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,
2017 December 31,
2016
ASSETS

Cash and due from banks:

Non-interest bearing $ 34,883
$ 40,260
Interest bearing 3,714
35,413
Interest bearing deposits at Federal Reserve Bank 254,004
372,640
Cash and cash equivalents 292,601
448,313
Investment securities available for sale, at fair value 6,893,472
6,073,584
Investment securities held to maturity 10,000
10,000
Non-marketable equity securities 270,239
284,272
Loans held for sale 31,507
41,198
Loans (including covered loans of $537,976 and $614,042) 20,610,430
19,395,394
Allowance for loan and lease losses (158,573 ) (152,953 )
Loans, net 20,451,857
19,242,441
FDIC indemnification asset 349,617
515,933
Bank owned life insurance 248,876
239,736
Equipment under operating lease, net 588,207
539,914
Deferred tax asset, net 23,910
62,940
Goodwill and other intangible assets 77,857
78,047
Other assets 316,688
343,773
Total assets $ 29,554,831
$ 27,880,151

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

Demand deposits:

Non-interest bearing $ 3,096,492
$ 2,960,591
Interest bearing 1,828,809
1,523,064
Savings and money market 9,964,242
9,251,593
Time 6,333,701
5,755,642
Total deposits 21,223,244
19,490,890
Federal Home Loan Bank advances 4,871,000
5,239,348
Notes and other borrowings 402,828
402,809
Other liabilities 434,270
328,675
Total liabilities 26,931,342
25,461,722

Commitments and contingencies

Stockholders' equity:

Common stock, par value $0.01 per share, 400,000,000 shares authorized; 106,821,902 and 104,166,945 shares issued and outstanding 1,068
1,042
Paid-in capital 1,492,790
1,426,459
Retained earnings 1,077,042
949,681
Accumulated other comprehensive income 52,589
41,247
Total stockholders' equity 2,623,489
2,418,429
Total liabilities and stockholders' equity $ 29,554,831
$ 27,880,151


	March 31, 2024		December 31, 2023
ASSETS
Cash and due from banks:
Non-interest bearing	$	13,773	$	14,945
Interest bearing	407,443		573,338
Cash and cash equivalents	421,216		588,283
Investment securities (including securities reported at fair value of $8,914,959 and $8,867,354)	8,924,959		8,877,354
Non-marketable equity securities	252,609		310,084

Loans	24,226,300		24,633,684
Allowance for credit losses	(217,556)		(202,689)
Loans, net	24,008,744		24,430,995
Bank owned life insurance	295,970		318,459
Operating lease equipment, net	329,025		371,909

Goodwill	77,637		77,637
Other assets	795,494		786,886
Total assets	$	35,105,654	$	35,761,607

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Demand deposits:
Non-interest bearing	$	7,239,604	$	6,835,236
Interest bearing	3,549,141		3,403,539
Savings and money market	11,122,916		11,135,708
Time	5,115,703		5,163,995
Total deposits	27,027,364		26,538,478

FHLB advances	3,905,000		5,115,000
Notes and other borrowings	708,978		708,973
Other liabilities	823,920		821,235
Total liabilities	32,465,262		33,183,686

Commitments and contingencies

Stockholders' equity:
Common stock, par value $0.01 per share, 400,000,000 shares authorized; 74,772,706 and 74,372,505 shares issued and outstanding	748		744
Paid-in capital	286,169		283,642
Retained earnings	2,677,403		2,650,956
Accumulated other comprehensive loss	(323,928)		(357,421)
Total stockholders' equity	2,640,392		2,577,921
Total liabilities and stockholders' equity	$	35,105,654	$	35,761,607

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 March 31,
	2024		2023
Interest income:
Loans	$	347,257	$	308,795
Investment securities	124,179		118,758
Other	10,038		12,863
Total interest income	481,474		440,416
Interest expense:
Deposits	209,998		133,630
Borrowings	56,619		78,912
Total interest expense	266,617		212,542
Net interest income before provision for credit losses	214,857		227,874
Provision for credit losses	15,285		19,788
Net interest income after provision for credit losses	199,572		208,086
Non-interest income:
Deposit service charges and fees	5,499		5,545

Gain (loss) on investment securities, net	775		(12,549)
Lease financing	11,440		13,109
Other non-interest income	9,163		10,430
Total non-interest income	26,877		16,535
Non-interest expense:
Employee compensation and benefits	75,920		71,051
Occupancy and equipment	10,569		10,802
Deposit insurance expense	13,530		7,907
Professional fees	2,510		2,918
Technology	20,315		21,726

Depreciation of operating lease equipment	9,213		11,521

Other non-interest expense	27,183		26,855
Total non-interest expense	159,240		152,780
Income before income taxes	67,209		71,841
Provision for income taxes	19,229		18,959
Net income	$	47,980	$	52,882
Earnings per common share, basic	$	0.64	$	0.71
Earnings per common share, diluted	$	0.64	$	0.70

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Interest income:

Loans $ 253,815
$ 227,233
$ 739,586
$ 662,439
Investment securities 51,851
39,712
141,624
109,963
Other 3,777
3,036
10,606
8,850
Total interest income 309,443
269,981
891,816
781,252
Interest expense:
Deposits 45,919
30,968
120,161
86,427
Borrowings 22,260
17,278
60,209
51,939
Total interest expense 68,179
48,246
180,370
138,366
Net interest income before provision for loan losses 241,264
221,735
711,446
642,886
Provision for (recovery of) loan losses (including $261, $(445), $2,693 and $(1,119) for covered loans) 37,854
24,408
63,573
42,449
Net interest income after provision for loan losses 203,410
197,327
647,873
600,437
Non-interest income:
Income from resolution of covered assets, net 6,400
8,883
22,066
26,426
Net gain (loss) on FDIC indemnification (4,838 ) 993
(14,174 ) (9,410 )
Service charges and fees 4,938
5,171
15,554
14,529
Gain (loss) on sale of loans, net (including $0, $(10,033), $(1,582) and $(14,895) related to covered loans) 2,447
(7,947 ) 6,601
(7,360 )
Gain on investment securities available for sale, net 26,931
3,008
29,194
10,065
Lease financing 13,287
11,188
40,067
32,762
Other non-interest income 4,161
3,779
12,055
10,118
Total non-interest income 53,326
25,075
111,363
77,130
Non-interest expense:
Employee compensation and benefits 58,327
55,162
178,386
166,374
Occupancy and equipment 18,829
18,867
56,689
57,199
Amortization of FDIC indemnification asset 45,225
38,957
135,351
116,711
Deposit insurance expense 5,764
4,943
16,827
12,866
Professional fees 2,748
3,884
12,573
10,119
Telecommunications and data processing 3,452
3,746
10,481
10,800
Depreciation of equipment under operating lease 8,905
6,855
25,655
20,004
Other non-interest expense 13,455
15,590
37,735
40,151
Total non-interest expense 156,705
148,004
473,697
434,224
Income before income taxes 100,031
74,398
285,539
243,343
Provision for income taxes 32,252
23,550
89,060
80,896
Net income $ 67,779
$ 50,848
$ 196,479
$ 162,447
Earnings per common share, basic (see Note 2) $ 0.62
$ 0.47
$ 1.79
$ 1.52
Earnings per common share, diluted (see Note 2) $ 0.62
$ 0.47
$ 1.79
$ 1.50
Cash dividends declared per common share $ 0.21
$ 0.21
$ 0.63
$ 0.63

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

(In thousands)


	Three Months Ended March 31,
	2024		2023
Net income	$	47,980	$	52,882
Other comprehensive income, net of tax:
Unrealized gains (losses) on investment securities available for sale:
Net unrealized holding gains arising during the period	26,936		74,936
Reclassification adjustment for net securities (gains) losses realized in income	21		(556)
Net change in unrealized gains (losses) on securities available for sale	26,957		74,380
Unrealized gains (losses) on derivative instruments:
Net unrealized holding gains (losses) arising during the period	21,204		(2,165)
Reclassification adjustment for net gains realized in income	(14,668)		(8,994)

Net change in unrealized gains (losses) on derivative instruments	6,536		(11,159)
Other comprehensive income	33,493		63,221
Comprehensive income	$	81,473	$	116,103

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

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016

Net income $ 67,779
$ 50,848
$ 196,479
$ 162,447
Other comprehensive income (loss), net of tax:

Unrealized gains on investment securities available for sale:

Net unrealized holding gain arising during the period 8,557
3,216
32,826
53,490
Reclassification adjustment for net securities gains realized in income (16,293 ) (1,820 ) (17,662 ) (6,090 )
Net change in unrealized gains on securities available for sale (7,736 ) 1,396
15,164
47,400
Unrealized losses on derivative instruments:

Net unrealized holding gain (loss) arising during the period (170 ) 5,055
(8,337 ) (34,948 )
Reclassification adjustment for net losses realized in income 1,210
2,264
4,515
7,896
Net change in unrealized losses on derivative instruments 1,040
7,319
(3,822 ) (27,052 )
Other comprehensive income (loss) (6,696 ) 8,715
11,342
20,348
Comprehensive income $ 61,083
$ 59,563
$ 207,821
$ 182,795

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

(In thousands)

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities:

Net income $ 196,479
$ 162,447
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and accretion, net (71,111 ) (90,360 )
Provision for loan losses 63,573
42,449
Income from resolution of covered assets, net (22,066 ) (26,426 )
Net loss on FDIC indemnification 14,174
9,410
(Gain) loss on sale of loans, net (6,601 ) 7,360
Increase in cash surrender value of bank owned life insurance (4,647 ) (2,973 )
Gain on investment securities available for sale, net (29,194 ) (10,065 )
Equity based compensation 14,337
13,418
Depreciation and amortization 45,204
38,971
Deferred income taxes 31,625
33,958
Proceeds from sale of loans held for sale 126,778
121,968
Loans originated for sale, net of repayments (109,588 ) (108,075 )
Other:
(Increase) decrease in other assets 15,743
(9,502 )
Increase (decrease) in other liabilities (33,546 ) 44,708
Net cash provided by operating activities 231,160
227,288

Cash flows from investing activities:

Purchase of investment securities available for sale (2,355,872 ) (2,224,174 )
Proceeds from repayments and calls of investment securities available for sale 861,618
457,610
Proceeds from sale of investment securities available for sale 827,353
753,756
Purchase of non-marketable equity securities (185,718 ) (178,813 )
Proceeds from redemption of non-marketable equity securities 199,751
115,388
Purchases of loans (949,294 ) (936,882 )
Loan originations, repayments and resolutions, net (192,075 ) (1,389,435 )
Proceeds from sale of loans, net 98,404
120,537
Decrease in FDIC indemnification asset for claims filed 16,768
30,829
Acquisition of equipment under operating lease, net (73,948 ) (52,399 )
Other investing activities (31,718 ) (19,577 )
Net cash used in investing activities (1,784,731 ) (3,323,160 )
(Continued)


	Three Months Ended March 31,
	2024		2023
Cash flows from operating activities:
Net income	$	47,980	$	52,882
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and accretion, net	(3,690)		(2,078)
Provision for credit losses	15,285		19,788



(Gain) loss on investment securities, net	(775)		12,549
Share based compensation	5,883		5,280
Depreciation and amortization	17,213		19,430
Deferred income taxes	(5,865)		9,391

Proceeds from sale of loans held for sale, net	37,431		103,679


Other:
Increase in other assets	(17,523)		(53,771)
Decrease in other liabilities	(29,443)		(25,782)
Net cash provided by operating activities	66,496		141,368

Cash flows from investing activities:

Purchases of investment securities	(309,549)		(74,185)
Proceeds from repayments and calls of investment securities	266,878		251,512
Proceeds from sale of investment securities	32,067		131,879
Purchases of non-marketable equity securities	(108,063)		(263,500)
Proceeds from redemption of non-marketable equity securities	165,538		172,975
Purchases of loans	(66,570)		(186,792)
Loan originations and repayments, net	440,699		73,367

Proceeds from surrender of BOLI	32,144		—


Disposition of operating lease equipment	46,418		2,073
Other investing activities	(12,072)		(11,105)
Net cash provided by investing activities	487,490		96,224

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

BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Continued)

(In thousands)


	Nine Months Ended September 30,						Three Months Ended March 31,
	2017			2016
Cash flows from financing activities:
Net increase in deposits	1,732,354			1,897,808
Additions to Federal Home Loan Bank advances	3,921,000			3,360,000
Repayments of Federal Home Loan Bank advances	(4,290,000		)	(2,150,000		)
Cash flows from financing activities:
Cash flows from financing activities:
Net increase (decrease) in deposits
Net increase (decrease) in deposits
Net increase (decrease) in deposits
Net decrease in federal funds purchased
Net decrease in federal funds purchased
Net decrease in federal funds purchased
Additions to FHLB borrowings
Additions to FHLB borrowings
Additions to FHLB borrowings
Repayments of FHLB borrowings
Repayments of FHLB borrowings
Repayments of FHLB borrowings

Dividends paid	(68,583		)	(67,342		)
Exercise of stock options	61,519			222

Dividends paid

Dividends paid

Repurchase of common stock

Repurchase of common stock

Repurchase of common stock
Other financing activities	41,569			49,638
Net cash provided by financing activities	1,397,859			3,090,326
Other financing activities
Other financing activities
Net cash provided by (used in) financing activities
Net cash provided by (used in) financing activities
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents	(155,712		)	(5,546		)
Cash and cash equivalents, beginning of period	448,313			267,500
Cash and cash equivalents, beginning of period
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Cash and cash equivalents, end of period
Cash and cash equivalents, end of period	$	292,601		$	261,954

Supplemental disclosure of cash flow information:

Supplemental disclosure of cash flow information:

Supplemental disclosure of cash flow information:
Interest paid	$	169,759		$	132,398
Income taxes paid, net	$	46,320		$	8,168
Interest paid
Interest paid
Income taxes paid
Income taxes paid
Income taxes paid

Supplemental schedule of non-cash investing and financing activities:
Transfers from loans to other real estate owned and other repossessed assets	$	6,738		$	11,679

Supplemental schedule of non-cash investing and financing activities:

Supplemental schedule of non-cash investing and financing activities:

Transfers from loans to loans held for sale

Transfers from loans to loans held for sale

Transfers from loans to loans held for sale

Dividends declared, not paid	$	23,045		$	22,482
Unsettled purchases of investment securities available for sale	$	107,500		$	—

