%				Net interest margin								2.37	%										2.39	%										2.39	%

(1)On a tax-equivalent basis where applicable. The tax-equivalent adjustment for tax-exempt loans was ~~$3.7~~$3.4 million, ~~$3.8~~$3.5 million and ~~$4.1~~$3.8 million for the three months ended ~~September~~June 30, ~~2020,~~2021, March 31, 2021 and June 30, 2020, ~~and September 30, 2019,~~ respectively. The tax-equivalent adjustment for tax-exempt investment securities was $0.7 million ~~$0.8 million~~for both the three months ended June 30, 2021 and ~~$1.0~~March 31, 2021 and $0.8 million for the three months ended ~~September 30, 2020,~~ June 30, ~~2020 and September 30, 2019, respectively.~~2020.

(2)Annualized.

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

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		Nine Months Ended September 30,														Six Months Ended June 30,
		2020						2019						2021				2020
		Average Balance		Interest (1)(2)		Yield/ Rate (1)(2)		Average Balance		Interest (1)(2)		Yield/ Rate (1)(2)				Average Balance		Interest (1)		Yield/ Rate (1)(2)		Average Balance		Interest (1)		Yield/ Rate (1)(2)
Assets:	Assets:														Assets:
Interest earning assets:	Interest earning assets:														Interest earning assets:
Loans	Loans	$	23,278,042	$	668,187	3.83	%	$	22,407,271	$	751,672	4.48	%		Loans	$	23,271,410	$	414,761	3.58	%	$	23,192,374	$	455,799	3.94	%
Investment securities (3)	Investment securities (3)	8,501,513		153,987		2.42	%	8,333,600		221,901		3.55	%		Investment securities (3)	9,456,929		77,525		1.64	%	8,216,433		108,635		2.64	%
Other interest earning assets	Other interest earning assets	654,623		7,950		1.62	%	532,062		15,140		3.80	%		Other interest earning assets	1,222,456		3,200		0.53	%	706,238		6,628		1.89	%
Total interest earning assets	Total interest earning assets	32,434,178		830,124		3.42	%	31,272,933		988,713		4.22	%		Total interest earning assets	33,950,795		495,486		2.93	%	32,115,045		571,062		3.57	%
Allowance for credit losses	Allowance for credit losses	(222,085)						(113,694)							Allowance for credit losses	(234,686)						(196,619)
Non-interest earning assets	Non-interest earning assets	1,874,709						1,615,548							Non-interest earning assets	1,728,449						1,863,074
Total assets	Total assets	$	34,086,802					$	32,774,787						Total assets	$	35,444,558					$	33,781,500
Liabilities and Stockholders' Equity:	Liabilities and Stockholders' Equity:														Liabilities and Stockholders' Equity:
Interest bearing liabilities:	Interest bearing liabilities:														Interest bearing liabilities:
Interest bearing demand deposits	Interest bearing demand deposits	$	2,475,388	15,808		0.85	%	$	1,783,611	18,569		1.39	%		Interest bearing demand deposits	$	3,006,760	$	5,368	0.36	%	$	2,311,086	$	11,681	1.02	%
Savings and money market deposits	Savings and money market deposits	10,509,559		71,056		0.90	%	11,093,290		156,236		1.88	%		Savings and money market deposits	13,169,195		23,434		0.36	%	10,431,256		55,203		1.06	%
Time deposits	Time deposits	7,040,101		83,826		1.59	%	6,898,947		122,086		2.37	%		Time deposits	3,853,057		10,890		0.57	%	7,303,083		66,125		1.82	%
Total interest bearing deposits	Total interest bearing deposits	20,025,048		170,690		1.14	%	19,775,848		296,891		2.01	%		Total interest bearing deposits	20,029,012		39,692		0.40	%	20,045,425		133,009		1.33	%
Short term borrowings		89,033		412		0.62	%	127,908		2,297		2.39	%
Federal funds purchased															Federal funds purchased	3,978		2		0.10	%	106,951		399		0.75	%
FHLB and PPPLF borrowings	FHLB and PPPLF borrowings	4,496,407		66,284		1.97	%	5,037,299		89,890		2.39	%		FHLB and PPPLF borrowings	2,972,770		34,480		2.34	%	4,688,102		46,138		1.98	%
Notes and other borrowings	Notes and other borrowings	548,851		20,711		5.03	%	403,574		15,908		5.26	%		Notes and other borrowings	722,028		18,505		5.13	%	461,188		11,458		4.97	%
Total interest bearing liabilities	Total interest bearing liabilities	25,159,339		258,097		1.37	%	25,344,629		404,986		2.14	%		Total interest bearing liabilities	23,727,788		92,679		0.79	%	25,301,666		191,004		1.52	%
Non-interest bearing demand deposits	Non-interest bearing demand deposits	5,292,702						3,835,248							Non-interest bearing demand deposits	7,829,422						4,840,781
Other non-interest bearing liabilities	Other non-interest bearing liabilities	791,057						654,692							Other non-interest bearing liabilities	799,297						784,770
Total liabilities	Total liabilities	31,243,098						29,834,569							Total liabilities	32,356,507						30,927,217
Stockholders' equity	Stockholders' equity	2,843,704						2,940,218							Stockholders' equity	3,088,051						2,854,283
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	34,086,802					$	32,774,787						Total liabilities and stockholders' equity	$	35,444,558					$	33,781,500
Net interest income	Net interest income			$	572,027					$	583,727				Net interest income			$	402,807					$	380,058
Interest rate spread	Interest rate spread					2.05	%					2.08	%		Interest rate spread					2.14	%					2.05	%
Net interest margin	Net interest margin					2.35	%					2.49	%		Net interest margin					2.38	%					2.37	%

(1)On a tax-equivalent basis where applicable. The tax-equivalent adjustment for tax-exempt loans was ~~$11.2~~$6.9 million and ~~$12.9~~$7.5 million for the six months ended June 30, 2021 and ~~the~~2020, respectively. The tax-equivalent adjustment for tax-exempt investment securities was ~~$2.4~~$1.4 million and ~~$3.3~~$1.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

(2)Annualized.

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

The amount of tax-equivalent net interest income has exhibited an increasing trend over the three and six month periods presented above. Both average yields on interest earning assets and average rates paid on interest bearing liabilities have been declining, reflecting the macro interest rate environment and ongoing initiatives to reduce deposit costs and improve the mix of deposits. Notably, average interest earning assets have consistently increased, while average interest bearing liabilities have declined, contributing to the increasing trend in net interest income.

Three months ended ~~September~~June 30, ~~2020~~2021 compared to the immediately preceding three months ended March 31, 2021

Net interest income, calculated on a tax-equivalent basis, was $202.4 million for the three months ended June 30, 2021 compared to $200.4 million for the three months ended March 31, 2021, an increase of $2.0 million. Tax-equivalent interest income and interest expense decreased by $3.7 million and $5.7 million, respectively. The decrease in interest income resulted primarily from declines in average loans and in the yield on investment securities. Declines in interest expense reflected decreases in the rate paid on interest bearing deposits and in average interest bearing liabilities, as average non-interest bearing demand deposits continued to grow.

The net interest margin, calculated on a tax-equivalent basis, was 2.37% for the three months ended June 30, 2021, compared to 2.39% for the three months ended March 31, 2021. The net interest margin for the three months ended June 30, 2021 was negatively impacted by elevated levels of liquidity, reflected in higher levels of cash as well as deployment of liquidity into the investment portfolio as loan production lagged deposit growth.

Offsetting factors impacting the net interest margin for the three months ended June 30, 2021 compared to the immediately preceding quarter ended March 31, 2021 included:

•The average rate paid on interest bearing deposits decreased to 0.35% for the three months ended June 30, 2021, from 0.45% for the three months ended March 31, 2021. This decline reflected continued initiatives taken to lower rates paid on deposits including the re-pricing of term deposits.

•The tax-equivalent yield on investment securities decreased to 1.56% for the three months ended June 30, 2021 from 1.73% for the three months ended March 31, 2021. This decrease resulted from the impact of purchases of lower-yielding securities in the current rate environment, coupled with amortization, maturities and prepayment of securities purchased in a higher rate environment. Accounting adjustments related to faster prepayment speeds of securities purchased at a premium negatively impacted the yield on investment securities for the quarter ended June 30, 2021 by approximately 0.10%.

•The tax-equivalent yield on loans increased to 3.59% for the three months ended June 30, 2021, from 3.58% for the three months ended March 31, 2021. Accelerated amortization of origination fees on PPP loans that were partially or fully forgiven during the quarter impacted the yield on loans by approximately 0.11% for the three months ended June 30, 2021, compared to 0.06% for the three months ended March 31, 2021. Factoring out the impact of accelerated amortization of PPP origination fees, the yield on loans for the three months ended June 30, 2021 decreased by 0.04% compared to the immediately preceding quarter.

•Average interest bearing liabilities declined by $282 million quarter-over-quarter and average non-interest bearing demand deposits increased by $673 million, positively impacting the net interest margin.

Three and six months ended June 30, 2021 compared to the three and six months ended June 30, 2020

Net interest income, calculated on a tax-equivalent basis, was ~~$192.0~~$202.4 million for the three months ended ~~September~~June 30, ~~2020~~2021, compared to $194.8 million for the three months ended June 30, 2020, a decrease of $2.9 million, comprised of decreases in tax-equivalent interest income and interest expense of $13.2 million and $10.3 million, respectively. Decreases in interest income resulted from declines in market interest rates, partially offset by increases in average interest 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. The decline in the yield on interest earning 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 decrease in the net interest margin for the three months ended September 30, 2020 compared to the three months ended June 30, 2020 included:~~

•The average rate paid on interest bearing deposits decreased to 0.75% for the quarter ended September 30, 2020, from 1.01% for the quarter ended June 30, 2020. This decline reflected continued initiatives taken to lower rates paid on deposits in response to declines in general market interest rates and the re-pricing of term deposits. We expect the cost of interest bearing deposits to continue to decline.

•The tax-equivalent yield on investment securities decreased to 2.00% for the 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.~~

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

~~Net interest income, calculated on a tax-equivalent basis, was $192.0 million for the three months ended September 30, 2020 compared to $190.8 million for the three months ended September 30, 2019,~~ an increase of ~~$1.1~~$7.6 million. Net interest income, calculated on a tax-equivalent basis, was ~~$572.0~~$402.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021, compared to ~~$583.7~~$380.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019, a decrease of $11.7~~2020, an increase $22.7 million. The changes in net interest income were comprised of decreases in tax-equivalent interest income and interest expense of ~~$69.5~~$26.4 million and ~~$158.6~~$75.6 million and decreases ~~in interest expense~~ of ~~$70.6~~$34.0 million and ~~$146.9~~$98.3 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively, compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020.

Decreases in ~~tax equivalent~~tax-equivalent interest income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 resulted from the impact on asset portfolio yields of declines in market interest rates in early 2020, leading to runoff of assets originated in a higher rate environment and origination of assets at lower prevailing rates. These declines in yields were partially offset by increases in the average ~~interest earning assets.~~balance of investment securities. Average loans increased marginally for the six months ended June 30, 2021 compared to the six months ended June 30, 2020, but declined for the comparative three month periods. Declines in interest expense ~~for~~also reflected the ~~same periods reflected~~impact of decreases in market interest rates, ~~along with initiatives implemented to reduce deposit costs and grow non-interest bearing~~our strategy focused on lowering the cost of deposits and ~~to a lesser extent,~~improving the deposit mix and declines in average interest bearing liabilities.

The net interest margin, calculated on a ~~tax-equivalent~~tax-equivalent basis, was ~~2.32%~~ 2.37%for the three months ended ~~September~~June 30, ~~2020,~~2021, compared to ~~2.41%~~2.39% for the three months ended ~~September~~June 30, ~~2019. Factors contributing~~2020. The net interest margin, calculated on a tax-equivalent basis, was 2.38%for the six months ended June 30, 2021, compared to 2.37% for the six months ended June 30, 2020. The reduction in cost of interest bearing liabilities outpaced the decline in the yield on interest earning assets for both the three and six months ended June 30, 2021 compared to the ~~declines~~comparable periods in 2020.

Offsetting factors impacting the net interest margin for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 included:

•The tax-equivalent yield on loans decreased to 3.59% and 3.58% for the three and six months ended June 30, 2021, from 3.71% and 3.94% for the three and six months ended June 30, 2020. Accelerated amortization of origination fees on PPP loans that were ~~largely consistent with~~partially or fully forgiven positively impacted the yield on loans by approximately 0.11% and 0.10% for the three and six months ended June 30, 2021, respectively.