Dividends declared, not paid

Dividends declared, not paid

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
Income

Total
Stockholders’
Equity
Balance at December 31, 2016 104,166,945
$ 1,042
$ 1,426,459
$ 949,681
$ 41,247
$ 2,418,429
Comprehensive income —
—
—
196,479
11,342
207,821
Dividends —
—
—
(69,118 ) —
(69,118 )
Equity based compensation 618,306
6
12,103
—
—
12,109
Forfeiture of unvested shares and shares surrendered for tax withholding obligations (267,457 ) (3 ) (7,268 ) —
—
(7,271 )
Exercise of stock options 2,304,108
23
61,496
—
—
61,519
Balance at September 30, 2017 106,821,902
$ 1,068
$ 1,492,790
$ 1,077,042
$ 52,589
$ 2,623,489

Balance at December 31, 2015 103,626,255
$ 1,036
$ 1,406,786
$ 813,894
$ 22,182
$ 2,243,898
Comprehensive income —
—
—
162,447
20,348
182,795
Dividends —
—
—
(67,444 ) —
(67,444 )
Equity based compensation 644,888
6
13,250
—
—
13,256
Forfeiture of unvested shares and shares surrendered for tax withholding obligations (139,718 ) (1 ) (483 ) —
—
(484 )
Exercise of stock options 10,000
—
222
—
—
222
Tax benefits from dividend equivalents and equity based compensation —
—
847
—
—
847
Balance at September 30, 2016 104,141,425
$ 1,041
$ 1,420,622
$ 908,897
$ 42,530
$ 2,373,090


	Common Shares Outstanding	Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
Balance at December 31, 2023	74,372,505	$	744	$	283,642	$	2,650,956	$	(357,421)	$	2,577,921
Comprehensive income	—	—		—		47,980		33,493		81,473
Dividends ($0.29 per common share)	—	—		—		(21,533)		—		(21,533)
Equity based compensation, net of shares forfeited and surrendered	400,201	4		2,527		—		—		2,531

Balance at March 31, 2024	74,772,706	$	748	$	286,169	$	2,677,403	$	(323,928)	$	2,640,392

Balance at December 31, 2022	75,674,587	$	757	$	321,729	$	2,551,400	$	(437,905)	$	2,435,981
Impact of adoption of ASU 2022-02	—	—		—		1,336		—		1,336
Balance at January 1, 2023	75,674,587	757		321,729		2,552,736		(437,905)		2,437,317
Comprehensive income	—	—		—		52,882		63,221		116,103
Dividends ($0.27 per common share)	—	—		—		(19,637)		—		(19,637)
Equity based compensation, net of shares forfeited and surrendered	383,023	3		2,630		—		—		2,633

Repurchase of common stock	(1,634,245)	(16)		(55,006)		—		—		(55,022)
Balance at March 31, 2023	74,423,365	$	744	$	269,353	$	2,585,981	$	(374,684)	$	2,481,394

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

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

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 90 banking centers ~~located~~ in 15 Florida, ~~counties and 6 banking centers located in~~ the New York metropolitan area ~~at September 30, 2017.~~and Dallas, Texas. The Bank also offers certain commercial lending and deposit products through national ~~platforms.~~

~~In connection with the FSB Acquisition, BankUnited entered into two loss sharing agreements with the FDIC. The Loss Sharing Agreements consist of the Single Family Shared-Loss Agreement~~platforms and the Commercial Shared-Loss Agreement. Assets covered by the Loss Sharing Agreements are referred to as covered assets or, in certain cases, covered loans. The Single Family Shared-Loss Agreement provides for FDIC loss sharing and the Bank’s reimbursement for recoveries to the FDIC through May 21, 2019 for single family residential loans and OREO. Loss sharing under the Commercial Shared-Loss Agreement terminated on May 21, 2014. The Commercial Shared-Loss Agreement continued to provide for the Bank’s reimbursement of recoveries to the FDIC through June 30, 2017 for all other covered assets, including commercial real estate, commercial and industrial and consumer loans, certain investment securities and commercial OREO. Pursuant to the terms of the Loss Sharing Agreements, the covered assets are subject to a stated loss threshold whereby the FDIC will reimburse BankUnited for 80% of losses related to the covered assets up to $4.0 billion and 95% of losses in excess of this amount, beginning with the first dollar of loss incurred.regional wholesale banking offices.

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, ~~they~~these financial statements 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, ~~2016~~2023, 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~~ months ended ~~September 30, 2017~~March 31, 2024, 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 Company has a single operating segment and thus a single reportable segment. While management monitors the ~~current period presentation.~~revenue streams of its various business units, the business units serve a similar base of primarily commercial clients, providing a similar range of products and services, managed through similar processes and platforms. The Company’s chief operating decision maker makes company-wide resource allocation decisions and assessments of performance based on a collective assessment of the Company’s operations.

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 ~~ALLL,~~Company's consolidated financial statements is the amount and timing of expected cash flows from covered assets and the FDIC indemnification asset, and the fair values of investment securities and other financial instruments. Management has used information provided by third party valuation specialists to assist in the determination of the fair values of investment securities.ACL.

New Accounting Pronouncements Adopted During the Three Months Ended March 31, 2024

ASU No. ~~2016-09,~~ ~~Compensation~~2023-02—Investments - ~~Stock Compensation~~Equity Method and Joint Ventures (Topic ~~718)~~323): ~~Improvements to Employee Share-Based Payment~~ Accounting~~. The amendments~~ for Investments in ~~this ASU simplified several aspects~~Tax Credit Structures using the Proportional Amortization Method (A Consensus of the Emerging Issues Task Force). This ASU was issued to expand the use of the proportional amortization method of accounting for ~~share-based payment transactions.~~equity investments in tax credit programs beyond those in LIHTC programs. The ASU allows entities to elect the proportional amortization method, on a tax-credit-program-by-tax-credit-program basis, for all equity investments in tax credit programs meeting the eligibility criteria established. The Company adopted this ASU in the first quarter of ~~2017. The amendment requiring~~2024. There was no impact upon adoption. Currently, all of the ~~recognition~~Company's equity investments in tax credit programs are in LIHTC programs already accounted for using the proportional amortization method.

Accounting Pronouncements Not Yet Adopted

ASU No. 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU augments reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of ~~excess tax benefits~~profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and deficiencies as income tax benefit or expense in the income statement as opposed to being recognized as additional paid-in-capital was applied prospectively and resulted in the recognition of $0.3 million and $3.2 million in excess tax benefits in the consolidated statement of income line item "Provision for income taxes"contain other disclosure requirements. This ASU is effective for the ~~three~~Company for fiscal years beginning after December 15, 2023, and ~~nine months ended September 30, 2017, increasing net income by the same amount in each period. The adoption had~~interim periods within fiscal years beginning after December 15, 2024. This ASU will have no impact on ~~basic and diluted earnings per share for~~ the three months ended September 30, 2017 and increased basic and diluted earnings per share by $0.02 and $0.03, respectively, for the nine months ended September 30, 2017. The Company retrospectively adopted the amendments requiring the classificationCompany's consolidated financial position, results of ~~excess tax benefits and deficiencies with other income tax cash flows as operating activities~~operations, and cash ~~paid when directly withholding shares as financing activities~~flows. Adoption may lead to additional and revised disclosures in the ~~accompanying consolidated~~Company's financial statements ~~of cash flows;~~starting with the impact was not material. The Company elected to continue its practice of estimating the number of awards expected to vest in determining the amount of compensation cost to be recognized related to share based payment transactions.2024 Annual Report on Form 10-K.

September 30, 2017
FICO
LTV 720 or less 721 - 740 741 - 760
761 or
greater
Total
60% or less $ 94,357
$ 111,279
$ 185,614
$ 819,422
$ 1,210,672
60% - 70% 93,963
102,461
140,350
586,158
922,932
70% - 80% 139,923
173,808
316,544
1,091,868
1,722,143
More than 80% 24,725
20,610
24,981
85,781
156,097
$ 352,968
$ 408,158
$ 667,489
$ 2,583,229
$ 4,011,844

December 31, 2016
FICO
LTV 720 or less 721 - 740 741 - 760
761 or
greater
Total
60% or less $ 87,035
$ 113,401
$ 163,668
$ 751,291
$ 1,115,395
60% - 70% 80,694
94,592
124,180
523,970
823,436
70% - 80% 110,509
148,211
276,425
907,450
1,442,595
More than 80% 22,115
9,058
15,470
42,280
88,923
$ 300,353
$ 365,262
$ 579,743
$ 2,224,991
$ 3,470,349

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

~~Commercial~~1-4 Single Family Residential credit exposure, excluding government insured residential loans, based on ~~internal risk rating:~~ delinquency status (in thousands):


	March 31, 2024
	Amortized Cost By Origination Year
	2024		2023		2022		2021		2020		Prior		Total
Current	$	45,089	$	363,306	$	1,093,852	$	2,923,477	$	839,473	$	1,495,593	$	6,760,790
30 - 59 Days Past Due	—		2,033		5,986		5,444		5,651		17,067		36,181
60 - 89 Days Past Due	—		—		1,058		—		—		221		1,279
90 Days or More Past Due	—		—		4,505		897		—		11,213		16,615
	$	45,089	$	365,339	$	1,105,401	$	2,929,818	$	845,124	$	1,524,094	$	6,814,865


	December 31, 2023
	Amortized Cost By Origination Year
	2023		2022		2021		2020		2019		Prior		Total
Current	$	363,123	$	1,117,039	$	2,965,840	$	854,376	$	296,146	$	1,255,688	$	6,852,212
30 - 59 Days Past Due	2,200		1,785		7,201		5,745		—		14,527		31,458
60 - 89 Days Past Due	—		2,116		1,465		—		143		2,728		6,452
90 Days or More Past Due	—		5,872		—		—		1,439		5,580		12,891
	$	365,323	$	1,126,812	$	2,974,506	$	860,121	$	297,728	$	1,278,523	$	6,903,013

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


	March 31, 2024
	Amortized Cost By Origination Year
LTV	2024		2023		2022		2021		2020		Prior		Total
Less than 61%	$	3,734	$	63,498	$	256,645	$	1,190,472	$	321,803	$	484,128	$	2,320,280
61% - 70%	8,295		67,262		276,274		804,309		216,282		351,977		1,724,399
71% - 80%	32,772		234,579		570,411		900,665		306,968		646,898		2,692,293
More than 80%	288		—		2,071		34,372		71		41,091		77,893
	$	45,089	$	365,339	$	1,105,401	$	2,929,818	$	845,124	$	1,524,094	$	6,814,865


	December 31, 2023
	Amortized Cost By Origination Year
LTV	2023		2022		2021		2020		2019		Prior		Total
Less than 61%	$	63,117	$	260,403	$	1,211,101	$	326,771	$	72,219	$	428,451	$	2,362,062
61% - 70%	67,146		280,602		813,682		221,091		71,652		293,784		1,747,957
71% - 80%	235,060		583,724		915,166		312,188		148,483		519,699		2,714,320
More than 80%	—		2,083		34,557		71		5,374		36,589		78,674
	$	365,323	$	1,126,812	$	2,974,506	$	860,121	$	297,728	$	1,278,523	$	6,903,013

September 30, 2017
Commercial and Industrial
Multi-Family Non-Owner Occupied Commercial Real Estate Construction
and Land Owner Occupied Commercial Real Estate Taxi Medallion Loans Other Commercial and Industrial Commercial Lending Subsidiaries Total
Pass $ 3,299,753
$ 4,069,749
$ 265,921
$ 1,890,785
$ —
$ 3,666,227
$ 2,313,152
$ 15,505,587
Special mention 32,255
12,824
—
31,495
—
38,389
35,936
150,899
Substandard 30,253
90,996
5,535
31,460
120,572
64,087
33,637
376,540
Doubtful —
—
—
3,009
—
2,807
—
5,816
$ 3,362,261
$ 4,173,569
$ 271,456
$ 1,956,749
$ 120,572
$ 3,771,510
$ 2,382,725
$ 16,038,842

December 31, 2016
Commercial and Industrial
Multi-Family Non-Owner Occupied Commercial Real Estate
Construction
and Land
Owner Occupied Commercial Real Estate Taxi Medallion Loans Other Commercial and Industrial Commercial Lending Subsidiaries Total
Pass $ 3,811,822
$ 3,694,931
$ 309,675
$ 1,672,199
$ 40,460
$ 3,112,590
$ 2,255,444
$ 14,897,121
Special mention 12,000
7,942
—
33,274
—
19,009
—
72,225
Substandard 5,852
28,935
1,238
30,377
138,035
68,704
31,572
304,713
Doubtful —
—
—
—
178
8,162
3,178
11,518
$ 3,829,674
$ 3,731,808

$ 310,913
$ 1,735,850

$ 178,673

$ 3,208,465
$ 2,290,194

$ 15,285,577

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

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

~~Aging of loans:~~


	March 31, 2024
	Amortized Cost By Origination Year
FICO	2024		2023		2022		2021		2020		Prior		Total
760 or greater	$	32,918	$	262,572	$	799,670	$	2,340,757	$	671,972	$	1,071,738	$	5,179,627
720 - 759	9,389		70,612		188,024		375,750		105,189		207,386		956,350
719 or less or not available	2,782		32,155		117,707		213,311		67,963		244,970		678,888
	$	45,089	$	365,339	$	1,105,401	$	2,929,818	$	845,124	$	1,524,094	$	6,814,865


	December 31, 2023
	Amortized Cost By Origination Year
FICO	2023		2022		2021		2020		2019		Prior		Total
760 or greater	$	253,774	$	810,150	$	2,378,572	$	696,363	$	203,966	$	893,290	$	5,236,115
720 - 759	78,882		194,135		392,179		99,412		50,984		210,663		1,026,255
719 or less or not available	32,667		122,527		203,755		64,346		42,778		174,570		640,643
	$	365,323	$	1,126,812	$	2,974,506	$	860,121	$	297,728	$	1,278,523	$	6,903,013

Past Due and Non-Accrual Loans:

The following table presents an aging of loans at the dates ~~indicated. Amounts include premiums, discounts and deferred fees and costs~~indicated (in thousands):