•The tax-equivalent yield on investment securities declined to 1.56% and 1.64% from 2.48% and 2.64% for the three and six months ended June 30, 2021 and the three and six months ended June 30, 2020, respectively. Accounting adjustments related to faster prepayment speeds of securities purchased at a premium negatively impacted the yield on investment securities for the quarter ended June 30, 2021 by approximately 0.07% when compared to the three months ended June 30, 2020.

•The average rate paid on interest bearing deposits decreased to 0.35% and 0.40% for the three and six months ended June 30, 2021, from 1.01% and 1.33% for the three and six months ended June 30, 2020. This decrease reflected

declines in market interest rates and continued execution of initiatives taken to lower rates paid on deposits, including the re-pricing of term deposits.

•Average interest bearing liabilities declined by $2.0 billion and $1.6 billion, respectively for the three and six months ended June 30, 2021, compared to the three and six months ended June 30, 2020. Average non-interest bearing demand deposits increased by $2.9 billion and $3.0 billion for those ~~discussed above.~~same comparative periods. These changes positively impacted the net interest margin.

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, changes in specific reserves, changes in expected prepayment speeds and other assumptions. The provision for credit losses also includes amounts related to off-balance sheet credit exposures and ~~immaterial components~~may include amounts 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			Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Amount related to funded portion of loans	Amount related to funded portion of loans	$	27,646	$	181,095	Amount related to funded portion of loans	$	(27,663)	$	(53,969)
Amount related to off-balance sheet credit exposures	Amount related to off-balance sheet credit exposures	(93)		(2,700)		Amount related to off-balance sheet credit exposures	129		(919)
Amount related to accrued interest receivable	Amount related to accrued interest receivable	1,063		1,063		Amount related to accrued interest receivable	—		(271)
Amount related to AFS debt securities	Amount related to AFS debt securities	616		616		Amount related to AFS debt securities	—		(364)
Provision for credit losses		$	29,232	$	180,074
Total recovery of credit losses						Total recovery of credit losses	$	(27,534)	$	(55,523)

The recovery of credit losses for the three and six months ended June 30, 2021 was largely driven by improvements in current and forecasted economic conditions. For the three and six months ended June 30, 2020, the Company recorded a provision for credit losses of $25.4 million and $150.8 million, respectively. The provision for credit losses for the three and ~~nine~~six months ended ~~September~~June 30, 2020 was ~~determined using~~impacted by deteriorating current and forecasted economic conditions related to the ~~CECL methodology and reflected management's estimate of the expected negative economic impact~~onset 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 and its actual and forecasted impact on economic conditions have led and may continue to 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.~~losses.

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.

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 September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019				2021		2020		2021		2020
Deposit service charges and fees	Deposit service charges and fees	$	4,040	$	4,269	$	11,927	$	12,389		Deposit service charges and fees	$	5,417	$	3,701	$	10,317	$	7,887
Gain on sale of loans:	Gain on sale of loans:										Gain on sale of loans:

Guaranteed portions of SBA loans	Guaranteed portions of SBA loans	191		1,450		1,760		4,084			Guaranteed portions of SBA loans	96		375		541		1,569
GNMA early buyout loans	GNMA early buyout loans	2,762		1,264		8,969		3,456			GNMA early buyout loans	2,138		3,951		3,447		6,206
Other	Other	—		2,449		16		2,680			Other	—		—		—		17
Gain on sale of loans, net	Gain on sale of loans, net	2,953		5,163		10,745		10,220			Gain on sale of loans, net	2,234		4,326		3,988		7,792
Gain on investment securities:	Gain on investment securities:										Gain on investment securities:
Net realized gains on sale of securities AFS	Net realized gains on sale of securities AFS	2,263		3,425		9,516		11,657			Net realized gains on sale of securities AFS	2,841		5,723		6,808		7,253
Net unrealized gains on marketable equity securities		4,918		410		1,048		2,079
Net unrealized gains (losses) on marketable equity securities											Net unrealized gains (losses) on marketable equity securities	1,314		1,113		(288)		(3,870)
Gain on investment securities, net	Gain on investment securities, net	7,181		3,835		10,564		13,736			Gain on investment securities, net	4,155		6,836		6,520		3,383
Lease financing	Lease financing	13,934		18,583		45,565		52,774			Lease financing	13,522		16,150		26,010		31,631
Other non-interest income	Other non-interest income	8,184		6,006		19,140		20,329			Other non-interest income	7,429		7,338		16,218		10,956
Non-interest income		$	36,292	$	37,856	$	97,941	$	109,448
												$	32,757	$	38,351	$	63,053	$	61,649

The increase in deposit service charges for the three and six months ended June 31, 2021 compared to 2020 resulted primarily from higher treasury management fee income, related to our BankUnited 2.0 initiatives.

The decline in gain on sale of GNMA early buyout loans for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to the comparable ~~periods~~period of ~~2019 resulted from an increase in~~ the ~~volume~~prior year related to lower levels of re-pooling activity.

The decrease in gains on the sale of guaranteed portions of SBA loans for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to ~~the comparable periods of 2019 is~~2020 was a result of declining origination volume of SBA loans ~~impacted by our focus on PPP lending during~~as resources were re-directed to the ~~second quarter of 2020.~~

~~The gain on sale of other loans in 2019 was primarily related to a gain on sale of Pinnacle loans totaling $2.4 million.~~PPP.

The decrease in income from lease financing for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2019 is~~2020 was primarily attributed to the increase in operating lease equipment ~~off-lease.~~off-lease and re-leasing of assets at lower rates.

The most significant factor leading to the increase in other non-interest income for the six months ended June 30, 2021 compared to 2020 was increased revenue from our customer derivative program.

4840

Non-Interest Expense

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


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2020		2019		2020		2019				2021		2020		2021		2020
Employee compensation and benefits	Employee compensation and benefits	$	48,448	$	57,102	$	156,212	$	179,586		Employee compensation and benefits	$	56,459	$	48,877	$	115,747	$	107,764
Occupancy and equipment	Occupancy and equipment	12,170		14,673		36,440		42,477			Occupancy and equipment	11,492		11,901		23,367		24,270
Deposit insurance expense	Deposit insurance expense	5,886		3,781		15,095		12,849			Deposit insurance expense	4,222		4,806		11,672		9,209
Professional fees	Professional fees	2,436		2,923		8,771		17,731			Professional fees	2,139		3,131		4,051		6,335
Technology and telecommunications	Technology and telecommunications	15,435		10,994		42,056		34,175			Technology and telecommunications	16,851		14,025		32,592		26,621
Depreciation of operating lease equipment	Depreciation of operating lease equipment	12,315		11,582		37,137		34,883			Depreciation of operating lease equipment	12,834		12,219		25,051		24,822
Loss on debt extinguishment		—		3,796		—		3,796

Other non-interest expense	Other non-interest expense	11,937		16,455		38,154		42,584			Other non-interest expense	14,455		11,411		29,193		26,217
Total non-interest expense	Total non-interest expense	$	108,627	$	121,306	$	333,865	$	368,081		Total non-interest expense	$	118,452	$	106,370	$	241,673	$	225,238
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 (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.

Employee compensation and benefits

Employee compensation and benefits ~~declined~~increased by ~~$8.7~~$7.6 million and ~~$23.4~~$8.0 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively compared to the comparable periods of ~~2019,~~2020, primarily due to ~~a reduction in headcount~~higher variable compensation accruals related to ~~our BankUnited 2.0 initiative. Lower variable compensation costs and~~improved overall operating results for 2021 as well as the impact of a ~~declining~~higher 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 $0.5 million and $9.0 million for the three and nine months ended September 30, 2020, respectively as compared to the three and nine months ended September 30, 2019. The decrease was primarily due to the consulting services in 2019 related to ~~our BankUnited 2.0 initiative.~~liability classified share awards.

Technology and telecommunications

~~Technology~~The increases in 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~~are reflective of investments in digital, payments 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.

Expenses related directly to COVID-19 for the 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, costs related to cleaning, sanitizing and personal protective equipment and other facilities expenses related to preparation for an eventual return of more employees to our offices.migration.

Income Taxes

The Company’s effective income tax rate was 22.5% and 21.3% for the three and nine months ended September 30, 2020, respectively, and 24.1% and 25.3% for the three and nine months ended September 30, 2019, respectively. See Note 65 to the consolidated financial statements for information about income taxes.

Analysis of Financial Condition

Average interest-earning assets increased ~~$1.2~~$1.8 billion to ~~$32.4~~$34.0 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 from ~~$31.3~~$32.1 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. This increase was driven by a ~~$871 million~~$1.2 billion increase in the average balance of ~~outstanding loans, related~~investment securities and a $516 million increase in ~~part to PPP loans originated in 2020.~~other interest earning assets, primarily cash and cash equivalents. Average interest bearing liabilities declined by ~~$185.3 million~~$1.6 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020, while average non-interest bearing deposits increased by ~~$1.5~~$3.0 billion to ~~$5.3~~$7.8 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

Cash and cash equivalents increased by $498 million to $895 million at June 30, 2021, compared to $398 million at December 31, 2020 while investment securities grew by $1.1 billion and total loans declined by $981 million. Total deposits increased by ~~$2.2~~$1.1 billion ~~at September 30, 2020 compared to December 31, 2019, while investment securities increased~~offset by ~~$1.5 billion and total loans increased by $624 million. Investment securities represented 27%~~a decrease 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~~$622 million in ~~the challenging lending environment predicated by the COVID-19 pandemic.~~borrowings.

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. 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):indicated:


		September 30, 2020				December 31, 2019					June 30, 2021				December 31, 2020
		Amortized Cost		Carrying Value(1)		Amortized Cost		Carrying Value(1)			Amortized Cost		Carrying Value		Amortized Cost		Carrying Value
U.S. Treasury securities	U.S. Treasury securities	$	75,196	$	76,910	$	70,243	$	70,325	U.S. Treasury securities	$	158,977	$	156,637	$	79,919	$	80,851
U.S. Government agency and sponsored enterprise residential MBS	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 residential MBS	2,197,562		2,215,440		2,389,450		2,405,570
U.S. Government agency and sponsored enterprise commercial MBS	U.S. Government agency and sponsored enterprise commercial MBS	532,540		541,536		366,787		370,976		U.S. Government agency and sponsored enterprise commercial MBS	831,726		835,588		531,724		539,354

Private label residential MBS and CMOs	Private label residential MBS and CMOs	1,150,571		1,167,706		1,001,337		1,012,177		Private label residential MBS and CMOs	2,104,579		2,111,727		982,890		998,603
Private label commercial MBS~~(2)~~(1)	Private label commercial MBS~~(2)~~(1)	2,442,409		2,440,550		1,719,228		1,724,684		Private label commercial MBS~~(2)~~(1)	2,579,963		2,594,024		2,514,271		2,526,354
Single family rental real estate-backed securities	Single family rental real estate-backed securities	755,153		768,898		467,459		470,025		Single family rental real estate-backed securities	608,269		617,445		636,069		650,888
Collateralized loan obligations	Collateralized loan obligations	1,158,414		1,142,404		1,204,905		1,197,366		Collateralized loan obligations	986,214		982,267		1,148,724		1,140,274
Non-mortgage asset-backed securities	Non-mortgage asset-backed securities	245,180		251,839		194,171		194,904		Non-mortgage asset-backed securities	172,791		176,506		246,597		253,261
State and municipal obligations	State and municipal obligations	222,959		242,921		257,528		273,302		State and municipal obligations	209,791		228,625		213,743		235,709
SBA securities	SBA securities	243,692		241,759		359,808		362,731		SBA securities	216,682		215,634		233,387		231,545

Investment securities held to maturity	Investment securities held to maturity	10,000		10,000		10,000		10,000		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			$	10,076,554	10,143,893		$	8,986,774	9,072,409
Marketable equity securities	Marketable equity securities			101,606				60,572		Marketable equity securities			88,142				104,274
				$	9,300,883			$	7,769,237				$	10,232,035			$	9,176,683

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

~~(2)~~Amortized cost is net of ACL totaling ~~$0.6~~$0.4 millionat ~~September 30,~~December 31, 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.~~and sponsored enterprise securities. 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 ~~September~~June 30, ~~2020~~2021 was ~~4.9 years. The~~4.2 years and the effective duration of the investment portfolio as of ~~September~~June 30, ~~2020~~2021 was ~~1.7 years . The model results are based on assumptions that may differ from actual results.~~1.6 years.

The investment securities available for sale portfolio was in a net unrealized gain position of ~~$62.0 million at September 30, 2020, having recovered substantially from a net unrealized loss position of $2.6 million and $249.8~~$67.3 million at June 30, ~~2020 and March 31, 2020, respectively.~~2021, with aggregate fair value equal to 101% of amortized cost. Net unrealized gains at June 30, 2021 included ~~$117~~$94.3 million of gross unrealized gains and ~~$55~~$27.0 million of gross unrealized losses. Investment securities available for sale in an unrealized loss ~~position~~positions at ~~September~~June 30, ~~2020~~2021 had an aggregate fair value of ~~$3.6~~$3.2 billion. ~~The majority of the unrealized losses at September 30, 2020 related to the private label CMBS and CLO portfolio segments.~~ The ratings distribution of our AFS securities portfolio at ~~September~~June 30, ~~2020~~2021 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 we intend to sell the security prior to recovery of its amortized cost basis;

•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 other than temporarily impaired during the nine months ended September 30, 2019. We do not intend to sell securities in significant unrealized loss positions at ~~September~~June 30, ~~2020.~~2021. 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.

U.S. Government, Government Agency and Government Sponsored Enterprise Securities

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.

Private Label Securities:

None of ~~our~~the impaired private label securities ~~in unrealized loss positions~~ had missed principal or interest payments or had been downgraded by a NRSRO at ~~September~~June 30, ~~2020.~~2021. The Company performed an analysis comparing the present value of cash flows expected to be collected to the amortized cost basis of impaired private label securities. This analysis was based on a scenario that we believe to be ~~generally~~ more severe than our reasonable and supportable economic forecast at ~~September~~June 30, ~~2020,~~2021, and incorporated assumptions about voluntary prepayment rates, collateral defaults, delinquencies, other collateral quality measures, loss severity, recovery lag 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, none of the private label AFS securities in unrealized loss positions were projected to sustain credit losses at ~~September~~June 30, ~~2020. Further information about~~2021.

At June 30, 2021, the private label portfolio segments ~~evidencing~~with the largest unrealized losses ~~at September 30, 2020,~~were 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.

segments. The following table presents the distribution of third-party ratings and subordination levels compared to average internal stress scenario losses ~~based on our credit loss impairment analysis of~~for the private label CMBS and CLOs at ~~September~~June 30, ~~2020:~~2021:


					Subordination						Weighted Average Stress Scenario Loss						Subordination						Weighted Average Stress Scenario Loss
		Rating	Percent of Total		Minimum		Maximum		Average					Rating	Percent of Total		Minimum		Maximum		Average
Private label CMBS	Private label CMBS	AAA	89.0	%	29.4	%	95.1	%	41.3	%	12.0	%	Private label CMBS	AAA	88.3	%	29.4	%	49.8	%	38.0	%	9.1	%
		AA	7.3	%	28.3	%	45.2	%	35.0	%	11.4	%		AA	4.7	%	44.3	%	44.3	%	44.3	%	9.8	%
		A	3.7	%	21.5	%	79.8	%	37.1	%	11.7	%		A	7.0	%	24.5	%	32.4	%	30.2	%	10.1	%
Weighted average	Weighted average		100.0	%	29.0	%	90.9	%	40.7	%	12.0	%	Weighted average		100.0	%	29.7	%	48.3	%	37.7	%	9.2	%

CLOs	CLOs	AAA	83.7	%	36.0	%	48.5	%	43.1	%	20.2	%	CLOs	AAA	71.8	%	42.9	%	61.2	%	48.0	%	15.0	%
		AA	12.8	%	27.7	%	40.8	%	32.8	%	21.6	%		AA	21.1	%	33.1	%	40.7	%	36.3	%	15.2	%
		A	3.5	%	24.9	%	30.0	%	26.9	%	24.9	%		A	7.1	%	24.7	%	29.5	%	26.5	%	15.2	%
Weighted average	Weighted average		100.0	%	34.6	%	46.9	%	41.2	%	20.5	%	Weighted average		100.0	%	39.5	%	54.6	%	44.0	%	15.1	%

Our June 30, 2021 analysis projected weighted average collateral losses for impaired securities in the private label residential MBS and CMO category of 2% compared to weighted average credit support of 15%. For impaired single family rental real estate-backed securities, our analysis projected weighted average collateral losses of 19% compared to weighted average credit support of 52%. As of June 30, 2021, all of the impaired securities in these categories were externally rated AAA.

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.~~markets. 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 109 to the consolidated financial statements.

5345

The following table shows the ~~scheduled maturities, carrying values and~~weighted average prospective yields, categorized by scheduled maturity, for AFS investment securities ~~available for sale~~ as of ~~September~~June 30, ~~2020, as well as the carrying value and yield of marketable equity securities.~~2021. 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
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 $ 76,910 1.71 % $ — — % $ — — % $ — — % $ 76,910 1.71 %
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 3,885 1.76 % 52,680 2.00 % 344,771 1.02 % 140,200 1.44 % 541,536 1.23 %
Private label residential MBS and CMOs 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 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 5,099 2.51 % 541,396 2.30 % 222,403 1.82 % — — % 768,898 2.16 %
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 38,524 2.84 % 164,699 2.56 % 47,452 2.25 % 1,164 2.59 % 251,839 2.55 %
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 48,972 1.30 % 121,694 1.26 % 52,496 1.19 % 18,597 1.09 % 241,759 1.24 %
$ 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 101,606 6.30 %
Total investment securities available for sale and marketable equity securities $ 9,290,883 1.88 %

~~Loans Held for Sale~~

Loans held for sale at September 30, 2020 included $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. Due to our focus on PPP lending in the second quarter, the origination volume of traditional SBA loans declined.


	Within One Year		After One Year Through Five Years		After Five Years Through Ten Years		After Ten Years		Total

U.S. Treasury securities	0.89	%	—	%	—	%	—	%	0.89	%
U.S. Government agency and sponsored enterprise residential MBS	0.82	%	0.81	%	0.72	%	0.67	%	0.77	%
U.S. Government agency and sponsored enterprise commercial MBS	1.59	%	1.79	%	1.03	%	1.15	%	1.12	%
Private label residential MBS and CMOs	1.37	%	1.22	%	1.75	%	2.33	%	1.29	%
Private label commercial MBS	2.20	%	1.87	%	2.05	%	2.49	%	1.94	%
Single family rental real estate-backed securities	2.85	%	2.14	%	2.32	%	—	%	2.18	%
Collateralized loan obligations	1.59	%	1.83	%	1.79	%	—	%	1.81	%
Non-mortgage asset-backed securities	2.81	%	2.61	%	2.04	%	—	%	2.66	%
State and municipal obligations	2.91	%	3.86	%	4.61	%	4.06	%	3.99	%
SBA securities	1.31	%	1.26	%	1.18	%	1.07	%	1.24	%

	1.41	%	1.60	%	1.30	%	1.32	%	1.51	%

Loans

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


		September 30, 2020				December 31, 2019					June 30, 2021				December 31, 2020

		Total		Percent of Total		Total		Percent of Total			Total		Percent of Total		Total		Percent of Total
Residential and other consumer loans	Residential and other consumer loans	$	5,940,900	25.1	%	$	5,661,119	24.5	%	Residential and other consumer loans	$	7,076,274	30.9	%	$	6,348,222	26.6	%
Multi-family	Multi-family	1,810,126		7.6	%	2,217,705		9.6	%	Multi-family	1,256,711		5.5	%	1,639,201		6.9	%
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	4,910,835		20.7	%	5,030,904		21.7	%	Non-owner occupied commercial real estate	4,724,183		20.7	%	4,963,273		20.8	%
Construction and land	Construction and land	263,381		1.1	%	243,925		1.1	%	Construction and land	218,634		1.0	%	293,307		1.2	%
Owner occupied commercial real estate	Owner occupied commercial real estate	2,051,577		8.6	%	2,062,808		8.9	%	Owner occupied commercial real estate	1,960,900		8.6	%	2,000,770		8.4	%
Commercial and industrial	Commercial and industrial	4,427,351		18.6	%	4,655,349		20.1	%	Commercial and industrial	4,205,795		18.4	%	4,447,383		18.6	%
PPP	PPP	829,798		3.5	%	—		—	%	PPP	491,960		2.1	%	781,811		3.3	%
Pinnacle	Pinnacle	1,157,706		4.8	%	1,202,430		5.2	%	Pinnacle	1,046,537		4.6	%	1,107,386		4.6	%
Bridge - franchise finance	Bridge - franchise finance	606,222		2.5	%	627,482		2.6	%	Bridge - franchise finance	463,874		2.0	%	549,733		2.3	%
Bridge - equipment finance	Bridge - equipment finance	530,516		2.2	%	684,794		3.0	%	Bridge - equipment finance	421,939		1.8	%	475,548		2.0	%
Mortgage warehouse lending	Mortgage warehouse lending	1,250,903		5.3	%	768,472		3.3	%	Mortgage warehouse lending	1,018,267		4.4	%	1,259,408		5.3	%
Total loans	Total loans	23,779,315		100.0	%	23,154,988		100.0	%	Total loans	22,885,074		100.0	%	23,866,042		100.0	%
Allowance for credit losses	Allowance for credit losses	(274,128)				(108,671)				Allowance for credit losses	(175,642)				(257,323)
Loans, net	Loans, net	$	23,505,187			$	23,046,317			Loans, net	$	22,709,432			$	23,608,719

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, total loans ~~grew~~declined by ~~$624~~$981 million. ~~This increase was primarily driven~~Excluding PPP, loans declined by ~~$830~~$691 million for the six months.

Growth in residential and other consumer loans for the six months ended June 30, 2021 totaled $728 million, including $443 million in GNMA early buyout loans. In the aggregate, excluding PPP, commercial loans declined by $1.4 billion for the six months ended June 30, 2021 as runoff continued to exceed new production. Line utilization remained below historical levels and accelerated prepayment activity continued. MWL line utilization declined to 52% at June 30, 2021 compared to 62% at December 31, 2020.

PPP loans ~~and a $482~~declined by $290 million ~~increase in mortgage warehouse outstandings, due to growth in commitments and increased utilization, offset~~during the six months ended June 30, 2021. Loans under the First Draw Program declined by ~~net runoff in other commercial and commercial real estate segments. The decline in multi-family balances was driven~~$573 million, resulting primarily from full or partial forgiveness. PPP loans under the Second Draw Program totaling $283 million were originated during the six months ended June 30, 2021.

For the three months ended June 30, 2021 total loans excluding PPP loans declined by ~~continued runoff of the New York portfolio.~~$56 million. Residential and other consumer loans grew by ~~$280~~$494 million ~~due to growth of $392 million in GNMA early buyout loans.~~and commercial and industrial loans, including owner-occupied commercial real estate, grew by $186 million. The ~~residential~~remaining commercial portfolio ~~excluding GNMA early buyout loans experienced a~~segments showed net ~~decline of approximately $112 million driven by higher prepayment speeds in~~declines for the ~~current rate environment.~~quarter.