	March 31, 2024										December 31, 2023

	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
CRE	$	5,827,723	$	2,332	$	—	$	8,716	$	5,838,771	$	5,779,309	$	27,918	$	1,947	$	10,059	$	5,819,233
C&I	8,603,178		13,084		160		45,851		8,662,273		8,851,585		16,228		5,536		34,375		8,907,724
Pinnacle - municipal finance	864,796		—		—		—		864,796		884,690		—		—		—		884,690
Franchise and equipment finance	345,090		1,593		—		420		347,103		380,347		—		—		—		380,347
Mortgage warehouse lending	456,385		—		—		—		456,385		432,663		—		—		—		432,663
1-4 single family residential	6,760,790		36,181		1,279		16,615		6,814,865		6,852,212		31,458		6,452		12,891		6,903,013
Government insured residential	805,859		127,661		53,216		255,371		1,242,107		835,282		131,652		61,942		277,138		1,306,014
	$	23,663,821	$	180,851	$	54,655	$	326,973	$	24,226,300	$	24,016,088	$	207,256	$	75,877	$	334,463	$	24,633,684

September 30, 2017 December 31, 2016
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
Non-covered loans:

1-4 single family residential $ 3,994,758
$ 13,964
$ 444
$ 2,678
$ 4,011,844
$ 3,457,606
$ 10,355
$ 325
$ 2,063
$ 3,470,349
Home equity loans and lines of credit 1,623
21
—
—
1,644
1,120
—
—
—
1,120
Other consumer loans 19,623
500
—
1
20,124
24,306
—
—
—
24,306
Multi-family 3,362,261
—
—
—
3,362,261
3,829,674
—
—
—
3,829,674
Non-owner occupied commercial real estate 4,171,880
—
—
1,689
4,173,569
3,730,470
754
—
584
3,731,808
Construction and land 270,218
—
—
1,238
271,456
309,675
—
—
1,238
310,913
Owner occupied commercial real estate 1,947,728
1,261
266
7,494
1,956,749
1,726,826
1,557
797
6,670
1,735,850
Commercial and industrial
Taxi medallion loans 107,325
—
2,803
10,444
120,572
137,856
7,037
4,563
29,217
178,673
Other commercial and industrial 3,769,065
1,629
58
758
3,771,510
3,198,008
2,515
954
6,988
3,208,465
Commercial lending subsidiaries 2,382,725
—
—
—
2,382,725
2,284,435
12
3,247
2,500
2,290,194
$ 20,027,206
$ 17,375
$ 3,571
$ 24,302
$ 20,072,454
$ 18,699,976
$ 22,230
$ 9,886
$ 49,260
$ 18,781,352
Covered loans:
Non-ACI loans:

1-4 single family residential $ 23,002
$ 691
$ —
$ 934
$ 24,627
$ 29,406
$ 481
$ —
$ 918
$ 30,805
Home equity loans and lines of credit 33,263
1,114
663
2,369
37,409
43,129
1,255
534
2,077
46,995
$ 56,265
$ 1,805
$ 663
$ 3,303
$ 62,036
$ 72,535
$ 1,736
$ 534
$ 2,995
$ 77,800
ACI loans:
1-4 single family residential $ 436,051
$ 14,126
$ 2,549
$ 17,574
$ 470,300
$ 500,272
$ 13,524
$ 2,990
$ 15,562
$ 532,348
Home equity loans and lines of credit 4,876
89
40
635
5,640
3,460
148
23
263
3,894
$ 440,927
$ 14,215
$ 2,589
$ 18,209
$ 475,940
$ 503,732
$ 13,672
$ 3,013
$ 15,825
$ 536,242

~~1-4 single family residential~~Included in the table above is the guaranteed portion of SBA loans past due by 90 days or more totaling $37.8 million ($29.5 million of C&I and ~~home equity ACI loans that are~~$8.3 million of CRE) and $39.7 million at March 31, 2024 and December 31, 2023, respectively.

Loans contractually delinquent by ~~more than~~ 90 days or more and ~~accounted for in pools that are on accrual status because discount continues to be accreted~~still accruing totaled ~~$18~~$256 million and ~~$16~~$278 million at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016, respectively.~~

~~Foreclosure of residential real estate~~

The carrying amount of foreclosed residential real estate properties included in "Other assets" in the accompanying consolidated balance sheets, all of which were covered, totaled $4 million and $5 million at September 30, 2017 and December 31, 2016, respectively. The recorded investment in residential mortgage loans in the process of foreclosure totaled $13 million and $8 million at September 30, 2017 and December 31, 2016,2023, respectively, substantially all of which were ~~covered~~government insured residential loans.

These loans are government insured pool buyout loans, which the Company buys out of GNMA securitizations upon default.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

~~Troubled debt restructurings~~

The following table ~~summarizes~~presents information about loans ~~that were modified in TDRs during~~on non-accrual status at the ~~periods~~dates indicated ~~as well as loans modified during the twelve months preceding September 30, 2017 and 2016, that experienced payment defaults during the periods indicated (dollars in~~(in thousands):


	March 31, 2024				December 31, 2023

	Amortized Cost		Amortized Cost With No Related Allowance		Amortized Cost		Amortized Cost With No Related Allowance
CRE	$	12,258	$	1,891	$	13,727	$	1,947
C&I	62,445		9,303		68,533		14,078

Franchise and equipment finance	22,630		7,305		23,678		7,796
1-4 single family residential	17,847		—		20,513		—
	$	115,180	$	18,499	$	126,451	$	23,821

Three Months Ended September 30,
2017 2016
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 Recorded
Investment Number of
TDRs Recorded
Investment Number of
TDRs Recorded
Investment Number of
TDRs Recorded
Investment
Non-covered loans:

1-4 single family residential —
$ —
2
$ 269
—
$ —
—
$ —
Owner occupied commercial real estate —
—
—
—
1
491
—
—
Commercial and industrial
Taxi medallion loans 15
5,439
6
2,105
18
29,854
8
4,104
Other commercial and industrial 1
978
—
—
2
1,646
—

Commercial lending subsidiaries —
—
—
—
5
4,433
1
3,500
16
$ 6,417
8
$ 2,374
26
$ 36,424
9
$ 7,604
Covered loans:
Non-ACI loans:

Home equity loans and lines of credit —
$ —
1
$ 70
10
$ 1,671
—
$ —
ACI loans:
Owner occupied commercial real estate —
$ —
—
$ —
1
$ 839
—
$ —
Included in the table above is the guaranteed portion of non-accrual SBA loans totaling $40.0 million and $41.8 million at March 31, 2024 and December 31, 2023, respectively. The amount of interest income recognized on non-accrual loans was insignificant for the three months ended March 31, 2024 and 2023. 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 $2.5 million and $1.9 million for the three months ended March 31, 2024 and 2023, respectively.

Collateral dependent loans:

Nine Months Ended September 30,
2017 2016
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 Recorded
Investment Number of
TDRs Recorded
Investment Number of
TDRs Recorded
Investment Number of
TDRs Recorded
Investment
Non-covered loans:

1-4 single family residential 4
$ 351
2
$ 269
1
$ 107
—
$ —
Non-owner occupied commercial real estate 1
5,389
—
—
—
—
—
—
Owner occupied commercial real estate 2
4,522
—
—
3
5,225
—
—
Commercial and industrial

Taxi medallion loans 97
48,692
8
3,509
58
57,341
8
4,104
Other commercial and industrial 14
20,860
—
—
7
21,422
1
3,500
Commercial lending subsidiaries 1
12,810
—
—
6
7,933
—
—
119
$ 92,624
10
$ 3,778
75
$ 92,028
9
$ 7,604
Covered loans:
Non-ACI loans:

Home equity loans and lines of credit 5
$ 939
1
$ 70
16
$ 2,293
—
$ —
ACI loans:
Owner occupied commercial real estate —
$ —
—
$ —
1
$ 839
—
$ —
The following table presents the amortized cost basis of collateral dependent loans at the dates indicated (in thousands):

~~Modifications~~


	March 31, 2024				December 31, 2023
	Amortized Cost		Extent to Which Secured by Collateral		Amortized Cost		Extent to Which Secured by Collateral

CRE	$	10,995	$	10,995	$	11,574	$	11,574
C&I	45,379		34,711		36,401		25,821

Franchise and equipment finance	22,210		18,330		23,488		18,678


	$	78,584	$	64,036	$	71,463	$	56,073

Collateral for the CRE loan class generally consists of commercial real estate, or for certain construction loans, residential real estate. Collateral for C&I loans generally consists of equipment, accounts receivable, inventory and other business assets and for owner-occupied commercial real estate loans, may also include commercial real estate. Franchise and equipment finance loans may be collateralized by franchise value or by equipment. Residential loans are collateralized by residential real estate. There were no significant changes to the extent to which collateral secured collateral dependent loans during the three ~~and nine~~ months ended ~~September 30, 2017 and 2016 included interest rate reductions, restructuring~~March 31, 2024.

Foreclosure of ~~the amount and timing of required periodic payments, extensions of maturity and covenant waivers. Included~~residential real estate

The recorded investment in ~~TDRs are~~ residential loans ~~to borrowers who have not reaffirmed their debt discharged~~ in ~~Chapter 7 bankruptcy.~~the process of foreclosure was $238 million, of which $225 million was government insured at March 31, 2024, and $262 million, of which $250 million was government insured at December 31, 2023. The ~~total~~carrying amount of ~~such loans is not material. Modified ACI loans accounted for~~foreclosed residential real estate included in ~~pools are not considered TDRs, are not separated from~~other assets in the ~~pools~~accompanying consolidated balance sheet was insignificant at March 31, 2024 and ~~are not classified as impaired loans.~~

December 31, 2023.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

Loan Modifications

~~Note 5 FDIC Indemnification Asset~~

When the Company recognizes gains or losses related to covered assets in its consolidated financial statements, changes in the estimated amount recoverable from the FDIC under the Loss Sharing Agreements with respect to those gains or losses are also reflected in the consolidated financial statements. CoveredThe following tables summarize loans may be resolved through prepayment, short sale of the underlying collateral, foreclosure, sale of the loans or charge-off. For loans resolved through prepayment, short sale or foreclosure, the difference between consideration received in satisfaction of the loans and the carrying value of the loans is recognized in the consolidated statement of income line item “Income from resolution of covered assets, net.” Losses from the resolution of covered loans increase the amount recoverable from the FDIC under the Loss Sharing Agreements. Gains from the resolution of covered loans reduce the amount recoverable from the FDIC under the Loss Sharing Agreements. Similarly, differences in proceeds received on the sale of covered OREO and covered loans and their carrying amounts result in gains or losses and reduce or increase the amount recoverable from the FDIC under the Loss Sharing Agreements. Increases in valuation allowances or impairment charges related to covered assets also increase the amount estimated to be recoverable from the FDIC. These additions to or reductions in amounts recoverable from the FDIC related to transactions in the covered assets are recorded in the consolidated statement of income line item “Net gain (loss) on FDIC indemnification” and reflected as corresponding increases or decreases in the FDIC indemnification asset.

~~In addition, through June 30, 2017, recoveries of previously indemnified losses on assets~~ that were ~~formerly covered under~~modified for borrowers experiencing financial difficulty, by type of modification, during the ~~Commercial Shared-Loss Agreement resulted~~periods indicated (dollars in ~~reimbursements due to the FDIC. These transactions are included~~thousands):


	Three Months Ended March 31, 2024
	Interest Rate Reduction				Term Extension				Combination - Interest Rate Reduction and Term Extension
	Total		% (1)		Total		% (1)			Total		% (1)		Total
CRE	$	—	—	%	$	8,486	—	%		$	—	—	%	$	8,486
C&I	—		—	%	1,743		—	%		29		—	%	1,772


Government insured residential	—		—	%	14,422		1	%		2,623		—	%	17,045
	$	—			$	24,651				$	2,652			$	27,303


	Three Months Ended March 31, 2023
	Interest Rate Reduction				Term Extension				Combination - Interest Rate Reduction and Term Extension
	Total		% (1)		Total		% (1)			Total		% (1)		Total

C&I	$	—	—	%	$	4,918	—	%		$	—	—	%	$	4,918

1-4 single family residential	766		—	%	—		—	%		—		—	%	766
Government insured residential	109		—	%	36,920		2	%		2,312		—	%	39,341
	$	875			$	41,838				$	2,312			$	45,025

(1)Represents percentage of loans receivable in ~~the tables below. Amounts payable to the FDIC resulting from these transactions are recognized in other liabilities in the accompanying consolidated balance sheet at December 31, 2016.~~each category.

The following tables summarize the ~~components~~financial effect of the ~~gains and losses associated with covered assets, along with the related additions~~modifications made to ~~or reductions in the amounts recoverable from the FDIC under the Loss Sharing Agreements, as reflected in the consolidated statements of income for~~borrowers experiencing difficulty, during the periods ~~indicated (in thousands):~~indicated:

Three Months Ended March 31, 2024

Financial Effect

Term Extension:

CRE

Added a weighted average 0.2 years to the term of the modified loans.

C&I

Added a weighted average 0.3 years to the term of the modified loans.

Government insured residential

Added a weighted average 11.2 years to the term of the modified loans.

Combination - Interest Rate Reduction and Term Extension:

C&I

Reduced weighted average contractual interest rate from 21.2% to 5.0% and added a weighted average 2.2 years to the term of the modified loans.

Government insured residential

Reduced weighted average contractual interest rate from 6.8% to 6.4% and added a weighted average 3.7 years to the term of the modified loans.