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, 2021		December 31, 2020

1-4 single family residential	1-4 single family residential	$	4,845,156	$	4,953,936	1-4 single family residential	$	5,206,766	$	4,922,836
Government insured residential	Government insured residential	1,089,055		698,644		Government insured residential	1,863,723		1,419,074
Other consumer loans	Other consumer loans	6,689		8,539		Other consumer loans	5,785		6,312
		$	5,940,900	$	5,661,119		$	7,076,274	$	6,348,222

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 ~~September~~June 30, ~~2020, $555~~2021, $502 million or ~~12%~~10% 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 ~~$1.1~~$1.8 billion at ~~September~~June 30, ~~2020.~~2021. 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, 2021				December 31, 2020
		September 30, 2020				December 31, 2019
		Total		Percent of Total		Total		Percent of Total			Total		Percent of Total		Total		Percent of Total
California	California	$	1,535,342	31.7	%	$	1,280,243	25.8	%	California	$	1,651,551	31.7	%	$	1,541,779	31.3	%
New York	New York	1,051,647		21.7	%	1,057,926		21.4	%	New York	1,150,212		22.1	%	1,084,143		22.0	%
Florida	Florida	519,004		10.7	%	597,359		12.1	%	Florida	479,256		9.2	%	518,877		10.5	%
Virginia	Virginia	179,105		3.7	%	189,869		3.8	%	Virginia	235,750		4.5	%	196,641		4.0	%
New Jersey	New Jersey	164,618		3.4	%	189,018		3.8	%	New Jersey	172,824		3.3	%	160,276		3.3	%
Others	Others	1,395,440		28.8	%	1,639,521		33.1	%	Others	1,517,173		29.2	%	1,421,120		28.9	%
		$	4,845,156	100.0	%	$	4,953,936	100.0	%		$	5,206,766	100.0	%	$	4,922,836	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 ~~September~~June 30, ~~2020~~2021 (dollars in thousands):


		Amortized Cost		Percent of Total		FL		NY		Other		Weighted Average DSCR	Weighted Average LTV			Amortized Cost		Percent of Total		FL		New York Tri State		Other		Weighted Average DSCR	Weighted Average LTV
Office	Office	$	2,088,796	29.9	%	59	%	26	%	15	%	2.13	59.0	%	Office	$	1,985,933	31	%	60	%	25	%	15	%	2.32	62.6	%
Multifamily	Multifamily	1,937,079		27.7	%	28	%	65	%	7	%	1.72	56.0	%	Multifamily	1,361,226		22	%	40	%	55	%	5	%	1.72	59.0	%
Retail	Retail	1,421,782		20.4	%	51	%	40	%	9	%	1.54	59.7	%	Retail	1,225,933		20	%	54	%	39	%	7	%	1.53	68.7	%
Warehouse/Industrial	Warehouse/Industrial	770,229		11.0	%	69	%	18	%	13	%	2.50	55.4	%	Warehouse/Industrial	861,098		14	%	64	%	23	%	13	%	2.27	56.4	%
Hotel	Hotel	619,012		8.9	%	75	%	16	%	9	%	1.35	57.6	%	Hotel	593,852		10	%	76	%	15	%	9	%	1.17	56.7	%
Other	Other	147,444		2.1	%	82	%	11	%	7	%	1.78	54.2	%	Other	171,486		3	%	38	%	32	%	30	%	1.90	56.2	%
		$	6,984,342	100.0	%	52	%	38	%	10	%	1.86	57.7	%		$	6,199,528	100	%	56	%	35	%	9	%	1.90	61.4	%

DSCRs and LTVs in the table above are based on the most recent information available, which in some cases 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%~~1.0% of the total loan portfolio at ~~September~~June 30, 2020. Construction 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 September 30, 2020.

2021.

Included in the table above are approximately ~~$284~~$163 million of mixed-use properties in New York, consisting of ~~$203~~$86 million categorized as multi-family, ~~$62~~$58 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 portfolio included $577 million of loans collateralized by properties ~~in which~~with some or all of the units ~~are rent regulated at September 30, 2020 (in thousands):~~


~~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.~~at June 30, 2021, substantially all of which were stabilized properties.

The following tables present the distribution of stabilized rent-regulated multi-family loans, by DSCR and LTV at ~~September~~June 30, ~~2020~~2021 (in thousands):


DSCR
Less than ~~1.11~~1.00	$	~~128,616~~167,370
~~1.11~~1.00 - 1.24	~~233,325~~176,703
1.25 - 1.50	~~237,645~~116,578
1.51 or greater	~~318,076~~76,480
	$	~~917,662~~537,131


LTV
Less than 50%	$	~~263,851~~127,096
50% - 65%	~~554,072~~137,475
66% - 75%	~~73,874~~90,531
More than 75%	~~25,865~~182,029
	$	~~917,662~~537,131

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, or of the COVID-19 pandemic. Loans with DSCR less than ~~1.11~~1.00 may be those with temporary rent deferments, unit vacancies or ~~those for which~~increases in expenses ~~particularly~~exceeding rental receipts, such as real estate ~~taxes, have increased more rapidly than rents. Substantially all~~taxes. Certain type of ancillary income are excluded from the ~~loans included in the tables above are current and performing.~~DSCR calculations.

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 ~~$2.5~~$2.7 billion at ~~September~~June 30, ~~2020,~~2021, 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 by industry, including ~~$2.1~~$2.0 billion of owner-occupied commercial real estate loans, by industry at ~~September~~June 30, ~~2020~~2021 (in thousands):


		Amortized Cost		Percent of Total			Amortized Cost		Percent of Total
Finance and Insurance	Finance and Insurance	$	901,720	14.0	%	Finance and Insurance	$	939,604	15.2	%
Educational Services						Educational Services	695,388		11.3	%
Wholesale Trade	Wholesale Trade	670,001		10.3	%	Wholesale Trade	601,045		9.7	%
Educational Services		664,996		10.3	%
Transportation and Warehousing	Transportation and Warehousing	487,311		7.5	%	Transportation and Warehousing	458,358		7.4	%
Health Care and Social Assistance	Health Care and Social Assistance	483,941		7.5	%	Health Care and Social Assistance	405,748		6.6	%
Manufacturing	Manufacturing	370,553		5.7	%	Manufacturing	350,013		5.7	%
Information						Information	388,849		6.3	%
Retail Trade	Retail Trade	321,077		5.0	%	Retail Trade	305,077		4.9	%
Accommodation and Food Services	Accommodation and Food Services	311,429		4.8	%	Accommodation and Food Services	250,342		4.1	%
Information		306,733		4.7	%
Real Estate and Rental and Leasing	Real Estate and Rental and Leasing	302,508		4.7	%	Real Estate and Rental and Leasing	312,119		5.1	%
Public Administration						Public Administration	231,939		3.8	%
Professional, Scientific, and Technical Services						Professional, Scientific, and Technical Services	223,364		3.6	%
Other Services (except Public Administration)						Other Services (except Public Administration)	236,068		3.8	%
Construction	Construction	272,423		4.2	%	Construction	208,839		3.4	%
Professional, Scientific, and Technical Services		253,040		3.9	%
Public Administration		241,884		3.7	%
Other Services (except Public Administration)		238,138		3.7	%
Administrative and Support and Waste Management						Administrative and Support and Waste Management	165,660		2.7	%
Arts, Entertainment, and Recreation	Arts, Entertainment, and Recreation	215,946		3.3	%	Arts, Entertainment, and Recreation	172,630		2.8	%
Administrative and Support and Waste Management		200,028		3.1	%
Utilities	Utilities	196,534		3.0	%	Utilities	163,878		2.7	%
Other	Other	40,666		0.6	%	Other	57,774		0.9	%
		$	6,478,928	100.0	%		$	6,166,695	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 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 ~~60%~~58% and ~~32%~~35% 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.~~following table presents the franchise portfolio by concept at June 30, 2021:


	Amortized Cost		Percent of Bridge -Franchise Finance
Restaurant concepts:
Burger King	$	58,559	12.6	%
Popeyes	19,616		4.2	%
Dunkin Donuts	19,528		4.2	%
Jimmy John's	16,834		3.6	%
Domino's	8,273		1.8	%
Other	147,017		31.7	%
	$	269,827	58.1	%
Non-restaurant concepts:
Planet Fitness	$	92,912	20.0	%
Orange Theory Fitness	70,129		15.1	%
Other	31,006		6.8	%
	194,047		41.9	%
	$	463,874	100.0	%

The Company has originated ~~over 3,500 SBA~~ PPP loans ~~totaling $876 million during~~under both the ~~second quarter 2020.~~First and Second Draw Programs. These loans bear interest at 1% and are guaranteed as to principal and interest by the SBA. ~~They~~PPP loans have terms of 2 and 5 years under the First and Second Draw Programs, respectively, and are eligible for earlier forgiveness under the terms of the PPP in prescribed circumstances. The ~~Company expects~~following table summarizes PPP ~~forgiveness~~loan balances at June 30, 2021, and the amount of interest income related to ~~occur primarily~~accelerated amortization of origination fees on loans that were partially or fully forgiven, under each program during the ~~first quarter 2021. The Company also received origination fees associated with these loans; $17 million of these fees remain to be recognized in income as of September~~three and six months ended June 30, ~~2020.~~2021 (in thousands):


	June 30, 2021						Fees Recognized On Forgiveness
	UPB		Deferred Origination Fees		Amortized Cost		Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
First Draw Program	$	210,293	$	(1,079)	$	209,214	$	4,512	$	7,082
Second Draw Program	291,473		(8,727)		282,746		—		—
	$	501,766	$	(9,806)	$	491,960	$	4,512	$	7,082

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, 52%~~56% and ~~41%~~35% of commercial real estate loans were secured by collateral located in Florida and the Tri-state area, respectively; while ~~55%~~37% and ~~27%~~22% of all other commercial ~~and industrial and owner-occupied real estate~~ loans were to borrowers in Florida and the Tri-state area, respectively.

5951

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):


		September 30, 2020				December 31, 2019					June 30, 2021				December 31, 2020
		Total		Percent of Total		Total		Percent of Total			Total		Percent of Total		Total		Percent of Total
California	California	$	631,317	16.6	%	$	585,222	16.5	%	California	$	500,825	17.0	%	$	609,419	18.0	%
NY Tri-State Area		489,528		12.9	%	349,961		9.9	%
NY Tri State Area										NY Tri State Area	278,194		9.4	%	545,458		16.1	%
Florida	Florida	434,034		11.4	%	465,146		13.1	%	Florida	285,828		9.7	%	330,587		9.7	%
Ohio	Ohio	226,453		5.9	%	45,319		1.3	%	Ohio	225,538		7.6	%	186,443		5.5	%
North Carolina	North Carolina	200,478		5.3	%	146,146		4.1	%	North Carolina	176,885		6.0	%	194,558		5.7	%
All Others										All Others	1,483,347		50.3	%	1,525,610		45.0	%
											$	2,950,617	100.0	%	$	3,392,075	100.0	%

All others		1,824,666		47.9	%	1,954,601		55.1	%
		$	3,806,476	100.0	%	$	3,546,395	100.0	%

Operating lease equipment, net

Operating lease equipment, net of accumulated depreciation totaled ~~$676~~$668 million at ~~September~~June 30, ~~2020,~~2021, including off-lease equipment, net of accumulated depreciation ~~totaling $87~~of $128 million. The portfolio consists primarily of railcars, non-commercial aircraft and other transport equipment. Our operating lease customers are North American commercial end users. We have a total of ~~5,300~~5,070 railcars with a carrying value of ~~$404~~$382 million at ~~September~~June 30, ~~2020,~~2021, including hoppers, tank cars, boxcars, auto carriers, center beams and ~~gondolas leased to North American commercial end users.~~gondolas. The largest concentrations of rail cars were ~~2,408~~2,402 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 ~~September~~June 30, ~~2020,~~2021, the breakdown of carrying values of operating lease equipment, excluding equipment off-lease, by the year leases are scheduled to expire was as follows (in thousands):


Years Ending December 31:	Years Ending December 31:			Years Ending December 31:
2020		$	75,906
2021	2021	45,651		2021	$	23,683
2022	2022	62,255		2022	40,797
2023	2023	47,729		2023	75,170
2024	2024	27,171		2024	35,514
2025				2025	100,020
Thereafter through 2034	Thereafter through 2034	329,951		Thereafter through 2034	264,529
		$	588,663		$	539,713

6052

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, portfolio management 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~~16-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 from current operations, 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 and third quarters of~~During 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. We continue to closely monitor the risk rating of commercial loans in light of the evolving COVID-19 situation.