Three Months Ended September 30,
2017 2016
Transaction
Income (Loss) Net Loss on FDIC
Indemnification Net Impact
on Pre-tax
Earnings Transaction
Income (Loss) Net Gain on FDIC
Indemnification Net Impact
on Pre-tax
Earnings
Recovery of (provision for) losses on covered loans $ (261 ) $ 215
$ (46 ) $ 445
$ (368 ) $ 77
Income from resolution of covered assets, net 6,400
(5,082 ) 1,318
8,883
(7,106 ) 1,777
Loss on sale of covered loans —
—
—
(10,033 ) 8,026
(2,007 )
Loss on covered OREO (35 ) 29
(6 ) (552 ) 441
(111 )
$ 6,104
$ (4,838 ) $ 1,266
$ (1,257 ) $ 993
$ (264 )

Nine Months Ended September 30,
2017 2016
Transaction
Income (Loss) Net Loss on FDIC
Indemnification Net Impact
on Pre-tax
Earnings Transaction
Income (Loss) Net Loss on FDIC
Indemnification Net Impact
on Pre-tax
Earnings
Recovery of (provision for) losses on covered loans $ (2,693 ) $ 2,095
$ (598 ) $ 1,119
$ (1,007 ) $ 112
Income from resolution of covered assets, net 22,066
(17,591 ) 4,475
26,426
(21,140 ) 5,286
Loss on sale of covered loans (1,582 ) 1,266
(316 ) (14,895 ) 11,958
(2,937 )
Loss on covered OREO (65 ) 56
(9 ) (957 ) 779
(178 )
$ 17,726
$ (14,174 ) $ 3,552
$ 11,693
$ (9,410 ) $ 2,283

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

Changes in the FDIC indemnification asset and in the liability to the FDIC for recoveries related to assets previously covered under the Commercial Shared-Loss Agreement for the nine months ended September 30, 2017 and the year ended December 31, 2016, were as follows (in thousands):

Balance at December 31, 2015 $ 739,843
Amortization (160,091 )
Reduction for claims filed (46,083 )
Net loss on FDIC indemnification (17,759 )
Balance at December 31, 2016 515,910
Amortization (135,351 )
Reduction for claims filed (16,768 )
Net loss on FDIC indemnification (14,174 )
Balance at September 30, 2017 $ 349,617


						Three Months Ended March 31, 2023
						Financial Effect
Interest Rate Reduction:
1-4 single family residential						Reduced weighted average contractual interest rate from 3.8% to 3.1%.
Government insured residential						Reduced weighted average contractual interest rate from 4.8% to 3.8%.




Term Extension:


C&I						Added a weighted average 0.7 years to the term of the modified loans.

Government insured residential						Added a weighted average 9.6 years to the term of the modified loans.
Combination - Interest Rate Reduction and Term Extension:

Government insured residential						Reduced weighted average contractual interest rate from 5.8% to 4.9% and added a weighted average 6.9 years to the term of the modified loans.

The ~~balances~~following tables present the aging at ~~September 30, 2017~~March 31, 2024, of loans that were modified within the previous 12 months, and ~~December~~at March 31, ~~2016 are reflected in~~2023, of loans that were modified since January 1, 2023, the ~~consolidated balance sheets as follows~~date of adoption of ASU 2022-02 (in thousands):


	March 31, 2024
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total


CRE	$	8,486	$	—	$	—	$	—	$	8,486
C&I	3,953		—		—		—		3,953
Franchise and equipment finance	10,425		—		—		—		10,425
1-4 single family residential	74		—		—		—		74
Government insured residential	17,123		9,001		4,439		20,974		51,537
	$	40,061	$	9,001	$	4,439	$	20,974	$	74,475


	March 31, 2023
	Current		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total



C&I	$	4,918	$	—	$	—	$	—	$	4,918

1-4 single family residential	766		—		—		—		766
Government insured residential	22,346		11,083		4,683		1,229		39,341
	$	28,030	$	11,083	$	4,683	$	1,229	$	45,025

The following tables summarize loans that were modified within the previous 12 months and defaulted during the periods indicated (in thousands):


	Three Months Ended March 31, 2024
	Interest Rate Reduction		Term Extension		Combination - Interest Rate Reduction and Term Extension		Total

Government insured residential	$	—	$	10,262	$	—	$	10,262


	Three Months Ended March 31, 2023
	Interest Rate Reduction		Term Extension		Combination - Interest Rate Reduction and Term Extension		Total

Government insured residential	$	109	$	5,070	$	733	$	5,912

September 30, 2017 December 31, 2016
FDIC indemnification asset $ 349,617
$ 515,933
Other liabilities —
(23 )
$ 349,617
$ 515,910

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

March 31, 2024

Note 65 Income Taxes

The Company’s effective income tax rate was ~~32.2%~~28.6% and ~~31.7%~~26.4% for the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016, respectively, and 31.2% and 33.2% for the nine months ended September 30, 2017 and 2016,~~2023, respectively. The effective income tax ~~rate~~rates differed from the statutory federal income tax rate of ~~35% in all periods~~21% for the three months ended March 31, 2024 and 2023 primarily due ~~primarily~~ to the ~~effect~~impact of state income taxes, partially offset by the benefit of income not subject to ~~tax, offset by state income taxes. In addition, the~~federal tax. The effective income tax rate for the three ~~and nine~~ months ended ~~September 30, 2017 reflected~~March 31, 2024, also included the impact of ~~$0.3 million and $3.2 million, respectively, in excess tax benefits resulting from activity~~a discrete item related to ~~vesting of share-based awards and exercise of stock options.~~equity based compensation.

Note 6 Derivative Financial Instruments

Derivatives designated as hedging instruments

The Company has investments in affordable housing limited partnerships which generate federal Low Income Housing Tax Credits and other tax benefits. The balance of these investments, included in other assets in the accompanying consolidated balance sheet, was $66 million and $71 million at September 30, 2017 and December 31, 2016, respectively. Unfunded commitments for affordable housing investments, included in other liabilities in the accompanying consolidated balance sheet, were $29 million and $53 million at September 30, 2017 and December 31, 2016, respectively. The maximum exposure to loss as a result of the Company's involvement with these limited partnerships at September 30, 2017 was approximately $73 million. While the Company believes the likelihood of potential losses from these investments is remote, the maximum exposure was determined by assuming a scenario where the projects completely fail and do not meet certain government compliance requirements resulting in recapture of the related tax credits. These investments did not have a material impact on income tax expense for the three and nine months ended September 30, 2017 and 2016.

~~Note 7 Derivatives and Hedging Activities~~

~~The Company uses~~entered into interest rate swaps to manage interest rate risk related to liabilities that expose the Company to variability in cash flows due to changes in interest rates. The Company enters into LIBOR-based interest rate swaps that arederivatives designated as (i) cash flow hedges with the objective of limiting the variability of interest payment cash flows ~~resulting from~~and (ii) fair value hedges designed to hedge changes in the fair value of outstanding fixed rate instruments caused by fluctuations in the benchmark interest ~~rate LIBOR.~~rate. 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 ~~interest rate swaps~~derivative instruments designated as fair value hedges are recognized in earnings, as is the offsetting gain or loss on the hedged item.

The following table summarizes the Company's derivatives designated as hedging instruments as of the dates indicated (in thousands):


	March 31, 2024						December 31, 2023

	Notional Amount		Fair Value(1)				Notional Amount		Fair Value(1)
			Asset		Liability				Asset		Liability
Derivatives designated as cash flow hedges:
Interest rate swaps	$	2,855,000	$	—	$	(3,051)	$	3,215,000	$	—	$	(1,048)
Interest rate caps purchased	200,000		9,647		—		200,000		10,157		—
Interest rate collar	125,000		—		(139)		125,000		84		—
Derivatives designated as fair value hedges:
Interest rate swaps	100,000		—		—		100,000		—		—
	$	3,280,000	$	9,647	$	(3,190)	$	3,640,000	$	10,241	$	(1,048)

(1)The fair values of derivatives are included in other assets or other liabilities in the consolidated balance sheets.

Derivatives designated as cash flow ~~hedging instruments are~~hedges

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


	Three Months Ended March 31,
		2024		2023
Location of gain (loss) reclassified from AOCI into income:
Interest expense on borrowings		$	15,712	$	7,497
Interest expense on deposits		4,926		5,049
Interest income on loans		(816)		(392)
		$	19,822	$	12,154

During the three months ended March 31, 2024 and 2023, no derivative positions designated as cash flow hedges were discontinued and none of the gains and losses reported in AOCI ~~and subsequently~~were reclassified into ~~interest expense in~~earnings as a result of the ~~same period in which~~discontinuance of cash flow hedges or because of the ~~related interest~~early extinguishment of debt.

As of March 31, 2024, the amount of net gain expected to be reclassified from AOCI into earnings during the next twelve months was $39.4 million, based on the ~~floating-rate debt obligations affects~~forward curve. See Note 7 to the consolidated financial statements for additional information about the reclassification adjustments from AOCI into earnings.

3024

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

Derivatives designated as fair value hedges

The amount of gain (loss) related to derivatives designated as fair value hedges recognized in earnings was insignificant for all applicable periods. The following table provides information about the hedged items related to derivatives designated as fair value hedges at the date indicated (in thousands):


	March 31, 2024		December 31, 2023		Location in Consolidated Balance Sheets
Contractual balance outstanding of hedged item (1)	$	100,000	$	100,000	Loans
Cumulative fair value hedging adjustments	$	(1,022)	$	(1,656)	Loans

(1)This amount is included in the amortized cost basis of a closed portfolio of loans used to designate hedging relationships in a portfolio layer method hedge in which the hedged item is anticipated to be outstanding for the designated hedge period. The amortized cost basis of the closed portfolio used in this hedging relationship was $976 million and $992 million, respectively, at March 31, 2024 and December 31, 2023.

Derivatives not designated as hedging instruments

The Company ~~also~~ enters into interest rate derivative contracts with certain of its commercial borrowers to enable those borrowers to manage their exposure to interest rate fluctuations. To mitigate interest rate risk associated with these derivative contracts, the Company enters into offsetting derivative contract positions with primary dealers. The Company also purchases and sells credit protection under RPAs with the objective of sharing with financial institution counterparties some of the credit exposure related to interest rate derivative contracts entered into with commercial borrowers related to participations purchased or sold. The Company will make or receive payments under these agreements if a customer defaults on an obligation to perform under certain interest rate derivative contracts. These interest rate derivative contracts are not designated as hedging instruments; therefore, changes in the fair value of these derivatives are recognized immediately in earnings. The impact on earnings related to changes in fair value of these derivatives was not material for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016 was not material.~~2023.

The Company may be exposed to credit risk in the event of non-performance by the counterparties to its interest rate derivative agreements. The Company assesses the credit risk of its financial institution counterparties by monitoring publicly available credit rating and financial information. The Company manages dealer credit risk by entering into interest rate derivatives only with primary and highly rated counterparties, the use of 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 amended its rules effective January 2017 to legally characterize 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 zero at September 30, 2017.

The following ~~tables set forth certain information concerning~~table summarizes the ~~Company’s interest rate contract derivative financial~~Company's derivatives not designated as hedging instruments ~~and related hedged items at~~as of the dates indicated ~~(dollars~~(in thousands):


	March 31, 2024						December 31, 2023

	Notional Amount		Fair Value(1)				Notional Amount		Fair Value(1)
			Asset		Liability				Asset		Liability

Pay-fixed interest rate swaps	$	2,227,542	$	93,495	$	(6,958)	$	2,166,813	$	76,793	$	(16,702)
Pay-variable interest rate swaps	2,227,542		6,958		(93,495)		2,166,813		16,702		(77,257)
Interest rate caps purchased	65,610		2,110		—		65,610		1,922		—
Interest rate caps sold	65,610		—		(2,110)		65,610		—		(1,922)
RPAs purchased	78,838		24		—		77,846		20		—
RPAs sold	335,868		—		(292)		284,910		—		(237)
	$	5,001,010	$	102,587	$	(102,855)	$	4,827,602	$	95,437	$	(96,118)

(1)Fair values of these derivatives are included in ~~thousands):~~other assets and other liabilities in the consolidated balance sheets.

September 30, 2017

Weighted
Average Pay Rate

Weighted
Average Receive Rate

Weighted
Average
Remaining
Life in Years

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

Pay-fixed interest rate swaps Variability of interest cash flows on variable rate borrowings 1.77% 3-Month Libor 4.6 $ 2,046,000
Other assets / Other liabilities $ 1,066
$ (259 )
Derivatives not designated as hedges:
Pay-fixed interest rate swaps 3.86% Indexed to 1-month Libor 6.4 1,000,763
Other assets / Other liabilities 7,605
(18,311 )
Pay-variable interest rate swaps Indexed to 1-month Libor 3.86% 6.4 1,000,763
Other assets / Other liabilities 19,648
(8,491 )
Interest rate caps purchased, indexed to 1-month Libor 2.80% 1.6 145,957
Other assets 15
—
Interest rate caps sold, indexed to 1-month Libor 2.80% 1.6 145,957
Other liabilities —
(15 )
$ 4,339,440
$ 28,334
$ (27,076 )

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

December 31, 2016

Weighted
Average Pay Rate

Weighted
Average Receive Rate

Weighted
Average
Remaining
Life in Years

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

Pay-fixed interest rate swaps Variability of interest cash flows on variable rate borrowings 1.58% 3-Month Libor 3.3 $ 1,715,000
Other assets / Other liabilities $ 19,648
$ (3,112 )
Pay-fixed forward-starting interest rate swaps Variability of interest cash flows on variable rate borrowings 3.43% 3-Month Libor 10.5 300,000
Other liabilities —
(27,866 )
Derivatives not designated as hedges:

Pay-fixed interest rate swaps 3.77% Indexed to 1-month Libor 6.8 912,000
Other assets / Other liabilities 9,949
(20,383 )
Pay-variable interest rate swaps Indexed to 1-month Libor 3.77% 6.8 912,000
Other assets / Other liabilities 20,383
(9,949 )
Interest rate caps purchased, indexed to 1-month Libor
2.96% 2.3 189,057
Other assets 252
—
Interest rate caps sold, indexed to 1-month Libor 2.96% 2.3 189,057
Other liabilities —
(252 )
$ 4,217,114
$ 50,232
$ (61,562 )

~~The following table provides information about the amount of loss reclassified from AOCI into interest expense for the periods indicated (dollars in thousands):~~

Amount of Loss Reclassified from AOCI on Derivatives
Three Months Ended September 30, Nine Months Ended September 30,
Derivatives in Cash Flow Hedging Relationships 2017 2016 2017 2016 Location of Loss Reclassified from AOCI into Income
Interest rate contracts $ (2,001 ) $ (3,741 ) $ (7,463 ) $ (13,050 ) Interest expense on borrowings

During the nine months ended September 30, 2017 and 2016, 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 30, 2017, the amount of loss expected to be reclassified from AOCI into earnings during the next twelve months was $6.2 million.

Some of the Company’s ISDA master agreements with financial institution counterparties contain provisions that permit either counterparty to terminate the agreements and require settlement in the event that regulatory capital ratios fall below certain designated thresholds, upon the initiation of other defined regulatory actions or upon suspension or withdrawal of the Bank’s credit rating. Currently, there are no circumstances that would trigger these provisions of the agreements.