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


																			June 30, 2021				March 31, 2021				December 31, 2020
		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			Amortized Cost		Percent of Commercial Loans		Amortized Cost		Percent of Commercial Loans			Amortized Cost		Percent of Commercial Loans
Pass	Pass	$	15,321,531	85.9	%	$	16,169,767	88.6	%	$	16,841,243	96.0	%	$	17,054,702	97.5	%	Pass	$	13,739,092	86.8	%	$	14,167,606	84.5	%		$	14,832,025	84.6	%
Special mention	Special mention	951,981		5.3	%	1,338,232		7.3	%	288,148		1.6	%	72,881		0.4	%	Special mention	138,064		0.9	%	420,331		2.5	%		711,516		4.1	%
Substandard accruing	Substandard accruing	1,376,718		7.7	%	560,624		3.1	%	238,786		1.4	%	180,380		1.0	%	Substandard accruing	1,684,666		10.7	%	1,983,191		11.8	%		1,758,654		10.0	%
Substandard non-accruing	Substandard non-accruing	187,247		1.0	%	187,510		1.0	%	181,278		1.0	%	185,906		1.1	%	Substandard non-accruing	229,646		1.5	%	189,589		1.1	%		203,758		1.2	%
Doubtful	Doubtful	938		0.1	%	949		—	%	—		—	%	—		—	%	Doubtful	17,332		0.1	%	17,903		0.1	%		11,867		0.1	%
		$	17,838,415	100.0	%	$	18,257,082	100.0	%	$	17,549,455	100.0	%	$	17,493,869	100.0	%		$	15,808,800	100.0	%	$	16,778,620	100.0	%		$	17,517,820	100.0	%

Our internal risk ratings at June 30, 2021 continued to be influenced by the impact of the COVID-19 pandemic and the measures and restrictions employed to contain the spread of the virus on the economy, our borrowers and the sectors in which they operate. Management has taken what we believe to be a proactive and objective approach to risk rating the commercial loan portfolio since the onset of the pandemic. The increase in levels of criticized and classified loans, particularly in the special mention and substandard accruing categories, over the course of 2020 iswas directly related to the impact of the COVID-19 ~~pandemic~~pandemic. As expected given the trajectory of economic recovery, levels of criticized and classified loans have declined over the first six months of 2021, particularly during the second quarter. During the six months ended June 30, 2021, total criticized and classified loans declined by $616 million. During the quarter ended June 30, 2021 criticized and classified loans declined by $541.3 million or 21%, to $2.1 billion. However, substandard non-accruing loans increased by $40.1 million during the second quarter. This increase was primarily attributable to one $69 million commercial and industrial relationship. If the economic recovery and its impact on individual borrowers evolve in line with our current expectations and economic forecast, we would expect to see the ~~economy~~level of criticized and onclassified loans continue to decline over the ~~operations~~remainder of ~~certain of the Company's borrowers. It is possible, given the~~2021. However, uncertainty ~~surrounding~~remains around the future trajectory of the COVID-19 ~~pandemic~~virus and ~~related~~the economic ~~impacts,~~recovery. In light of that ~~the amount of criticized and classified assets could increase further in the future.~~

Both special mention and substandard accruing loans increased from December 31, 2019 to June 30, 2020. As more information became available about the impact of the COVID-19 pandemic on specific businesses, we saw a further increase in substandard accruing loans during the 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 of $386 million, while substandard accruing loans increased by $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, howeveruncertainty, it is possible that ~~an increasing trend~~criticized and classified loan levels 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.~~not decline or that they may increase.

6153

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

September 30, 2020 June 30, 2020 March 31, 2020 December 31, 2019
Amortized Cost % of Loan Segment Amortized Cost % of Loan Segment Amortized Cost % of Loan Segment Amortized Cost % of Loan Segment
Special mention:
CRE
Hotel $ 202,929 32.8 % $ 273,877 44.1 % $ 4,201 0.7 % $ 4,227 0.6 %
Retail 85,640 6.0 % 172,364 12.0 % 4,284 0.3 % — — %
Multi-family 28,876 1.5 % 54,623 2.7 % 4,471 0.2 % 115 — %
Office 38,213 1.8 % 29,735 1.4 % — — % — — %
Industrial 13,221 1.7 % 12,968 1.7 % — — % 1,489 — %
Other 8,083 5.5 % 1,393 0.9 % — — % — — %
376,962 544,960 12,956 5,831
Owner occupied commercial real estate 193,867 9.4 % 179,305 8.8 % 26,170 1.3 % 27,870 1.4 %
Commercial and industrial 196,488 4.4 % 243,398 5.2 % 67,173 1.1 % 28,498 0.5 %
Bridge - franchise finance 139,638 23.0 % 327,375 52.5 % 181,049 28.0 % 10,682 1.7 %
Bridge - equipment finance 45,026 8.5 % 43,194 7.3 % 800 0.1 % — — %
$ 951,981 $ 1,338,232 $ 288,148 $ 72,881
Substandard accruing:
CRE
Hotel $ 249,646 40.3 % $ 92,066 14.8 % $ 11,296 1.8 % $ 34,645 5.3 %
Retail 238,910 16.8 % 63,957 4.4 % 20,049 1.4 % — — %
Multi-family 143,857 7.4 % 67,896 3.4 % 35,691 1.7 % 26,797 1.7 %
Office 60,556 2.9 % 28,994 1.4 % 6,214 0.3 % 8,299 0.3 %
Industrial 19,714 2.6 % 19,814 2.5 % 9,675 1.2 % 9,753 1.2 %
Other 1,422 1.0 % — — % — — % — — %
714,105 272,727 82,925 79,494
Owner occupied commercial real estate 135,165 6.6 % 38,332 1.9 % 24,520 1.2 % 16,241 0.8 %
Commercial and industrial 273,448 6.2 % 185,201 3.9 % 77,810 1.6 % 43,518 0.9 %
Bridge - franchise finance 213,532 35.2 % 56,628 9.1 % 53,531 8.3 % 41,127 6.6 %
Bridge - equipment finance 40,468 7.6 % 7,736 1.3 % — — % — — %
$ 1,376,718 $ 560,624 $ 238,786 $ 180,380

~~The increases in substandard accruing~~. Non-performing loans ~~at September 30, 2020 were concentrated in those categories expected to exhibit additional stress~~are discussed further in the ~~current environment including CRE hotel, CRE retail and franchise finance.~~section entitled "Non-performing Assets" below.

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.



	June 30, 2021				March 31, 2021				December 31, 2020
	Amortized Cost		% of Loan Segment		Amortized Cost		% of Loan Segment			Amortized Cost		% of Loan Segment
Special mention:
CRE
Hotel	$	579	0.1	%	$	34,113	5.5	%		$	68,413	11.0	%
Retail	21,763		1.8	%	51,547		4.0	%		86,935		6.4	%
Multi-family	6,085		0.4	%	37,345		2.5	%		36,335		2.2	%
Office	27,246		1.4	%	3,973		0.2	%		37,943		1.8	%
Industrial	—		—	%	1,047		0.1	%		9,440		1.1	%
Other	3,503		6.5	%	32,704		29.5	%		38,010		45.4	%
	59,176				160,729					277,076
Owner occupied commercial real estate	41,923		2.1	%	68,145		3.5	%		156,837		7.8	%
Commercial and industrial	33,364		0.8	%	178,920		4.4	%		169,605		3.8	%

Bridge - franchise finance	1,857		0.4	%	10,745		2.0	%		71,593		13.0	%
Bridge - equipment finance	1,744		0.4	%	1,792		0.4	%		36,405		7.7	%
	$	138,064			$	420,331				$	711,516

Substandard accruing:
CRE
Hotel	$	290,439	48.9	%	$	453,289	73.2	%		$	400,468	64.4	%
Retail	220,424		18.0	%	275,976		21.6	%		276,149		20.4	%
Multi-family	205,514		16.4	%	292,624		19.4	%		218,532		13.3	%
Office	140,741		7.1	%	105,743		5.1	%		40,477		1.9	%
Industrial	12,855		1.5	%	17,237		2.0	%		13,902		1.7	%
Other	21,375		12.5	%	37,245		33.6	%		28,505		1.7	%
	891,348				1,182,114					978,033
Owner occupied commercial real estate	219,162		11.2	%	198,896		10.3	%		177,575		8.9	%
Commercial and industrial	277,683		6.6	%	256,341		6.3	%		285,925		6.4	%

Bridge - franchise finance	218,665		47.1	%	240,810		45.9	%		242,234		44.1	%
Bridge - equipment finance	77,808		18.4	%	105,030		22.8	%		74,887		15.7	%

	$	1,684,666			$	1,983,191				$	1,758,654

6254

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~~experienced some level of stress related to the pandemic and into how those loans are performing as the economy recovers. The following table summarizes deferral and modification activity in the commercial portfolio, as of ~~September~~June 30, ~~2020~~2021 (dollars in thousands):


		Currently Under Short-Term Deferral		CARES Act Modifications		In Process CARES Act Modifications		Total		% of Portfolio			Under Short Term Deferral or CARES Act Modification at June 30, 2021		% of Portfolio Segment at June 30, 2021		Under Short Term Deferral or CARES Act Modification at March 31, 2021		Loans That Have Rolled Off of Short-Term Deferral or CARES Act Modification
CRE - Property Type:
CRE by Property Type:												CRE by Property Type:
Retail	Retail	$	20,289	$	6,098	$	15,819	$	42,206	3	%	Retail	$	15,871	1	%	$	36,615	$	2,636
Hotel	Hotel	1,547		126,602		162,824		290,973		47	%	Hotel	225,436		42	%	343,354		118,119
Office	Office	4,664		41,451		29,826		75,941		4	%	Office	44,860		2	%	56,542		—
Multifamily	Multifamily	19,829		—		4,435		24,264		1	%	Multifamily	13,872		1	%	24,014		10,142

Total CRE	Total CRE	$	46,329	$	174,151	$	212,904	$	433,384	6	%	Total CRE	300,039		5	%	460,525		130,897
C&I - Industry
C&I by Industry												C&I by Industry
Accommodation and Food Services	Accommodation and Food Services	$	54,813	$	—	$	7,098	$	61,911	20	%	Accommodation and Food Services	31,073		12	%	24,884		—
Retail Trade	Retail Trade	20,648		19,357		—		40,005		12	%	Retail Trade	32,371		11	%	33,644		1,274
Manufacturing		12,234		—		—		12,234		3	%
Finance and Insurance												Finance and Insurance	16,854		2	%	18,244		1,390
Other	Other	21,825		53,030		—		74,855		1	%	Other	31,994		3	%	80,168		59,734
Total C&I	Total C&I	$	109,520	$	72,387	$	7,098	$	189,005	3	%	Total C&I	112,292		2	%	156,940		62,398
BFG - Equipment		$	966	$	—	$	—	$	966	—	%
BFG - Franchise		$	75,607	$	—	$	—	$	75,607	12	%
Bridge - franchise finance												Bridge - franchise finance	25,647		6	%	38,182		24,813

Total Commercial	Total Commercial	$	232,422	$	246,538	$	220,002	$	698,962	4	%	Total Commercial	$	437,978	3	%	$	655,647	$	218,108

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

~~Reflecting a positive trend, total commercial~~All of the loans onthat have rolled off of deferral ~~modified~~ or ~~in process of~~ modification as ~~a result of~~shown in the ~~COVID-19 pandemic had declined to $567 million~~table above have paid off 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.~~resumed regular payments. For commercial borrowers, short-term payment deferrals were generally deferrals of principal and/or interest payments for up to two periods of 90 days each. The deferred payments along with interest accrued during the deferral period are generally due and payable on the maturity date. CARES Act modifications represent longer-term modifications and most commonly have taken the form of 9 to 12 month interest only periods. ~~Pursuant to~~The majority of loan modifications and 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 the ~~CARES Act, deferrals and modifications related to COVID-19 of loans that were current as of December 31, 2019 will typically not be categorized or 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, were identified for enhanced monitoring (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

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 59.7% 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 $93 million, or 29%~~provisions of the ~~sub-segment. 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 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 %

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. The majority of fitness franchises have re-opened.

~~Hotel~~

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 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 16% in New York. This sub-segment includes $59 million in SBA loans, of which $14 million is guaranteed. 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.~~CARES Act.

Operating Lease Equipment, net

~~Eight~~Seven operating ~~lease relationships~~leases with a carrying value of assets under lease totaling ~~$62~~$45 million, all of which were exposures to the energy industry, were internally risk rated substandard at ~~September~~June 30, ~~2020.~~2021. 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 September 30, 2020, there were 17 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 three months ended 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 orDuring the three and ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2021 and 2020, impairment charges recognized related to operating lease equipment were insignificant.

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, 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~~$316 million at ~~September~~June 30, ~~2020.~~2021. The majority of the energy exposure was in the operating lease equipment portfolio where energy exposure totaled ~~$284~~$271 million. The remaining energy exposure, totaling approximately ~~$54~~$46 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 ~~September~~June 30, ~~2020:~~2021:

FICO scores are generally updated at least annually, and were most recently updated in the ~~third~~first quarter of ~~2020.~~2021. LTVs are typically based on valuation at origination since we do not routinely update residential appraisals.

At ~~September~~June 30, ~~2020,~~2021, the majority of the 1-4 single family residential loan portfolio, excluding government insured residential loans, was owner-occupied, with ~~80%~~83% primary residence, 8%7% second homes and ~~12%~~10% investment properties.

1-4 single family residential loans excluding government insured residential loans past due more than 30 days totaled ~~$54~~$78 million and $66 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. The amount of these loans 90 days or more past due was ~~$10.0~~$23.4 million and ~~$11.1~~$9.2 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Delinquency statistics as of ~~September~~June 30, ~~2020~~2021 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.