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2017~~

Master netting agreements

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


	March 31, 2024

			Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet		Gross Amounts Not Offset in Balance Sheet
	Gross Amounts Recognized						Derivative Instruments		Collateral Pledged		Net Amount
Derivative assets	$	105,252	$	—	$	105,252	$	(10,148)	$	(94,946)	$	158
Derivative liabilities	(10,148)		—		(10,148)		10,148		—		—
	$	95,104	$	—	$	95,104	$	—	$	(94,946)	$	158

September 30, 2017

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

Gross Amounts
Recognized

Derivative
Instruments

Collateral
Pledged

Net Amount

Derivative assets $ 8,686
$ —
$ 8,686
$ (6,814 ) $ (1,539 ) $ 333
Derivative liabilities (18,570 ) —
(18,570 ) 6,814
11,756
—
$ (9,884 ) $ —
$ (9,884 ) $ —
$ 10,217
$ 333


																				December 31, 2023

	December 31, 2016
				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 Offset in Balance Sheet		Net Amounts Presented in Balance Sheet	Gross Amounts Not Offset in Balance Sheet
																						Gross Amounts Recognized			Derivative Instruments	Collateral Pledged	Net Amount
Derivative assets	$	29,849		$	—			$	29,849		$	(27,485	)		$	—		$	2,364
Derivative liabilities	(51,362		)	—			(51,362		)	27,485				23,796			(81		)
	$	(21,513	)	$	—		$	(21,513	)	$	—			$	23,796		$	2,283
	$

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 ~~entered into with borrowers~~ not subject to master netting agreements.

At September 30, 2017, the Company had pledged investment securities available for sale with a carrying amount of $40 million and cash on deposit of $2 million as collateral for interest rate swaps in a liability position. $2 million of financial collateral was pledged by counterparties to the Company for interest rate swaps in an asset position. 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.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

Note 87 Stockholders’ Equity

Accumulated Other Comprehensive Income

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

Three Months Ended September 30,
2017 2016
Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
Unrealized gains on investment securities available for sale:

Net unrealized holding gain arising during the period $ 14,144
$ (5,587 ) $ 8,557
$ 5,316
$ (2,100 ) $ 3,216
Amounts reclassified to gain on investment securities available for sale, net (26,931 ) 10,638
(16,293 ) (3,008 ) 1,188
(1,820 )
Net change in unrealized gains on investment securities available for sale (12,787 ) 5,051
(7,736 ) 2,308
(912 ) 1,396
Unrealized losses on derivative instruments:
Net unrealized holding gain (loss) arising during the period (281 ) 111
(170 ) 8,356
(3,301 ) 5,055
Amounts reclassified to interest expense on borrowings 2,001
(791 ) 1,210
3,741
(1,477 ) 2,264
Net change in unrealized losses on derivative instruments 1,720
(680 ) 1,040
12,097
(4,778 ) 7,319
Other comprehensive income (loss) $ (11,067 ) $ 4,371
$ (6,696 ) $ 14,405
$ (5,690 ) $ 8,715

Nine Months Ended September 30,
2017 2016
Before Tax Tax Effect Net of Tax Before Tax Tax Effect Net of Tax
Unrealized gains on investment securities available for sale:

Net unrealized holding gain arising during the period $ 54,258
$ (21,432 ) $ 32,826
$ 88,413
$ (34,923 ) $ 53,490
Amounts reclassified to gain on investment securities available for sale, net (29,194 ) 11,532
(17,662 ) (10,065 ) 3,975
(6,090 )
Net change in unrealized gains on investment securities available for sale 25,064
(9,900 ) 15,164
78,348
(30,948 ) 47,400
Unrealized losses on derivative instruments:
Net unrealized holding loss arising during the period (13,780 ) 5,443
(8,337 ) (57,765 ) 22,817
(34,948 )
Amounts reclassified to interest expense on borrowings 7,463
(2,948 ) 4,515
13,050
(5,154 ) 7,896
Net change in unrealized losses on derivative instruments (6,317 ) 2,495
(3,822 ) (44,715 ) 17,663
(27,052 )
Other comprehensive income $ 18,747
$ (7,405 ) $ 11,342
$ 33,633
$ (13,285 ) $ 20,348

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2017~~


	Three Months Ended March 31,
	2024						2023
	Before Tax		Tax Effect		Net of Tax		Before Tax		Tax Effect		Net of Tax
Unrealized gains (losses) on investment securities available for sale:
Net unrealized holding gains arising during the period	$	36,400	$	(9,464)	$	26,936	$	101,265	$	(26,329)	$	74,936
Amounts reclassified to (gain) loss on investment securities available for sale, net	28		(7)		21		(752)		196		(556)
Net change in unrealized gains (losses) on investment securities available for sale	36,428		(9,471)		26,957		100,513		(26,133)		74,380
Unrealized gains (losses) on derivative instruments:
Net unrealized holding gains (losses) arising during the period	28,654		(7,450)		21,204		(2,926)		761		(2,165)
Amounts reclassified to interest expense on deposits	(4,926)		1,281		(3,645)		(5,049)		1,313		(3,736)
Amounts reclassified to interest expense on borrowings	(15,712)		4,085		(11,627)		(7,497)		1,949		(5,548)
Amounts reclassified to interest income on loans	816		(212)		604		392		(102)		290

Net change in unrealized gains (losses) on derivative instruments	8,832		(2,296)		6,536		(15,080)		3,921		(11,159)
Other comprehensive income	$	45,260	$	(11,767)	$	33,493	$	85,433	$	(22,212)	$	63,221

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

Unrealized Gains on
Investment Securities
Available for Sale

Unrealized Losses
on Derivative
Instruments
Total
Balance at December 31, 2016 $ 47,057
$ (5,810 ) $ 41,247
Other comprehensive income 15,164
(3,822 ) 11,342
Balance at September 30, 2017 $ 62,221
$ (9,632 ) $ 52,589

Balance at December 31, 2015 $ 41,535
$ (19,353 ) $ 22,182
Other comprehensive income 47,400
(27,052 ) 20,348
Balance at September 30, 2016 $ 88,935
$ (46,405 ) $ 42,530

~~Note 9 Equity Based and Other Compensation Plans~~

~~Share Awards~~

~~Unvested share awards~~

During the nine months ended September 30, 2017, the Company granted 618,306 unvested share awards under the 2014 Plan. All of the shares vest in equal annual installments over a period of three years from the date of grant. The shares granted were valued at the closing price of the Company’s common stock on the date of grant, ranging from $33.21 to $40.84, and had an aggregate fair value of $24.9 million. The total unrecognized compensation cost of $26.7 million for all unvested share awards outstanding at September 30, 2017 will be recognized over a weighted average remaining period of 1.98 years.

During the nine months ended September 30, 2016, the Company granted 644,888 unvested share awards under the 2014 Plan. All of the shares vest in equal annual installments over a period of three years from the date of grant. The shares granted were valued at the closing price of the Company’s common stock on the date of grant, ranging from $29.78 to $33.76, and had an aggregate fair value of $20.0 million.

~~Executive share-based awards~~

Certain of the Company's executives are eligible to receive annual awards of RSUs and PSUs (collectively, the "share units"). Annual awards of RSUs represent a fixed number of shares and vest in equal tranches over three years. PSUs are initially granted based on a target value. The number of PSUs that ultimately vest at the end of a three-year performance measurement period will be based on the achievement of performance criteria pre-established by the Compensation Committee of the Board of Directors. The performance criteria established for the PSUs granted in 2017 and 2016 include both performance and market conditions. 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.

The first tranche of RSUs granted vested on December 31, 2016. The Company cash settled these share units in the amount of $0.8 million during the first quarter of 2017. As a result of this cash settlement, all RSUs and PSUs have been determined to be liability instruments and will be remeasured at fair value each reporting period until the awards are settled. The RSUs are valued based on the closing price of the Company's common stock at the reporting date. The PSUs are valued based on the closing price of the Company's common stock at the reporting date net of a discount related to any applicable market conditions, considering the probability of meeting the defined performance conditions. Compensation cost related to PSUs is recognized during the performance period based on the probable outcome of the respective performance conditions.

During the nine months ended September 30, 2017, 47,848 RSUs and 47,848 PSUs were granted. During the nine months ended September 30, 2016, 57,873 RSUs and 57,873 PSUs were granted. The total liability for the share units was $2.6 million at September 30, 2017. The total unrecognized compensation cost of $5.3 million for these share units at September 30, 2017 will be recognized over a weighted average remaining period of 2.18 years.



	Unrealized Loss on Investment Securities Available for Sale		Unrealized Gain on Derivative Instruments		Total





Balance at December 31, 2023	$	(395,746)	$	38,325	$	(357,421)
Other comprehensive income	26,957		6,536		33,493
Balance at March 31, 2024	$	(368,789)	$	44,861	$	(323,928)

Balance at December 31, 2022	$	(498,911)	$	61,006	$	(437,905)
Other comprehensive income (loss)	74,380		(11,159)		63,221
Balance at March 31, 2023	$	(424,531)	$	49,847	$	(374,684)

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

~~The~~ ~~618,306~~ ~~unvested share awards granted during the nine months ended September 30, 2017, as discussed above, included~~ ~~25,321~~ unvested share awards granted to certain of the Company's executives based on the achievement of performance criteria pre-established by the Compensation Committee for the year ended December 31, 2016.

~~Incentiveawards~~

Beginning in 2017, the Company's annual incentive compensation arrangements 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. The awards vest in equal installments over a period of three years from the date of grant. The total liability for the incentive share awards was $1.2 million at September 30, 2017. The total unrecognized compensation cost of $5.3 million for these share awards at September 30, 2017 will be recognized over a weighted average remaining period of 3.25 years. 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.

~~Option Awards~~

~~A summary of activity related to stock option awards for the nine months ended September 30, 2017 follows:~~

Number of
Option
Awards

Weighted
Average
Exercise Price
Option awards outstanding, December 31, 2016 3,602,076
$ 26.74
Exercised (2,304,108 ) 26.70
Option awards outstanding and exercisable, September 30, 2017 1,297,968
$ 26.81

Activity related to stock option awards for the nine months ended September 30, 2016 was not significant. The intrinsic value of options exercised and the related tax benefit was $25.3 million and $3.8 million, respectively, during the nine months ended September 30, 2017.

Note 108 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, ~~corporate debt securities,~~ 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, historical voluntary prepayment rates, structural and waterfall features of individual securities, published collateral data, and for certain securities, historical constant default rates and default severities. Investment securities available for sale generally classified within level 3 of the fair value hierarchy include certain private label MBS and trust preferred securities. The Company typically values these securities using third-party proprietary pricing models, primarily discounted cash flow valuation techniques, which incorporate both observable and unobservable inputs. Unobservable inputs that may impact the valuation of

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2017~~

~~these securities include risk adjusted discount rates, projected prepayment rates, projected default rates and projected loss severity.~~

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~~quarterly basis. Any price evidencing unexpected ~~month~~quarter over ~~month~~quarter 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. Fair value of residential MSRs is estimated using a discounted cash flow technique that incorporates market‑based assumptions including estimated prepayment speeds, contractual servicing fees, cost to service, discount rates, escrow account earnings, ancillary income, and estimated defaults. Due to the nature of the valuation inputs and the limited availability of market pricing, servicing rights are classified as level 3.

Derivative financial instruments—Fair values of interest rate ~~swaps~~derivatives 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~~benchmark swap rates and ~~LIBOR~~benchmark forward yield curves. These fair value measurements are generally classified within level 2 of the fair value hierarchy.

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

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


	March 31, 2024
	Level 1		Level 2		Total
Investment securities available for sale:
U.S. Treasury securities	$	130,290	$	—	$	130,290
U.S. Government agency and sponsored enterprise residential MBS	—		2,161,292		2,161,292
U.S. Government agency and sponsored enterprise commercial MBS	—		494,207		494,207

Private label residential MBS and CMOs	—		2,250,219		2,250,219
Private label commercial MBS	—		2,122,271		2,122,271
Single family real estate-backed securities	—		341,362		341,362
Collateralized loan obligations	—		1,076,492		1,076,492
Non-mortgage asset-backed securities	—		100,124		100,124
State and municipal obligations	—		106,713		106,713
SBA securities	—		98,465		98,465

Marketable equity securities	33,524		—		33,524

Derivative assets	—		112,234		112,234
Total assets at fair value	$	163,814	$	8,863,379	$	9,027,193
Derivative liabilities	$	—	$	(106,045)	$	(106,045)
Total liabilities at fair value	$	—	$	(106,045)	$	(106,045)


										December 31, 2023

	September 30, 2017
	Level 1		Level 2		Level 3		Total		Level 1		Level 2	Total
Investment securities available for sale:									Investment securities available for sale:
U.S. Treasury securities	$	24,957	$	—	$	—	$	24,957
U.S. Government agency and sponsored enterprise residential MBS	—		2,348,687		—		2,348,687
U.S. Government agency and sponsored enterprise commercial MBS	—		139,220		—		139,220

Private label residential MBS and CMOs
Private label residential MBS and CMOs
Private label residential MBS and CMOs	—		467,061		60,797		527,858
Private label commercial MBS	—		1,153,601		—		1,153,601
Single family rental real estate-backed securities	—		572,948		—		572,948
Single family real estate-backed securities
Collateralized loan obligations	—		700,319		—		700,319
Non-mortgage asset-backed securities	—		82,637		—		82,637
Preferred stocks	70,038		678		—		70,716
State and municipal obligations	—		677,015		—		677,015
SBA securities	—		586,675		—		586,675
Other debt securities	—		3,815		5,024		8,839
Servicing rights	—		—		30,136		30,136

Marketable equity securities
Marketable equity securities
Marketable equity securities

Derivative assets
Derivative assets
Derivative assets	—		28,334		—		28,334
Total assets at fair value	$	94,995	$	6,760,990	$	95,957	$	6,951,942
Derivative liabilities	$	—	$	27,076	$	—	$	27,076
Total liabilities at fair value	$	—	$	27,076	$	—	$	27,076

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

~~September 30, 2017~~March 31, 2024

December 31, 2016
Level 1 Level 2 Level 3 Total
Investment securities available for sale:

U.S. Treasury securities $ 5,005
$ —
$ —
$ 5,005
U.S. Government agency and sponsored enterprise residential MBS —
1,527,242
—
1,527,242
U.S. Government agency and sponsored enterprise commercial MBS —
124,586
—
124,586
Private label residential MBS and CMOs —
254,488
120,610
375,098
Private label commercial MBS —
1,187,624
—
1,187,624
Single family rental real estate-backed securities —
861,251
—
861,251
Collateralized loan obligations —
487,296
—
487,296
Non-mortgage asset-backed securities —
186,736
—
186,736
Preferred stocks 86,890
1,313
—
88,203
State and municipal obligations —
698,546
—
698,546
SBA securities —
523,906
—
523,906
Other debt securities —
3,519
4,572
8,091
Servicing rights —
—
27,159
27,159
Derivative assets —
50,232
—
50,232
Total assets at fair value $ 91,895
$ 5,906,739
$ 152,341
$ 6,150,975
Derivative liabilities $ —
$ 61,562
$ —
$ 61,562
Total liabilities at fair value $ —
$ 61,562
$ —
$ 61,562

~~There were no transfers of financial assets between levels of the fair value hierarchy during the nine months ended September 30, 2017.~~

The following table reconciles changes in the fair value of assets and liabilities measured at fair value on a recurring basis and classified in level 3 of the fair value hierarchy during the periods indicated (in thousands):

Three Months Ended September 30,
2017 2016

Private Label
Residential
MBS

Other Debt
Securities
Servicing Rights
Private Label
Residential
MBS

Other Debt
Securities
Servicing Rights
Balance at beginning of period $ 108,790
$ 4,923
$ 29,128
$ 131,156
$ 4,292
$ 24,891
Gains (losses) for the period included in:
Net income 24,146
—
(1,330 ) —
—
(2,369 )
Other comprehensive income (24,668 ) 101
—
337
22
—
Discount accretion 2,332
59
—
1,404
36
—
Purchases or additions —
—
2,338
—
—
2,194
Sales (40,732 ) —
—
—
—
—
Settlements (9,071 ) (59 ) —
(5,594 ) (26 ) —
Transfers into level 3 —
—
—
—
—
—
Transfers out of level 3 —
—
—
—
—
—
Balance at end of period $ 60,797
$ 5,024
$ 30,136
$ 127,303
$ 4,324
$ 24,716

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~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2017~~

Nine Months Ended September 30,
2017 2016

Private Label
Residential
MBS

Other Debt
Securities
Servicing Rights
Private Label
Residential
MBS

Other Debt
Securities
Servicing Rights
Balance at beginning of period $ 120,610
$ 4,572
$ 27,159
$ 140,883
$ 4,532
$ 20,017
Gains (losses) for the period included in:
Net income 24,146
—
(4,273 ) —
—
(5,983 )
Other comprehensive income (25,651 ) 469
—
(190 ) (245 ) —
Discount accretion 5,208
248
—
4,485
88
—
Purchases or additions —
—
7,250
—
—
10,682
Sales (40,732 ) —
—
—
—
—
Settlements (22,784 ) (265 ) —
(17,875 ) (51 ) —
Transfers into level 3 —
—
—
—
—
—
Transfers out of level 3 —
—
—
—
—
—
Balance at end of period $ 60,797
$ 5,024
$ 30,136
$ 127,303
$ 4,324
$ 24,716

Gains on private label residential MBS recognized in net income during the three and nine months ended September 30, 2017 are included in the consolidated statement of income line item "Gain on investment securities available for sale, net." Changes in the fair value of servicing rights are included in the consolidated statement of income line item “Other non-interest income.” Changes in fair value include changes due to valuation assumptions, primarily discount rates and prepayment speeds, as well as other changes such as runoff and the passage of time. The amount of net unrealized losses included in earnings for the nine months ended September 30, 2017 and 2016 that were related to servicing rights held at September 30, 2017 and 2016 totaled approximately $0.8 million and $1.7 million, respectively, and were primarily due to changes in discount rates and prepayment speeds.

Securities for which fair value measurements are categorized in level 3 of the fair value hierarchy at September 30, 2017 consisted of pooled trust preferred securities with a fair value of $5 million and private label residential MBS and CMOs with a fair value of $61 million. The trust preferred securities are not material to the Company’s financial statements. Private label residential MBS consisted of senior and mezzanine tranches collateralized by prime fixed rate and hybrid 1-4 single family residential mortgages originated before 2005, some of which contain option-arm features. Substantially all of these securities have variable rate coupons. Weighted average subordination levels at September 30, 2017 were 16.4% and 10.4% for investment grade and non-investment grade securities, respectively.

The following table provides information about the valuation techniques and unobservable inputs used in the valuation of private label residential MBS and CMOs falling within level 3 of the fair value hierarchy as of September 30, 2017 (dollars in thousands):

Fair Value at Valuation Technique
Unobservable
Input

Range (Weighted
Average)
September 30, 2017
Investment grade $ 34,245
Discounted cash flow Voluntary prepayment rate 6.60% - 25.60% (15.92%)
Probability of default 0.13% - 4.04% (1.36%)
Loss severity 15.00% - 75.00% (33.10%)
Discount rate 1.88% - 7.43% (3.48%)

Non-investment grade $ 26,552
Discounted cash flow Voluntary prepayment rate 1.10% - 29.30% (15.35%)
Probability of default 0.13% - 4.15% (1.51%)
Loss severity 15.00% - 95.00% (32.96%)
Discount rate 1.35% - 9.43% (5.89%)

The significant unobservable inputs impacting the fair value measurement of private label residential MBS and CMOs include voluntary prepayment rates, probability of default, loss severity given default and discount rates. Generally, increases in

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2017~~

probability of default, loss severity or discount rates would result in a lower fair value measurement. Alternatively, decreases in probability of default, loss severity or discount rates would result in a higher fair value measurement. For securities with less favorable credit characteristics, decreases in voluntary prepayment speeds may be interpreted as a deterioration in the overall credit quality of the underlying collateral and as such, lead to lower fair value measurements. The fair value measurements of those securities with higher levels of subordination will be less sensitive to changes in these unobservable inputs other than discount rates, while securities with lower levels of subordination will show a higher degree of sensitivity to changes in these unobservable inputs other than discount rates. Generally, a change in the assumption used for probability of default is accompanied by a directionally similar change in the assumption used for loss severity given default and a directionally opposite change in the assumption used for voluntary prepayment rate.

~~The following table provides information about the valuation techniques and significant unobservable inputs used in the valuation of servicing rights as of September 30, 2017 (dollars in thousands):~~

Fair Value at Valuation Technique
Unobservable
Input

Range (Weighted
Average)
September 30, 2017
Residential MSRs $ 18,006
Discounted cash flow Prepayment rate 2.76% - 29.96% (12.88%)
Discount rate 9.50% - 9.58% (9.51%)

Commercial servicing rights $ 12,130
Discounted cash flow Prepayment rate 0.09% - 9.99% (7.81%)
Discount rate 8.12% - 14.57% (12.48%)

~~Increases in prepayment rates or discount rates would result in lower fair value measurements and decreases in prepayment rates or discount rates would result in higher fair value measurements.~~ ~~Although the prepayment rate and the discount rate are not directly interrelated, they generally move in opposite directions.~~

Assets and liabilities measured at fair value on a non-recurring basis

Following is a description of the methodologies used to estimate the fair values of assets and liabilities that may be measured at fair value on a non-recurring basis, and the level within the fair value hierarchy in which those measurements are typically ~~classified.~~ classified:

~~Impaired~~Collateral dependent loans ~~OREO~~and ~~other repossessed assets~~OREO—The carrying amount of collateral dependent ~~impaired~~ loans is typically based on the fair value of the underlying collateral, which may be real estate, ~~taxi medallions,~~enterprise value or other business assets, less estimated costs to ~~sell.~~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, other than taxi medallions, or collateral consisting of other business assets may be based on third-party appraisals or internal analyses that use market approaches to valuation incorporating primarily unobservable inputs.

The fair value of New York City taxi medallions is based primarily on an internal analysis that utilizes an income approach to valuation. This analysis utilizes data obtained from the NYTLC about the fleet in general and in some cases, our portfolio specifically, and management's assumptions, based on external data when available, about revenues, costs and expenses, to estimate the value that can reasonably be supported by the cash flow generating capacity of a medallion. We further discount the results of this analysis in recognition of estimated selling costs and declining trends in medallion values. We also consider prices of recent medallion transfers as published by the NYTLC; however, the market for taxi medallions is illiquid and information about the circumstances underlying observed transfers is unavailable, therefore, information about recent transfers is not considered sufficient to establish a reliable estimate of value. The Company's medallion valuations fall within the range of published transfer prices over the last six months. Taxi medallions in municipalities other than New York City are generally valued based on published information about recent transfer prices; the valuation of these assets did not have a material impact on the Company's consolidated financial statements for any period presented as the taxi medallion portfolio is heavily concentrated in New York City.

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2017~~

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

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~~were recorded ~~for~~during the ~~periods indicated~~period then ended (in thousands):


	March 31, 2024		December 31, 2023

Collateral dependent loans	$	52,020	$	50,885

OREO	1,260		29

	$	53,280	$	50,914

September 30, 2017 Losses from Fair Value Changes
Level 1 Level 2 Level 3 Total Three Months Ended
September 30, 2017 Nine Months Ended
September 30, 2017
OREO and repossessed assets $ —
$ —
$ 5,520
$ 5,520
$ (515 ) $ (1,534 )
Impaired loans $ —
$ —
$ 107,173
$ 107,173
$ (35,106 ) $ (58,073 )

September 30, 2016 Losses from Fair Value Changes
Level 1 Level 2 Level 3 Total Three Months Ended
September 30, 2016 Nine Months Ended
September 30, 2016
OREO and repossessed assets $ —
$ —
$ 7,923
$ 7,923
$ (372 ) $ 740
Impaired loans $ —
$ —
$ 59,678
$ 59,678
$ (10,623 ) $ (18,873 )

Included in the tables above are impaired taxi medallion loans with carrying values of $90.1 million and $39.6 million at September 30, 2017 and September 30, 2016, respectively, the majority of which were in New York City. Losses of $54.3 million and $10.2 million were recognized on impaired taxi medallion loans during the nine months ended September 30, 2017 and 2016, respectively.

Decreases in the value of medallions are largely driven by decreases in revenues generated from the medallions. Inputs that had the most significant impact on the valuation of New York City taxi medallions at September 30, 2017 are presented below:



	~~Average Amount~~
~~Average fare per trip~~	~~$16.12~~
~~Number of trips per shift~~	~~15.4~~
~~Days worked per month~~	~~25.6~~

~~Table of Contents~~

~~BANKUNITED, INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED~~

~~September 30, 2017~~

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):


		March 31, 2024				December 31, 2023

	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Cash and cash equivalents	1	$	421,216	$	421,216	$	588,283	$	588,283
Investment securities	1/2	$	8,924,959	$	8,924,912	$	8,877,354	$	8,877,281
Non-marketable equity securities	2	$	252,609	$	252,609	$	310,084	$	310,084

Loans, net	3	$	24,008,744	$	22,696,690	$	24,430,995	$	23,075,192
Derivative assets	2	$	112,234	$	112,234	$	105,678	$	105,678
Liabilities:
Demand, savings and money market deposits	2	$	21,911,661	$	21,911,661	$	21,374,483	$	21,374,483
Time deposits	2	$	5,115,703	$	5,079,472	$	5,163,995	$	5,133,119

FHLB advances	2	$	3,905,000	$	3,904,870	$	5,115,000	$	5,115,637
Notes and other borrowings	2	$	708,978	$	677,947	$	708,973	$	676,077
Derivative liabilities	2	$	106,045	$	106,045	$	97,166	$	97,166

~~Period over period increases in income from lease financing corresponded to the growth in the portfolio of equipment under operating lease.~~

~~Gains on sale of non-covered loans for the three and nine months ended September 30, 2017 and 2016 related primarily to sales of loans by SBF.~~

Gain on sale of investment securities available for sale, net totaled $26.9 million for the quarter ended September 30, 2017. Substantially all of these gains resulted from the sale of securities formerly covered under the Commercial Shared-Loss Agreement and originally acquired at significant discounts in the FSB Acquisition. Other gains on investment securities available for sale for the three and nine months ended September 30, 2017 and 2016 related to sales of securities in the normal course of managing liquidity, portfolio duration and yield.

Non-Interest Expense

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


	Three Months Ended March 31,
		2024		2023
Employee compensation and benefits		$	75,920	$	71,051
Occupancy and equipment		10,569		10,802
Deposit insurance expense		13,530		7,907
Professional fees		2,510		2,918
Technology		20,315		21,726

Depreciation of operating lease equipment		9,213		11,521

Other non-interest expense		27,183		26,855
Total non-interest expense		$	159,240	$	152,780

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Employee compensation and benefits $ 58,327
$ 55,162
$ 178,386
$ 166,374
Occupancy and equipment 18,829
18,867
56,689
57,199
Amortization of FDIC indemnification asset 45,225
38,957
135,351
116,711
Deposit insurance expense 5,764
4,943
16,827
12,866
Professional fees 2,748
3,884
12,573
10,119
Telecommunications and data processing 3,452
3,746
10,481
10,800
Depreciation of equipment under operating lease 8,905
6,855
25,655
20,004
Other non-interest expense 13,455
15,590
37,735
40,151
$ 156,705
$ 148,004
$ 473,697
$ 434,224
The increases in deposit insurance expense was primarily attributable to an additional $5.2 million related to an FDIC special assessment during the three months ended March 31, 2024.

~~Annualized non-interest expense as a percentage~~The decline in depreciation of ~~average assets was 2.1% and 2.2%~~operating lease equipment for the three ~~and nine~~ months ended ~~September 30, 2017, respectively, and 2.2% and 2.3% for the three and~~ ~~nine months ended September 30, 2016~~, respectively. Excluding amortization of the FDIC indemnification asset, non-interest expense as a percentage of average assets was 1.5% and 1.6% for the three and nine months ended September 30, 2017, respectively, and 1.6% and 1.7% for the three and ~~nine months ended September 30, 2016, respectively. The more significant changes in the components of non-interest expense are discussed below.~~

~~Employee compensation and benefits~~

As is typical for financial institutions, employee compensation and benefits represents the single largest component of recurring non-interest expense. Employee compensation and benefits for the three and nine months ended September 30, 2017 increased by $3.2 million and $12.0 millionMarch 31, 2024, compared to the ~~corresponding periods in 2016. The increases for the~~ three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2023, is primarily ~~reflected increased headcount and general increases in compensation levels.~~

~~Amortization of FDIC indemnification asset~~

~~Amortization of FDIC indemnification asset totaled $45.2 million and $135.4 million, respectively, for the three and nine months ended September 30, 2017 compared to~~ ~~$39.0 million~~ ~~and~~ ~~$116.7 million, respectively, for the three and~~ ~~nine months ended September 30, 2016~~.

The FDIC indemnification asset was initially recorded at its estimated fair value, representing the present value of estimated future cash payments from the FDIC for probable losses on covered assets. As projected cash flows from the ACI loans have increased, the yield on the loans has increased accordingly and the estimated future cash payments from the FDIC have decreased. This change in estimated cash flows is recognized prospectively, consistent with the recognition of the increased cash flows from the ACI loans. As a result, the FDIC indemnification asset is being amortizedattributed to the ~~amount of~~reduction in operating lease equipment, corresponding to the estimated future cash flows. For the three and nine months ended September 30, 2017, the average rate at which the FDIC indemnification asset was amortized was 46.62% and 41.19%, respectively, compared to ~~25.36%~~ ~~and~~ ~~23.48%, respectively, during the comparable periods~~decline in ~~2016~~.lease financing revenue.

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

See Note 5 to the consolidated financial statements for ~~a rollforward of the FDIC indemnification asset for the nine months ended September 30, 2017 and the year ended December 31, 2016. The entire balance of the FDIC indemnification asset relates~~information about income taxes.

to residential loans and OREO covered under the Single Family Shared-Loss Agreement. The following table presents the carrying value of the FDIC indemnification asset and the estimated future cash flows at the dates indicated (in thousands):

September 30, 2017 December 31, 2016
FDIC indemnification asset $ 349,617
$ 515,933
Less expected amortization (173,685 ) (245,350 )
Amount expected to be collected from the FDIC $ 175,932
$ 270,583

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

~~Deposit insurance expense~~

~~Deposit insurance expense increased $0.8 million and $4.0 million, respectively, for the three and nine months ended September 30, 2017 compared to the corresponding periods in~~ ~~2016. These increases primarily reflect the growth of the balance sheet, the large bank surcharge imposed by the FDIC, which began in the third quarter of~~ ~~2016, and increases in certain components of the Bank's assessment rate.~~

~~Depreciation of equipment under operating lease~~

Depreciation of equipment under operating lease increased by $2.1 million and $5.7 million, respectively, for the three and nine months ended September 30, 2017 compared to the corresponding periods in ~~2016. These increases generally correspond to the growth in the portfolio of equipment under operating lease.~~

~~Other non-interest expense~~

The most significant components of other non-interest expense are advertising and promotion, costs related to lending activities and deposit generation, OREO related expenses, insurance, travel and general office expense. Other non-interest expense for the three months ended September 30, 2017 includes $0.6 million related primarily to facilities damage and employee relocation and assistance due to the impact of Hurricane Irma. We do not expect future expenses related to facilities damage and employee relocation to be material to the Company.

~~Income Taxes~~

~~The Company’s effective income tax rate was 32.2% and 31.2% for the three and nine months ended September 30, 2017, respectively, compared to~~ ~~31.7%~~ ~~and~~ ~~33.2%~~ ~~for the three and~~ ~~nine months ended September 30, 2016~~, respectively. Significant components included in the reconciliation of the Company's effective income tax rate to the statutory federal tax rate of 35.0% included the effect of state income taxes and the impact of income not subject to federal tax for each of the periods presented. In addition, the effective income tax rate for the three and nine months ended September 30, 2017 reflected the impact of $0.3 million and $3.2 million, respectively, in excess tax benefits resulting from activity related to vesting of share-based awards and exercise of stock options.

Analysis of Financial Condition

~~Average interest-earning assets increased $3.2 billion~~Our funding profile has continued to ~~$26.9 billion for~~improve. Total deposits grew by $489 million during the ~~nine~~three months ended ~~September 30, 2017 from $23.7 billion for~~March 31, 2024, to $27.0 billion; non-brokered deposits grew by $644 million. Most of the ~~nine~~increase in total deposits was in non-interest bearing demand deposits, which grew by $404 million, to 27% of total deposits. During the three months ended ~~September 30, 2016. This increase was driven~~March 31, 2024, FHLB advances declined by ~~a $2.1~~$1.2 billion, ~~increase in~~as we paid down higher rate advances.

Total loans declined by $407 million during the ~~average balance of outstanding loans and a $1.0 billion increase in~~three months ended March 31, 2024. As we continue to reposition the average balance of investment securities. The increase in average loans reflected growth of $2.3 billion in average non-covered loans outstanding, partially offset by a $186 million decrease in the average balance of covered loans. The decrease in average non-interest earning assets period over period primarily reflected a decrease in the FDIC indemnification asset. Growth in interest earning assets, resolution of covered loans and declines in the amountleft side of the ~~FDIC indemnification asset are trends that are expected~~balance sheet, residential loans declined by $152 million; franchise, equipment, and municipal finance declined by an aggregate $53 million. The C&I and CRE portfolios declined by $226 million; while production was in line with expectations, seasonality, some unexpected paydowns and exits of some shared national credits contributed to ~~continue.~~this decline.

Average interest bearing liabilities increased $2.6 billion to $22.4 billion for the nine months ended September 30, 2017 from $19.8 billion for the nine months ended September 30, 2016, due to increases of $2.4 billion in average interest bearing deposits and $191 million in average FHLB advances. Average non-interest bearing deposits increased by $90 million. We expect growth in average deposits to continue, corresponding to anticipated growth in interest earning assets.

Average stockholders' equity increased by $255 million, due primarily to the retention of earnings, but also reflecting proceeds from the exercise of stock options and an increase in accumulated other comprehensive income.

Investment Securities ~~Available for Sale~~

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 ~~available for sale as of~~at the dates indicated (in thousands):



	March 31, 2024				December 31, 2023
	Amortized Cost		Carrying Value		Amortized Cost		Carrying Value
U.S. Treasury securities	$	139,868	$	130,290	$	139,858	$	130,592
U.S. Government agency and sponsored enterprise residential MBS	2,193,543		2,161,292		1,962,658		1,924,207
U.S. Government agency and sponsored enterprise commercial MBS	559,069		494,207		561,557		497,859

Private label residential MBS and CMOs	2,543,764		2,250,219		2,596,231		2,295,730
Private label commercial MBS	2,191,733		2,122,271		2,282,833		2,198,743
Single family real estate-backed securities	356,205		341,362		383,984		366,255
Collateralized loan obligations	1,077,232		1,076,492		1,122,799		1,112,824
Non-mortgage asset-backed securities	103,594		100,124		106,095		102,780
State and municipal obligations	113,280		106,713		107,176		102,618
SBA securities	101,515		98,465		106,237		103,024

Investment securities held to maturity	10,000		10,000		10,000		10,000
	$	9,389,803	8,891,435		$	9,379,428	8,844,632
Marketable equity securities			33,524				32,722
			$	8,924,959			$	8,877,354

September 30, 2017 December 31, 2016

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value
U.S. Treasury securities $ 24,969
$ 24,957
$ 4,999
$ 5,005
U.S. Government agency and sponsored enterprise residential MBS 2,332,616
2,348,687
1,513,028
1,527,242
U.S. Government agency and sponsored enterprise commercial MBS 139,966
139,220
126,754
124,586
Private label residential MBS and CMOs 507,381
527,858
334,167
375,098
Private label commercial MBS 1,140,465
1,153,601
1,180,386
1,187,624
Single family rental real estate-backed securities 566,635
572,948
858,339
861,251
Collateralized loan obligations 695,414
700,319
487,678
487,296
Non-mortgage asset-backed securities 80,255
82,637
187,660
186,736
Preferred stocks 60,716
70,716
76,180
88,203
State and municipal obligations 666,013
677,015
705,884
698,546
SBA securities 572,540
586,675
517,129
523,906
Other debt securities 4,056
8,839
3,999
8,091
$ 6,791,026
$ 6,893,472
$ 5,996,203
$ 6,073,584

Our investment strategy ~~has~~is focused on ~~insuring~~ensuring adequate liquidity, ~~adding~~maintaining a suitable balance of high credit quality, ~~diversifying~~diverse assets, ~~to the consolidated balance sheet,~~ managing interest rate risk, and generating acceptable returns given our established risk parameters. We have sought to maintain liquidity by investing a significant portion of the portfolio in high quality liquid securities including U.S. Treasury ~~securities, SBA securities~~ and U.S. Government ~~agency MBS.~~Agency and sponsored enterprise securities. We have also invested in highly-rated structured products, including private-label commercial and residential MBS, collateralized loan obligations, single family real estate-backed securities and non-mortgage asset-backed securities that, while somewhat less liquid, are generally pledgeable at either the FHLB or the FRB and provide us with attractive yields. Investment grade municipal securities provide liquidity ~~along with higher~~and attractive tax-equivalent ~~yields at longer durations than~~yields. We remain committed to keeping the duration of our securities portfolio ~~in general. We have also invested in highly rated structured products that, while somewhat less liquid, provide us with attractive yields. Relatively~~short; relatively short effective portfolio duration helps mitigate interest rate ~~risk arising from~~risk. Based on the ~~currently low level of market interest rates. The weighted average expected life~~Company’s assumptions, the effective duration of the investment portfolio was 1.86 years and the estimated weighted average life of the portfolio was 5.5 years as of ~~September 30, 2017 was 4.9 years and the effective duration was 1.7 years.~~ March 31, 2024.

The ~~following table shows the scheduled maturities, carrying values and current yields for~~ investment securities available for sale as of September 30, 2017. Scheduled maturities have been adjusted for anticipated prepayments of MBS and other pass through securities. Yields on tax-exempt securities have been calculated on a tax-equivalent basis (dollars in thousands):

Within One Year
After One Year
Through Five Years

After Five Years
Through Ten Years
After Ten Years Total

Carrying
Value

Weighted
Average
Yield

Carrying
Value

Weighted
Average
Yield

Carrying
Value

Weighted
Average
Yield

Carrying
Value

Weighted
Average
Yield

Carrying
Value

Weighted
Average
Yield
U.S. Treasury securities $ 24,957
1.19 % $ —
— % $ —
— % $ —
— % $ 24,957
1.19 %
U.S. Government agency and sponsored enterprise residential MBS 355,685
2.94 % 860,103
2.28 % 893,121
2.14 % 239,778
2.15 % 2,348,687
2.31 %
U.S. Government agency and sponsored enterprise commercial MBS 5,562
3.80 % 11,066
3.71 % 83,066
2.50 % 39,526
3.57 % 139,220
2.95 %
Private label residential MBS and CMOs 113,951
4.01 % 284,366
3.82 % 101,127
4.07 % 28,414
4.39 % 527,858
3.94 %
Private label commercial MBS 90,284
3.80 % 786,542
3.57 % 276,775
3.20 % —
— % 1,153,601
3.50 %
Single family rental real estate-backed securities 1,516
3.18 % 546,920
2.92 % 24,512
3.70 % —
— % 572,948
2.95 %
Collateralized loan obligations —
— % 573,474
3.32 % 126,845
3.52 % —
— % 700,319
3.36 %
Non-mortgage asset-backed securities 11,999
3.91 % 70,638
3.63 % —
— % —
— % 82,637
3.67 %
State and municipal obligations —
— % 27,509
3.00 % 624,758
4.46 % 24,748
5.60 % 677,015
4.45 %
SBA securities 93,080
2.54 % 245,991
2.50 % 150,116
2.47 % 97,488
2.43 % 586,675
2.49 %
Other debt securities —
— % —
— % 1,900
9.17 % 6,939
9.13 % 8,839
9.14 %
$ 697,034
3.13 % $ 3,406,609
3.04 % $ 2,282,220
3.11 % $ 436,893
2.74 % 6,822,756
3.05 %
Preferred stocks with no scheduled maturity

70,716
8.66 %
Total investment securities available for sale

$ 6,893,472
3.11 %

~~The available for sale investment securities~~AFS portfolio was in a net unrealized ~~gain~~loss position of ~~$102.4~~$498.4 million at ~~September 30, 2017 with aggregate fair value equal~~March 31, 2024, compared to ~~101.5%~~a net unrealized loss position of ~~amortized cost.~~$534.8 million at December 31, 2023, improving by $36.4 million during the three months ended March 31, 2024. Net unrealized ~~gains~~losses at March 31, 2024 included ~~$110.3~~$6.4 million of gross unrealized gains and ~~$7.9~~$504.8 million of gross unrealized losses. Investment securities available for sale in an unrealized loss ~~position~~positions at ~~September 30, 2017~~March 31, 2024 had an aggregate fair value of ~~$1.0~~$7.7 billion. ~~At September 30, 2017, 96.7%~~The unrealized losses resulted primarily from a sustained period of ~~investment~~higher interest rates, and in some cases, wider spreads compared to the levels at which securities ~~available for sale~~ were ~~backed by~~purchased. Market volatility and yield curve dislocations have also contributed to unrealized losses. None of the ~~U.S. Government, U.S. Government agencies or sponsored enterprises or~~unrealized losses were ~~rated AAA , AA or A, based on~~attributable to credit loss impairments.

The ratings distribution of our AFS securities portfolio at the ~~most recent third-party ratings. Investment securities available for sale totaling $33 million were rated below investment grade or not rated at September 30, 2017, all of which were acquired~~dates indicated is depicted in the ~~FSB Acquisition and substantially all of which were in unrealized gain positions at September 30, 2017.~~charts below:


March 31, 2024						December 31, 2023

We evaluate the credit quality of individual securities in the portfolio quarterly to determine whether ~~any~~we expect to recover the amortized cost basis of the investments in unrealized loss ~~positions are other-than-temporarily impaired.~~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:

~~our intent~~•Whether we intend to ~~hold~~sell the security ~~until maturity or for a period~~prior to recovery of ~~time sufficient for a recovery in value;~~its amortized cost basis;

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

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

~~adverse changes~~•Adverse conditions specifically related to the security, a sector, an industry or geographic area;

•Changes in ~~expected cash flows;~~the financial condition of the issuer or underlying loan obligors;

~~collateral values and performance;~~

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

~~changes in the economic or regulatory environment;~~

~~the general market condition~~•Failure of the ~~geographic area or industry~~issuer to make scheduled payments;

•Changes in external credit ratings;

•Relevant market data; and

•Estimated prepayments, defaults, and the value and performance of ~~the issuer;~~

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

~~changes in credit ratings.~~

Our evaluation of non-agency impaired securities for OTTI as of September 30, 2017 included consideration of the potential impacts of Hurricanes Irma and Harvey. Our considerations included but were not necessarily limited to (i) observations of market pricing since the hurricanes, (ii) whether a significant portion of the underlying collateral ~~was~~at the individual security level.