At June 30, 2021, $59 million or 1% of 1-4 single family residential loans, excluding government insured residential loans, were under short-term deferral or modified due to the COVID-19 pandemic. Through June 30, 2021, $532 million of residential loans, excluding government insured loans, had been granted at least one short term payment deferral. The following table presents information about residential loans granted payment deferrals as a result of the COVID-19 pandemic as of ~~September~~June 30, ~~2020,~~2021, excluding government insured residential loans (dollars in thousands):

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 — %


			Loans That Have Rolled Off of Short-Term Deferral or CARES Act Modification
Loans Still Under Short-Term Deferral or CARES Act Modification			Paid Off or Paying as Agreed			Not Resumed Regular Payments
Balance		% of Loans Initially Granted Short-Term Deferral(1)	Balance		% of Loans Rolled Off Short-Term Deferral	Balance		% of Loans Rolled Off Short-Term Deferral
$	58,719	1%	$	438,903	93%	$	33,959	7%

(1) Includes $20 million of loans modified under the CARES Act that are continuing to make payments

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, 49% of residential borrowers who are currently under short-term deferral continued to make payments during the deferral period.~~

~~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~~PCD 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):


		September 30, 2020			December 31, 2019				June 30, 2021			March 31, 2021			December 31, 2020

Non-accrual loans:	Non-accrual loans:							Non-accrual loans:
Residential and other consumer:	Residential and other consumer:							Residential and other consumer:
1-4 single family residential	1-4 single family residential	$	6,246		$	18,877		1-4 single family residential	$	43,646		$	23,159		$	26,842
Other consumer loans	Other consumer loans	1,785			17			Other consumer loans	1,907			1,904			1,986
Total residential and other consumer loans	Total residential and other consumer loans	8,031			18,894			Total residential and other consumer loans	45,553			25,063			28,828
Commercial:	Commercial:							Commercial:
Multi-family	Multi-family	—			6,138			Multi-family	7,069			12,701			24,090
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	54,944			40,097			Non-owner occupied commercial real estate	51,320			63,785			64,017
Construction and land	Construction and land	4,432			3,191			Construction and land	4,784			4,788			4,754
Owner occupied commercial real estate	Owner occupied commercial real estate	23,953			27,141			Owner occupied commercial real estate	26,582			23,451			23,152
Commercial and industrial	Commercial and industrial	72,094			74,757			Commercial and industrial	123,818			66,491			54,584

Bridge - franchise finance	Bridge - franchise finance	32,762			13,631			Bridge - franchise finance	33,405			36,276			45,028
Bridge - equipment finance		—			20,939

Total commercial loans	Total commercial loans	188,185			185,894			Total commercial loans	246,978			207,492			215,625
Total non-accrual loans	Total non-accrual loans	196,216			204,788			Total non-accrual loans	292,531			232,555			244,453
Loans past due 90 days and still accruing	Loans past due 90 days and still accruing	4,088			—			Loans past due 90 days and still accruing	132			1,077			—
Total non-performing loans	Total non-performing loans	200,304			204,788			Total non-performing loans	292,663			233,632			244,453
OREO and repossessed assets	OREO and repossessed assets	4,154			3,897			OREO and repossessed assets	3,890			2,726			3,138
Total non-performing assets	Total non-performing assets	$	204,458		$	208,685		Total non-performing assets	$	296,553		$	236,358		$	247,591

Non-performing loans to total loans (1)	Non-performing loans to total loans (1)	0.84		%	0.88		%	Non-performing loans to total loans (1)	1.28		%	1.00		%	1.02		%
Non-performing assets to total assets (1)	Non-performing assets to total assets (1)	0.58		%	0.63		%	Non-performing assets to total assets (1)	0.83		%	0.67		%	0.71		%
ACL to total loans	ACL to total loans	1.15		%	0.47		%	ACL to total loans	0.77		%	0.95		%	1.08		%
ACL to non-performing loans	ACL to non-performing loans	136.86		%	53.07		%	ACL to non-performing loans	60.02		%	94.56		%	105.26		%

Net charge-offs to average loans (2)	Net charge-offs to average loans (2)	0.25		%	0.05		%	Net charge-offs to average loans (2)	0.24		%	0.17		%	0.26		%

(1) Non-performing loans and assets include the guaranteed portion of non-accrual SBA loans totaling ~~$43.6~~$47.7 million or ~~0.18%~~0.21% of total loans and ~~0.12%~~0.13% of total assets, at ~~September~~June 30, ~~2020; compared to $45.7~~2021, $48.2 million or ~~0.20%~~0.21% of total loans and 0.14% of total assets, at March 31, 2021 and $51.3 million or 0.22% of total loans and 0.15% of total assets, at December 31, ~~2019.~~2020.

(2) Annualized for ~~September~~June 30, ~~2020.~~2021 and March 31, 2021.

~~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 typically GNMA early buyout loans and 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 ~~$591~~$732 million and ~~$529~~$562 million at ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019, respectively. Increases~~2020, respectively.

The increase in non-performing loans, non-performing assets and related ratios was primarily attributable to one $69 million commercial and industrial relationship. Decreases in the ratios of the ACL to total loans and the ACL to non-performing loans at ~~September~~June 30, ~~2020~~2021 compared to December 31, ~~2019~~2020 are

attributable to the ~~adoption~~recovery of ~~CECL effective January 1, 2020 and the impact on the provision for~~ credit losses recorded during the ~~nine~~three and six months ended ~~September~~June 30, ~~2020 of changes in economic conditions, our~~2021, which resulted primarily from an improving economic forecast, and ~~borrower financial performance related~~ to ~~COVID-19.~~a lesser extent, charge-offs recognized.

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 COVID-19 pandemic on non-performing asset levels and net charge-offs may be delayed due to government assistance and loan deferral programs.

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. Residential loans that have rolled off of short-term deferral and have not caught up on their deferred payments may also be placed on non-accrual; these loans are typically pending modification. 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 or extensions of maturity at below market ~~terms, or in some cases, partial forgiveness of principal.~~terms. 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 deferrals (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, as amended by the Consolidated Appropriations Act on December 27, 2020, effectively suspended the guidance related to TDRs codified in ASC 310-40 until the earlier of ~~December 31, 2020~~January 1, 2022 or sixty days after the date of the suspension of the declared state of emergency related to the COVID-19 pandemic. ~~All~~None of the COVID-19 related deferrals the Company has granted to date that fall 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~~had been modified in TDRs at the dates indicated (dollars in thousands):


		September 30, 2020					December 31, 2019						June 30, 2021					December 31, 2020

		Number of TDRs	Amortized Cost		Related Specific Allowance		Number of TDRs	Amortized Cost		Related Specific Allowance			Number of TDRs	Amortized Cost		Related Specific Allowance		Number of TDRs	Amortized Cost		Related Specific Allowance
Residential and other consumer (1)	Residential and other consumer (1)	362	$	59,685	$	82	361	$	57,117	$	12	Residential and other consumer (1)	399	$	69,759	$	102	342	$	57,017	$	94
Commercial	Commercial	27	58,671		8,594		25	56,736		6,311		Commercial	23	43,432		3,953		25	55,515		15,630
		389	$	118,356	$	8,676	386	$	113,853	$	6,323		422	$	113,191	$	4,055	367	$	112,532	$	15,724

(1) Includes ~~345~~384 government insured residential loans modified in TDRs totaling ~~$54.6~~$66.3 million at ~~September~~June 30, ~~2020;~~2021; and ~~346~~326 government insured residential loans modified in TDRs totaling ~~$53.4~~$52.8 million at December 31, ~~2019.~~2020.

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 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, 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 interagency guidance and the CARES Act under which we ~~are providing~~have provided temporary relief, and in some cases longer term modifications, 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.~~deferrals and modifications. Under ~~recently issued~~the 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.~~non-performing.

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 economic 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~~Uncertainty remains 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.~~periods, in either direction. Changes in the ACL may result from changes in current economic conditions, our economic forecast, ~~and in~~ loan portfolio composition ~~as well as~~and 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~~Expected credit losses are estimated ~~using econometric models~~on a collective basis for groups of loans that ~~employ a factor based methodology to estimate PD and LGD, determined based on pool level~~share similar risk characteristics. Projected PDs and LGDs are applied to estimated exposure at default to generate estimates of expected 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~~terms of the loans, adjusted for expected ~~prepayments.~~prepayments, generally excluding expected extensions, renewals, and modifications.

~~See Note 1~~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 contractual term and payment structure of loans, adjusted for prepayments, to generate estimates of expected loss. For criticized or classified loans, PDs are adjusted to benchmark PDs established for each risk rating. The ACL estimate incorporates a reasonable and supportable economic forecast through the use of externally developed macroeconomic scenarios applied in the models.

A single economic scenario or a probability weighted blend of economic scenarios may be used. The models ingest numerous national, regional and MSA level variables and data points. Variables with the most significant impact on the commercial real estate model include unemployment, the CRE property forecast by property type, 10 year treasury yield, Baa corporate yield and real GDP growth. Those with the most significant impact on the commercial model include a stock market volatility index, the S&P 500 index, unemployment and a variety of interest rates and spreads. Those with the most significant impact on the residential model include HPI, unemployment, real GDP growth, and a 30 year mortgage rate. The length of the reasonable and supportable forecast period is evaluated at each reporting period and adjusted if deemed necessary. Currently, the Company uses a 2-year reasonable and supportable forecast period in estimating the ACL. After the reasonable and supportable forecast period, the models effectively revert to long-term mean losses on a straight-line basis over 12 months.

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 ACL ~~methodology and related accounting policies.~~is zero for these loans.

6657

Qualitative factors

•Economic factors;

•Credit policy and staffing;

•Concentrations;

•Model imprecision; and

•Other factors deemed appropriate by management that may materially impact the amount of expected credit losses.

See Note 1 to the consolidated financial statements of the Company's 2020 Annual report on Form 10-K for more detailed information about our ACL methodology.

The following table provides an analysis of the ACL, provision for credit losses related to the funded portion of loans and net charge-offs by loan segment for the periods indicated (in thousands). For the nine months ended September 30, 2020, the ACL was estimated using the CECL methodology. For the nine months ended 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


	Residential and Other Consumer Loans			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			Total
















Balance at December 31, 2020	$	18,719		$	39,827		$	61,507		$	3,284		$	28,797		$	62,197		$	304		$	36,331		$	6,357		$	257,323
Provision for (recovery of) credit losses	(6,802)			(25,813)			(25,852)			(2,185)			(3,609)			22,702			(93)			(11,157)			(1,160)			(53,969)
Charge-offs	(14)			(6,470)			(493)			—			(346)			(13,486)			—			(9,585)			—			(30,394)
Recoveries	6			233			84			—			57			2,302			—			—			—			2,682
Balance at June 30, 2021	$	11,909		$	7,777		$	35,246		$	1,099		$	24,899		$	73,715		$	211		$	15,589		$	5,197		$	175,642

Balance at December 31, 2019	$	11,154		$	5,024		$	23,240		$	764		$	8,066		$	43,485		$	720		$	9,163		$	7,055		$	108,671
Impact of adoption of ASU 2016-13	8,098			(780)			(13,442)			1,854			23,240			8,841			(309)			(133)			(64)			27,305
Balance at January 1, 2020	19,252			4,244			9,798			2,618			31,306			52,326			411			9,030			6,991			135,976
Provision for (recovery of) credit losses	(8,572)			16,803			75,109			766			5,205			31,735			(173)			26,527			6,049			153,449
Charge-offs	(31)			—			(552)			—			(187)			(2,933)			—			(16,561)			(6,720)			(26,984)
Recoveries	45			2			82			—			92			3,012			—			449			—			3,682
Balance at June 30, 2020	$	10,694		$	21,049		$	84,437		$	3,384		$	36,416		$	84,140		$	238		$	19,445		$	6,320		$	266,123

Net Charge-offs to Average Loans (1)

Six Months Ended June 30, 2021	—		%	0.84		%	0.02		%	—		%	0.03		%	0.38		%	—		%	3.77		%	—		%	0.24		%
Six Months Ended June 30, 2020	—		%	—		%	0.02		%	—		%	0.01		%	—		%	—		%	5.07		%	2.09		%	0.20		%

(1) Annualized.

6758

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


		September 30, 2020				June 30, 2020				January 1, 2020 (1)				December 31, 2019					June 30, 2021				March 31, 2021				December 31, 2020
		Total		%(2)		Total		%(2)		Total		%(2)		Total		%(2)			Total		%(1)		Total		%(1)			Total		%(1)
Residential portfolio segment		$	16,031	25.1	%	$	10,695	23.5	%	$	19,252	24.5	%	$	11,154	24.5	%
Residential and other consumer																		Residential and other consumer	$	11,909	30.9	%	$	15,843	28.1	%		$	18,719	26.6	%

Multi-family	Multi-family	36,705		7.6	%	21,049		7.9	%	4,244		9.6	%	5,024		9.6	%	Multi-family	7,777		5.5	%	45,757		6.5	%		39,827		6.9	%
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	73,760		20.7	%	84,436		20.7	%	9,798		21.7	%	23,240		21.7	%	Non-owner occupied commercial real estate	35,246		20.7	%	46,915		20.9	%		61,507		20.8	%
Construction and land	Construction and land	2,898		1.1	%	3,384		1.0	%	2,618		1.1	%	764		1.1	%	Construction and land	1,099		1.0	%	2,467		1.2	%		3,284		1.2	%
CRE portfolio segment		113,363				108,869				16,660				29,028
CRE																		CRE	44,122				95,139					104,618

Owner occupied commercial real estate	Owner occupied commercial real estate	35,052		8.6	%	36,416		8.6	%	31,306		8.9	%	8,066		8.9	%	Owner occupied commercial real estate	24,899		8.6	%	24,445		8.3	%		28,797		8.4	%
Commercial and industrial	Commercial and industrial	79,357		27.4	%	84,142		28.1	%	52,326		23.4	%	43,485		23.4	%	Commercial and industrial	73,715		24.9	%	54,151		26.1	%		62,197		27.2	%
Pinnacle	Pinnacle	355		4.8	%	238		5.1	%	411		5.2	%	720		5.2	%	Pinnacle	211		4.6	%	213		4.7	%		304		4.6	%
Bridge - franchise finance	Bridge - franchise finance	24,394		2.5	%	19,446		2.6	%	9,030		2.6	%	9,163		2.6	%	Bridge - franchise finance	15,589		2.0	%	24,411		2.2	%		36,331		2.3	%
Bridge - equipment finance	Bridge - equipment finance	5,576		2.2	%	6,317		2.5	%	6,991		3.0	%	7,055		3.0	%	Bridge - equipment finance	5,197		1.8	%	6,732		2.0	%		6,357		2.0	%
Commercial portfolio segment		144,734				146,559				100,064				68,489
Commercial																		Commercial	119,611				109,952					133,986
		$	274,128	100.0	%	$	266,123	100.0	%	$	135,976	100.0	%	$	108,671	100.0	%		$	175,642	100.0	%	$	220,934	100.0	%		$	257,323	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~~presents the ACL as a percentage of loans at the dates indicated:


		September 30, 2020		June 30, 2020		January 1, 2020 (1)			June 30, 2021		March 31, 2021		December 31, 2020

Residential portfolio segment		0.27	%	0.19	%	0.34	%
Residential and other consumer								Residential and other consumer	0.17	%	0.24	%	0.29	%
Commercial:	Commercial:							Commercial:
Commercial real estate	Commercial real estate	1.62	%	1.54	%	0.22	%	Commercial real estate	0.71	%	1.43	%	1.52	%
Commercial and industrial	Commercial and industrial	1.34	%	1.38	%	1.12	%	Commercial and industrial	1.28	%	0.98	%	1.07	%
Pinnacle	Pinnacle	0.03	%	0.02	%	0.03	%	Pinnacle	0.02	%	0.02	%	0.03	%
Bridge - franchise finance	Bridge - franchise finance	4.03	%	3.12	%	1.44	%	Bridge - franchise finance	3.37	%	4.65	%	6.61	%
Bridge - equipment finance	Bridge - equipment finance	1.05	%	1.07	%	1.02	%	Bridge - equipment finance	1.23	%	1.46	%	1.34	%
Total commercial	Total commercial	1.45	%	1.40	%	0.67	%	Total commercial	1.04	%	1.22	%	1.36	%
		1.15	%	1.12	%	0.59	%		0.77	%	0.95	%	1.08	%

Significant offsetting factors contributing to the change in the ACL during the three months ended June 30, 2021 are depicted in the chart below (in millions):

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

6860

Changes in the ACL ~~upon initial adoption of CECL~~

~~ASU 2016-13 was adopted effective January 1, 2020, increasing~~during 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 using a methodology tailored more specifically to loans in the Company's portfolio under CECL, instead of the peer group historical 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 subsequent to the adoption of CECL~~three months ended June 30, 2021

The ~~increase~~decrease in the ACL from ~~the date of adoption of CECL~~March 31, 2021 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 $8 million, to $274.1 million or 1.15% of loans at September 30, 2020 from $266.1 million or 1.12% of loans at~~ June 30, ~~2020.~~

~~Significant offsetting factors contributing to~~2021 for the ~~change~~majority of portfolio sub-segments resulted largely from an improving economic forecast, improvement in borrower financial results as reflected in the ~~ACL for~~reduction in criticized and classified loans, changes in portfolio composition including the ~~third quarter are depicted~~decline in ~~the chart below (in millions):~~

commercial loan balances, a reduction in certain qualitative loss factors and charge-offs.

The ACL for ~~the~~ residential ~~portfolio segment increased~~and other consumer loans decreased by ~~$5.3~~$3.9 million ~~or from 0.19% to 0.27% of loans~~ during the quarter ended ~~September~~June 30, ~~2020.~~2021, from 0.24% to 0.17% of loans. This ~~increase related~~decrease was primarily ~~to changes in modeling assumptions about loans in forbearance, and to a lesser degree, changes~~driven by improvements in the ~~economic forecast driven by~~unemployment and HPI forecasts and the ~~unemployment outlook.~~impact of loans that rolled off of deferral and resumed regular payments. In the aggregate, the ACL for the CRE portfolio ~~segments,~~sub-segment, including multi-family, non-owner occupied CRE and construction and land, ~~increased~~decreased by ~~$4.5~~$51.0 million during the quarter ended ~~September~~June 30, ~~2020,~~2021, from ~~1.54%~~1.43% to ~~1.62%~~0.71% of loans. The ACL for multi-family loans ~~driven primarily~~decreased by ~~the migration of loans from special mention to substandard accruing. T~~he ACL on the franchise portfolio increased by $4.9 million during the quarter ended September 30, 2020, from 3.12% of loans to 4.03% of loans, primarily driven by risk rating migration during the quarter. ~~Charge-offs for the quarter~~$38.0 million. These decreases related primarily to improvement in the ~~$22.1~~economic forecast, particularly the unemployment and commercial property forecasts and a decrease in criticized and classified loans. The ACL for commercial and industrial loans was impacted by an increase of $27.2 million ~~charge-off of~~ in the specific reserve related to one ~~commercial relationship.~~$69 million relationship,

The ~~econometric models we use~~ACL for the Bridge franchise portfolio decreased by $8.8 million, primarily due to ~~estimate expected credit losses ingest a wide array~~the decline in criticized and classified loans and the reduction in certain qualitative loss factors.

Changes in the ACL during the three months ended March, 31, 2021:

The decrease in the ACL from December 31, 2020 to March 31, 2021 for the majority of ~~national, regional and MSA level~~portfolio sub-segments resulted largely from an improving economic ~~variables and data points.~~ forecast. The decrease was primarily related to the pass rated portion of the portfolio. The ACL for pass-rate loans, including residential loans, declined to $93 million at March 31, 2021 from $137 million at December 31, 2020. The ACL for non-pass rated loans increased to $128 million at March 31, 2021 from $120 million at December 31, 2020.

Some of the data points informing the reasonable and supportable economic forecast used in estimating the ACL at ~~September~~June 30, ~~2020~~2021 were:

•National unemployment ~~starting~~ at ~~8%, increasing to just over 9% by~~5.2% for the ~~end~~third quarter of ~~2020,~~2021, steadily declining to ~~8% by~~4.5% through the end of 2021, and ~~trending down thereafter;~~

•~~Annualized growth in GDP starting at 27%, decreasing~~declining to ~~3% by the end of 2020, exceeding pre-recession levels by the end of 2023, averaging 4.3% for 2020 and~~ 3.5% ~~for 2021;~~

•~~VIX trailing average starting at 26, trending downward to 18~~ by the end of 2022;

•Annualized growth in GDP at 6.7% for the third quarter of 2021, increasing to 6.8% by the end of 2021, and 3.1% for 2022;

•VIX trending at stabilized levels through the forecast horizon; and

•S&P 500 ~~starting at 3,200, declining moderately in~~averaging near 4,000 through the ~~fourth quarter of 2020 before trending up, but staying below recent highs until mid-2022.~~reasonable and supportable forecast period.

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 September 30,								Nine Months Ended September 30,									Three Months Ended June 30,								Six Months Ended June 30,
		2020				2019				2020				2019					2021				2020				2021				2020
		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:																	Demand deposits:
Non-interest bearing	Non-interest bearing	$	6,186,718	—	%	$	3,963,955	—	%	$	5,292,702	—	%	$	3,835,248	—	%	Non-interest bearing	$	8,163,879	—	%	$	5,313,009	—	%	$	7,829,422	—	%	$	4,840,781	—	%
Interest bearing	Interest bearing	2,800,421		0.59	%	1,872,573		1.42	%	2,475,388		0.85	%	1,783,611		1.39	%	Interest bearing	3,069,945		0.34	%	2,448,545		0.78	%	3,006,760		0.36	%	2,311,086		1.02	%
Money market		10,484,666		0.60	%	10,710,621		1.89	%	10,329,839		0.92	%	10,878,975		1.91	%
Savings		179,796		0.09	%	196,696		0.23	%	179,720		0.12	%	214,315		0.26	%
Savings and money market																		Savings and money market	13,541,237		0.36	%	10,450,310		0.67	%	13,169,195		0.36	%	10,431,256		1.06	%
Time	Time	6,519,852		1.08	%	6,845,643		2.41	%	7,040,101		1.59	%	6,898,947		2.37	%	Time	3,380,582		0.41	%	7,096,097		1.59	%	3,853,057		0.57	%	7,303,083		1.82	%
		$	26,171,453	0.57	%	$	23,589,488	1.67	%	$	25,317,750	0.90	%	$	23,611,096	1.68	%		$	28,155,643	0.25	%	$	25,307,961	0.80	%	$	27,858,434	0.29	%	$	24,886,206	1.07	%

The estimated amount of uninsured deposits at June 30, 2021 and December 31, 2020 was $20.4 billion and $17.4 billion, respectively. Time deposit accounts with balances of $250,000 or more totaled $863 million and $1.1 billion at June 30, 2021 and December 31, 2020, respectively. The following table shows scheduled maturities of ~~certificates of deposit with denominations greater than or equal to $100,000~~uninsured time deposits as of ~~September~~June 30, ~~2020~~2021 (in thousands):


Three months or less	$	~~1,009,373~~226,201
Over three through six months	~~908,323~~187,105
Over six through twelve months	~~838,999~~476,914
Over twelve months	~~139,500~~19,313
	$	~~2,896,195~~909,533

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 following table presents information about the ~~Federal Reserve's PPPLF to fund PPP loans. These borrowings bear interest at 0.35%, are secured by PPP loans, and mature~~contractual balance of outstanding FHLB advances as ~~the underlying PPP loans are repaid. FHLB and PPPLF borrowings consisted~~ of ~~the following at the dates indicated (in~~June 30, 2021 (dollars 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


	Amount
Maturing in:
2021 - One month or less	$	655,000
2021 - Over one month	1,926,000


2024	100,000

Total contractual balance outstanding	2,681,000
Cumulative fair value hedging adjustments	505
Carrying Value	$	2,681,505

The table above reflects contractual maturities of outstanding advances and does not incorporate the impact that interest rate swaps designated as cash flow and fair value hedges have on the duration of borrowings.

7062

The ~~contractual balance~~table below presents information about outstanding interest rate swaps hedging the variability of interest cash flows on or the fair value of FHLB advances ~~outstanding at September~~included in the table above, as of June 30, ~~2020 is scheduled to mature as follows (in~~2021 (dollars in thousands):

Maturing in:
2020—One month or less $ 995,000
2020—Over one month 2,076,000
2021 250,000
Thereafter 100,000
Total contractual balance outstanding 3,421,000
Cumulative fair value hedging adjustments 2,810
Carrying value $ 3,423,810


	Notional Amount		Weighted Average Rate
Cash flow hedges maturing in:
2021	$	1,075,000	2.41	%
2022	210,000		2.48	%
2023	255,000		2.35	%
2024	110,000		2.54	%
2025	175,000		2.39	%
Thereafter	556,000		2.90	%
Cash flow hedges	2,381,000		2.53	%
Fair value hedges maturing in 2021	200,000
Total interest rate swaps designated as cash flow or fair value hedges	$	2,581,000

~~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 76 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, 2021		December 31, 2020
Senior notes:
Principal amount of 4.875% senior notes maturing on November 17, 2025	$	400,000	$	400,000
Unamortized discount and debt issuance costs	(3,792)		(4,174)
	396,208		395,826
Subordinated notes:
Principal amount of 5.125% subordinated notes maturing on June 11, 2030	300,000		300,000
Unamortized discount and debt issuance costs	(5,650)		(5,894)
	294,350		294,106
Total notes	690,558		689,932
Finance leases	31,081		32,563
Notes and other borrowings	$	721,639	$	722,495

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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019, BankUnited~~2020, the Company and the ~~Company~~Bank had capital levels that exceeded both the regulatory well-capitalized guidelines and all internal capital ratio targets.

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The following table provides information regarding regulatory capital for the Company and the Bank as of ~~September~~June 30, ~~2020~~2021 (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.:																	BankUnited, Inc.:
Tier 1 leverage	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)		Tier 1 leverage	$	3,139,889	8.81	%	N/A (1)		N/A (1)		$	1,425,286	4.00	%	N/A (1)		N/A (1)
CET1 risk-based capital	CET1 risk-based capital	$	2,924,892	12.17	%	$	1,561,717	6.50	%	$	1,081,189	4.50	%	$	1,681,849	7.00	%	CET1 risk-based capital	$	3,139,889	13.52	%	$	1,509,810	6.50	%	$	1,045,253	4.50	%	$	1,625,949	7.00	%
Tier 1 risk-based capital	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	%	Tier 1 risk-based capital	$	3,139,889	13.52	%	$	1,858,228	8.00	%	$	1,393,671	6.00	%	$	1,974,367	8.50	%
Total risk based capital		$	3,437,902	14.31	%	$	2,402,641	10.00	%	$	1,922,113	8.00	%	$	2,522,773	10.50	%
Total risk-based capital																		Total risk-based capital	$	3,576,478	15.40	%	$	2,322,785	10.00	%	$	1,858,228	8.00	%	$	2,438,924	10.50	%
BankUnited:	BankUnited:																	BankUnited:
Tier 1 leverage	Tier 1 leverage	$	3,220,494	9.51	%	$	1,692,880	5.00	%	$	1,354,304	4.00	%	N/A		N/A		Tier 1 leverage	$	3,491,270	9.84	%	$	1,774,797	5.00	%	$	1,419,838	4.00	%	N/A		N/A
CET1 risk-based capital	CET1 risk-based capital	$	3,220,494	13.48	%	$	1,552,865	6.50	%	$	1,075,060	4.50	%	$	1,672,316	7.00	%	CET1 risk-based capital	$	3,491,270	15.11	%	$	1,501,907	6.50	%	$	1,039,782	4.50	%	$	1,617,438	7.00	%
Tier 1 risk-based capital	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	%	Tier 1 risk-based capital	$	3,491,270	15.11	%	$	1,848,501	8.00	%	$	1,386,376	6.00	%	$	1,964,032	8.50	%
Total risk based capital		$	3,433,504	14.37	%	$	2,389,023	10.00	%	$	1,911,218	8.00	%	$	2,508,474	10.50	%
Total risk-based capital																		Total risk-based capital	$	3,627,858	15.70	%	$	2,310,626	10.00	%	$	1,848,501	8.00	%	$	2,426,157	10.50	%

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

~~The~~Upon adoption of ASU 2016-13 on January 1, 2020, the Company ~~has~~ elected the option to temporarily delay the effects of CECL on regulatory capital for two years, followed by a three-year transition period.

Total stockholders' equity decreased by approximately $116.0 million at 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 dividends declared of $66 million, offset by comprehensive income of $62 million for the nine months ended September 30, 2020. The comprehensive income included retained earnings offset by an increase of $50 million in accumulated other comprehensive loss, attributed to an increase in unrealized losses on derivative instruments. Unrealized losses on derivative instruments designated as hedging instruments were attributable to reductions in benchmark interest rates.

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, which is performed at least quarterly, and the spectrum of scenarios utilized. One exercise we completed was to stress our ~~March~~December 31, 2020 loan portfolio using ~~both~~ the ~~2018 DFAST severely adverse scenario and the 2020~~2021 DFAST severely adverse scenario. The results of ~~each of these~~this stress ~~tests~~test projected regulatory capital ratios in excess of all well capitalized ~~thresholds.~~thresholds in the stress scenario.

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 Company demonstrated its ability to access the capital markets in ~~the second quarter~~a period of stress with its June 2020 ~~augmenting our regulatory Tier 2 capital with a $300 million issuance of~~ subordinated ~~notes.~~debt issuance.

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 and FHLB ~~advances and more recently the PPPLF.~~advances. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 net cash provided by operating activities was ~~$635~~$578 million and ~~$412~~$321 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~~Available 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 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 September 30, 2020, available liquidity totaled approximately $9.7 billion, including~~includes cash, borrowing capacity at the Federal Home Loan Bank of Atlanta and the Federal Reserve Discount Window, Federal Funds lines of credit and unpledged agency ~~securities and availability under the PPPLF, as depicted in the following chart:~~

securities. Additional sources of liquidity include cash flows from operations, wholesale deposits, ~~and~~ cash flow from the Bank's amortizing securities and loan ~~portfolios. In~~portfolios, and the ~~near-term, cash flows from the loan portfolio may be reduced as a result~~sale 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.~~investment securities. 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; we have, in fact experienced growth in ~~deposits. Credit line usage, which we have monitored regularly since the onset of COVID-19, never significantly exceeded~~deposits 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 ongoing quarterly valuations. Based on our internal analysis, we do not expect the impact to be material to our overall liquidity position.~~

on-balance sheet liquidity.

The ALCO policy ~~has established several~~establishes limits or operating thresholds for a number of measures of liquidity which are typically monitored monthly by the ALCO and quarterly by the Board of Directors. ~~In light of~~These measures include but are not limited to 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~~a liquidity stress test coverage 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 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 September 30, 2020, BankUnited’s 30-day total liquidity ratio was 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. Thisa wholesale funding 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 September 30, 2020, BankUnited’s one-year liquidity ratio was 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~~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. At June 30, 2021, BankUnited was operating within acceptable thresholds and limits as prescribed by the ALCO policy.

The ALCO policy stipulates that BankUnited’s liquidity is considered within policy limits or thresholds if the available liquidity/volatile liabilities ratio, 30-day total liquidity ratio and one-year liquidity ratios exceed 100%. At June 30, 2021, BankUnited’s available liquidity/volatile liabilities ratio was 301%, the 30-day total liquidity ratio was 270% .and the one-year liquidity ratio was 424%. The ALCO policy also prescribes that the liquidity stress test coverage ratio exceed 100%; at June 30, 2021, that ratio was 219%. 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 observed customer behavior. Currently, ~~we are~~our interest rate risk policy framework is based on modeling instantaneous rate shocks of plus and minus 100, ~~plus~~ 200, ~~plus~~ 300 and ~~plus~~ 400 basis point ~~shifts as well as~~shifts. We also model 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.

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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 ~~September~~June 30, ~~2020,~~2021, the most likely rate scenario ~~assumes~~assumed that all indices are floored at 0%. We did not apply the falling rate scenarios at ~~September~~June 30, ~~2020~~2021 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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:


		Down 100		Plus 100		Plus 200		Plus 300		Plus 400			Down 100		Plus 100		Plus 200		Plus 300		Plus 400
Policy Thresholds:	Policy Thresholds:											Policy Thresholds:
In year 1	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	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 September 30, 2020 - increase:
Model Results at June 30, 2021 - increase:												Model Results at June 30, 2021 - increase:
In year 1	In year 1	N/A		2.9	%	4.2	%	4.0	%	3.2	%	In year 1	N/A		3.5	%	5.5	%	6.2	%	6.0	%
In year 2	In year 2	N/A		4.1	%	5.8	%	5.8	%	5.1	%	In year 2	N/A		7.8	%	13.3	%	17.8	%	21.5	%
Model Results at December 31, 2019 - increase (decrease):
Model Results at December 31, 2020 - increase:												Model Results at December 31, 2020 - increase:
In year 1	In year 1	(1.1)	%	1.0	%	0.1	%	(2.1)	%	(5.1)	%	In year 1	N/A		2.9	%	3.9	%	3.2	%	1.9	%
In year 2	In year 2	(4.8)	%	4.6	%	7.2	%	8.7	%	9.4	%	In year 2	N/A		5.0	%	7.8	%	9.0	%	9.5	%

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 ~~September~~June 30, ~~2020~~2021 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 ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019:~~2020:

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) %


	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, 2021 - increase (decrease):	N/A		2.1	%	1.3	%	0.1	%	(1.5)	%
Model Results at December 31, 2020 - increase (decrease):	N/A		0.8	%	(2.0)	%	(6.1)	%	(10.0)	%

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 and caps 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 ~~September~~June 30, ~~2020,~~2021, outstanding interest rate swaps and caps designated as cash flow hedges had an aggregate notional amount of ~~$2.9~~$2.5 billion and outstanding interest rate swaps designated as fair value hedges had an aggregate notional amount of ~~$250~~$200 million. ~~The~~At June 30, 2021, the aggregate fair value of interest rate swaps and caps designated as cash flow hedges included in other assets and other liabilities was ~~$6.6 million.~~$1.3 million and $4.5 million, respectively.

Interest rate swaps and caps not designated as hedges had an aggregate notional amount of ~~$3.1~~$3.4 billion at ~~September~~June 30, ~~2020.~~2021. The aggregate fair value of these interest rate swaps and caps included in other assets was ~~$138.3~~$78.4 million and the aggregate fair value included in other liabilities was ~~$42.9~~$27.6 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 76 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 1110 to the consolidated financial statements and the Borrowings section of this ~~MD&A~~Management's Discussion and ~~Off-Balance Sheet Arrangements in the MD&A of the Company's 2019 Annual report on Form 10-K.~~Analysis.

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~~volatility of the ~~CECL accounting methodology, which may impact comparability of operating results to prior periods.~~provision for credit losses resulting from the COVID-19 pandemic. This measure also provides a meaningful basis for comparison to other financial institutions since it is commonly employed and is a measure frequently cited by investors and ~~requested by investors.~~analysts. 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 nine months ended September 30, 2020 and 2019 and the three months ended June 30, 2020~~periods indicated (in thousands):

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 nine months ended 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,		Three Months Ended March 31,		Three Months Ended June 30,		Six Months Ended June 30,
	2021		2021		2020		2021		2020
Income before income taxes (GAAP)	$	140,150	$	131,304	$	96,904	$	271,454	$	56,482
Plus: Provision for (recovery of) credit losses	(27,534)		(27,989)		25,414		(55,523)		150,842
PPNR (non-GAAP)	$	112,616	$	103,315	$	122,318	$	215,931	$	207,324

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 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 the dates indicated (in thousands except share and per share data):


		September 30, 2020		June 30, 2020		December 31, 2019			June 30, 2021		December 31, 2020
Total stockholders’ equity	Total stockholders’ equity	$	2,864,824	$	2,755,053	$	2,980,779	Total stockholders’ equity	$	3,161,543	$	2,983,012
Less: goodwill and other intangible assets	Less: goodwill and other intangible assets	77,641		77,652		77,674		Less: goodwill and other intangible assets	77,637		77,637
Tangible stockholders’ equity	Tangible stockholders’ equity	$	2,787,183	$	2,677,401	$	2,903,105	Tangible stockholders’ equity	$	3,083,906	$	2,905,375

Common shares issued and outstanding	Common shares issued and outstanding	92,388,641		92,420,278		95,128,231		Common shares issued and outstanding	93,238,553		93,067,500

Book value per common share	Book value per common share	$	31.01	$	29.81	$	31.33	Book value per common share	$	33.91	$	32.05

Tangible book value per common share	Tangible book value per common share	$	30.17	$	28.97	$	30.52	Tangible book value per common share	$	33.08	$	31.22

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 ~~September~~June 30, ~~2020,~~2021, 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 or hybrid 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 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 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 and domestic economies, disrupted 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 economic impacts of COVID-19 persist or 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, 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~~2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February ~~28, 2020.~~26, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

7868

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

7969

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 ~~5th~~3rd day of ~~November 2020.~~August 2021.


			/s/ Rajinder P. Singh
			Rajinder P. Singh
			Chairman, President and Chief Executive Officer


			/s/ Leslie N. Lunak
			Leslie N. Lunak
			Chief Financial Officer

8070


		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	4134

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	8169

ITEM 4.	Controls and Procedures	8169

PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	8170

ITEM 1A.	Risk Factors	8270

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8270

ITEM 6.	Exhibits	8371

SIGNATURES		8472



	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


	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


	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


	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


	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	%


	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	—	%


	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


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

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