We regularly engage with bond managers to monitor trends in an

~~impacted area, (iii) whether credit enhancement significantly exceeded the balance of~~underlying collateral, ~~in impacted areas, (iv) for residential mortgage-backed securities, the evaluation of the extent~~including potential downgrades and ~~nature of damage to residential collateral for loans in the Bank’s residential loan portfolio located in the same areas,~~subsequent cash flow diversions, liquidity, ratings migration, and ~~(v) discussions with sponsors or managers of individual securities about specific collateral impact.~~

During the three and nine months ended September 30, 2016, OTTI was recognized on two positions in one private label commercial MBS. These positions were in unrealized loss positions at September 30, 2016 and the Company intended to sell the security before recovery of the amortized cost basis. No securities were determined to be other-than-temporarily impaired at September 30, 2017, or during the three and nine months then ended.any other relevant developments.

We do not intend to sell securities in significant unrealized loss positions at ~~September 30, 2017.~~March 31, 2024. 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.~~basis, which may be at maturity. The ~~severity~~substantial majority of ~~impairment of individual~~our investment securities inare able to be pledged at either the ~~portfolio is generally~~FHLB or FRB. We have not ~~material. Unrealized losses in~~sold, and do not anticipate the ~~portfolio at September 30, 2017 were primarily attributable~~need to ~~an increase in market interest rates subsequent to the date the securities were acquired.~~

~~The timely repayment of principal and interest on U.S. Treasury, U.S. Government agency and sponsored enterprise~~sell, securities in unrealized loss positions ~~is explicitly or implicitly guaranteed by~~to generate liquidity.

We have implemented a robust credit stress testing framework with respect to our non-agency securities. The following table presents subordination levels and average internal stress scenario losses for select non-agency portfolio segments at March 31, 2024:


				Subordination			Weighted Average Stress Scenario Loss
	Rating	Percent of Total		Minimum	Maximum	Average
Private label CMBS	AAA	85.4	%	30.3	97.9	44.8	6.1
	AA	11.0	%	30.5	74.3	37.8	6.7
	A	3.6	%	25.1	51.6	38.0	8.6
Weighted average		100.0	%	30.1	93.7	43.8	6.3

CLOs	AAA	82.8	%	41.3	89.3	47.7	10.9
	AA	13.4	%	30.8	42.8	35.8	8.4
	A	3.8	%	34.0	34.3	34.1	9.7
Weighted average		100.0	%	39.6	81.0	45.6	10.5

Private label residential MBS and CMOs	AAA	94.4	%	1.2	92.2	17.8	2.2
	AA	4.1	%	20.4	34.5	25.3	5.3
	A	1.5	%	28.5	30.5	29.2	5.4
Weighted average		100.0	%	2.4	88.9	18.3	2.4

While for some securities, we have seen an increase in stress scenario losses over the ~~full faith and credit of~~last year, the U.S. Government. Management performed projected cash flow analyses of the private label residential MBS and CMOs, private label commercial MBS and non-mortgage asset-backed securities in unrealized loss positions, incorporating CUSIP level assumptions consistent with the collateral characteristics of each security including collateral default rate, voluntary prepayment rate, severity and delinquency assumptions. Based on the results of this analysis, no credit losses were projected. Management's analysis of the credit characteristics of individual securities and the underlying collateral and levels of subordination ~~for each~~continues to provide more than sufficient coverage of stress scenario collateral losses, further supporting our determination that none of our securities are credit loss impaired. The scenario used to project stress scenario losses is generally calibrated to the ~~single family rental real estate-backed securities~~level of stress experienced in ~~unrealized loss positions is not indicative of projected credit losses. Management's analysis of~~ the state and municipal obligations in unrealized loss positions included reviewing the ratings of the securities and the results of credit surveillance performed by an independent third party. Given the expectation of timely repayment of principal and interest and the generally limited severity of impairment, the impairments were considered to be temporary.

Great Financial Crisis. For further discussion of our analysis of impaired investment securities AFS for ~~OTTI,~~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~~quarterly basis. Any price evidencing unexpected ~~month~~quarter over ~~month~~quarter fluctuations or deviations from our expectations based on recent observed trading activity and other information available in the marketplace that would impact the value of the security is challenged. Responses to the price challenges, which generally include specific information about inputs and assumptions incorporated in the valuation and their sources, are reviewed in detail. If considered necessary to resolve any discrepancies, a price will be obtained from an additional independent valuation ~~specialist.~~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 have also established 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 or internal modeling, generally based on Intex. We have established acceptable percentage deviations from the price provided by the initial pricing source. If deviations fall outside the established parameters, we will obtain and evaluate more detailed information about the assumptions and inputs used by each pricing source or, if considered necessary, employ an additional valuation specialist to price the security in question. 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 ~~certain preferred stocks~~marketable equity securities are classified within level 1 of the hierarchy. At September 30, 2017 and December 31, 2016, 1.0% and 2.1%, respectively, of our investment securities were classified within level 3 of the fair value hierarchy. Securities classified within level 3 of the hierarchy at September 30, 2017 included certain private label residential MBS and trust preferred securities. These securities were classified within level 3 of the hierarchy because proprietary assumptions

For additional disclosure related to voluntary prepayment rates, default probabilities, loss severities and discount rates were considered significant to the valuation. There were no transfers of investment securities between levels of the fair value hierarchy during the nine months ended September 30, 2017 and 2016.

~~For additional discussion of~~ the fair values of investment securities, see Note 108 to the consolidated financial statements.

~~Loans Held~~

The following table shows the weighted average prospective yields, categorized by scheduled maturity, for ~~Sale~~AFS investment securities as of March 31, 2024. 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%:

Loans held for sale at September 30, 2017 included $32 million of commercial loans originated by SBF with the intent to sell in the secondary market. Commercial loans held for sale are comprised of the portion of loans guaranteed by U.S. government agencies. Loans are generally sold with servicing retained. Servicing activity did not have a material impact on the results of operations for the three and nine months ended September 30, 2017 and 2016.


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

U.S. Treasury securities	1.08	%	4.47	%	0.89	%	—	%	1.55	%
U.S. Government agency and sponsored enterprise residential MBS	5.65	%	5.90	%	6.00	%	5.89	%	5.89	%
U.S. Government agency and sponsored enterprise commercial MBS	2.86	%	5.97	%	3.30	%	2.86	%	3.83	%
Private label residential MBS and CMOs	3.93	%	3.88	%	3.77	%	3.98	%	3.90	%
Private label commercial MBS	6.46	%	6.99	%	1.90	%	3.30	%	6.64	%
Single family real estate-backed securities	1.88	%	3.85	%	—	%	—	%	3.84	%
Collateralized loan obligations	7.24	%	7.47	%	7.88	%	—	%	7.47	%
Non-mortgage asset-backed securities	3.05	%	6.08	%	2.70	%	—	%	5.74	%
State and municipal obligations	2.59	%	4.20	%	4.28	%	—	%	4.22	%
SBA securities	6.20	%	6.19	%	6.13	%	5.93	%	6.17	%

	5.27	%	6.13	%	4.34	%	4.15	%	5.48	%

Loans

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

September 30, 2017

Covered Loans Percent of Total
Non-Covered Loans ACI Non-ACI Total
Residential and other consumer:

1-4 single family residential $ 3,958,205
$ 470,300
$ 28,589
$ 4,457,094
21.7 %
Home equity loans and lines of credit 1,644
5,640
37,764
45,048
0.2 %
Other consumer loans 20,166
—
—
20,166
0.1 %
3,980,015
475,940
66,353
4,522,308
22.0 %
Commercial:
Multi-family 3,358,801
—
—
3,358,801
16.3 %
Non-owner occupied commercial real estate 4,183,275
—
—
4,183,275
20.4 %
Construction and land 271,994
—
—
271,994
1.3 %
Owner occupied commercial real estate 1,959,464
—
—
1,959,464
9.5 %
Commercial and industrial 3,900,290
—
—
3,900,290
19.0 %
Commercial lending subsidiaries 2,374,193
—
—
2,374,193
11.5 %
16,048,017
—
—
16,048,017
78.0 %
Total loans 20,028,032
475,940
66,353
20,570,325
100.0 %
Premiums, discounts and deferred fees and costs, net 44,422
—
(4,317 ) 40,105

Loans including premiums, discounts and deferred fees and costs 20,072,454
475,940
62,036
20,610,430

Allowance for loan and lease losses (153,725 ) (1,812 ) (3,036 ) (158,573 )
Loans, net $ 19,918,729
$ 474,128
$ 59,000
$ 20,451,857


	March 31, 2024				December 31, 2023
	Total		Percent of Total		Total		Percent of Total
Non-owner occupied commercial real estate	$	5,309,126	21.9	%	$	5,323,241	21.6	%
Construction and land	529,645		2.2	%	495,992		2.0	%
Owner occupied commercial real estate	1,916,651		7.9	%	1,935,743		7.9	%
Commercial and industrial	6,745,622		27.9	%	6,971,981		28.3	%
Total C&I and CRE	14,501,044		59.9	%	14,726,957		59.8	%
Pinnacle - municipal finance	864,796		3.6	%	884,690		3.6	%
Franchise and equipment finance	347,103		1.4	%	380,347		1.5	%
Mortgage warehouse lending	456,385		1.9	%	432,663		1.8	%
Total commercial	16,169,328		66.8	%	16,424,657		66.7	%

1-4 single family residential	6,814,865		28.1	%	6,903,013		28.0	%
Government insured residential	1,242,107		5.1	%	1,306,014		5.3	%
Total residential	8,056,972		33.2	%	8,209,027		33.3	%
Total loans	24,226,300		100.0	%	24,633,684		100.0	%
Allowance for credit losses	(217,556)				(202,689)
Loans, net	$	24,008,744			$	24,430,995

Commercial loans and leases

December 31, 2016

Covered Loans Percent of Total
Non-Covered Loans ACI Non-ACI Total
Residential and other consumer:

1-4 single family residential $ 3,422,425
$ 532,348
$ 36,675
$ 3,991,448
20.6 %
Home equity loans and lines of credit 1,120
3,894
47,629
52,643
0.3 %
Other consumer loans 24,365
—
—
24,365
0.1 %
3,447,910
536,242
84,304
4,068,456
21.0 %
Commercial:
Multi-family 3,824,973
—
—
3,824,973
19.8 %
Non-owner occupied commercial real estate 3,739,235
—
—
3,739,235
19.3 %
Construction and land 311,436
—
—
311,436
1.6 %
Owner occupied commercial real estate 1,736,858
—
—
1,736,858
9.0 %
Commercial and industrial 3,391,614
—
—
3,391,614
17.5 %
Commercial lending subsidiaries 2,280,685
—
—
2,280,685
11.8 %
15,284,801
—
—
15,284,801
79.0 %
Total loans 18,732,711
536,242
84,304
19,353,257
100.0 %
Premiums, discounts and deferred fees and costs, net 48,641
—
(6,504 ) 42,137

Loans including premiums, discounts and deferred fees and costs 18,781,352
536,242
77,800
19,395,394

Allowance for loan and lease losses (150,853 ) —
(2,100 ) (152,953 )
Loans, net $ 18,630,499
$ 536,242
$ 75,700
$ 19,242,441

~~Total~~Commercial loans ~~including premiums, discounts~~include a diverse portfolio of commercial and ~~deferred fees~~industrial loans and ~~costs, increased~~lines of credit, loans secured by $1.2 billion to $20.6 billion at September 30, 2017, from $19.4 billion at December 31, 2016. Non-covered loans grew by $1.3 billion while covered loans declined by $76 million from December 31, 2016 to September 30, 2017. Non-covered residential and other consumer loans grew by $538 million and non-coveredowner-occupied commercial ~~loans grew by $753 million during the nine months ended September 30, 2017.~~

Growth in non-covered loans, including premiums, discounts and deferred fees and costs, for the nine months ended September 30, 2017 reflected an increase of $536 million for the Florida franchise, a decrease of $74 million for the New York franchise and an increase of $829 million for the national platforms.

The following tables show the composition of the non-covered loan portfolio and the breakdown among the Florida and New York franchises and national platforms at the dates indicated. Amounts include premiums, discounts and deferred fees and costs (dollars in thousands):

September 30, 2017
Florida New York National Total
Residential and other consumer $ 228,300
$ 206,308
$ 3,599,004
$ 4,033,612
Commercial:
Multi-family 555,193
2,807,068
—
3,362,261
Non-owner occupied commercial real estate 2,572,743
1,501,597
99,229
4,173,569
Construction and land 123,655
134,854
12,947
271,456
Owner occupied commercial real estate 1,110,581
748,339
97,829
1,956,749
Commercial and industrial 2,509,353
891,978
490,751
3,892,082
Commercial lending subsidiaries —
—
2,382,725
2,382,725
$ 7,099,825
$ 6,290,144
$ 6,682,485
$ 20,072,454
35.4 % 31.3 % 33.3 % 100.0 %

December 31, 2016
Florida New York National Total
Residential and other consumer: $ 254,139
$ 226,154
$ 3,015,482
$ 3,495,775
Commercial:
Multi-family 520,263
3,309,411
—
3,829,674
Non-owner occupied commercial real estate 2,337,806
1,294,231
99,771
3,731,808
Construction and land 174,494
125,983
10,436
310,913
Owner occupied commercial real estate 1,042,441
602,155
91,254
1,735,850
Commercial and industrial 2,234,393
806,660
346,085
3,387,138
Commercial lending subsidiaries —
—
2,290,194
2,290,194
$ 6,563,536
$ 6,364,594
$ 5,853,222
$ 18,781,352
34.9 % 33.9 % 31.2 % 100.0 %

~~The increase in~~real-estate, income-producing non-owner occupied commercial real estate, a smaller amount of construction loans, SBA loans, mortgage warehouse lines of credit, municipal loans and ~~the decrease in multi-family~~leases originated by Pinnacle and franchise and equipment finance loans in the New York franchise over the nine months ended September 30, 2017 includes the impact of reclassifying $207 million of loans on mixed-use properties from multi-family to non-owner occupied commercial real estate loans, based on the primary source of rental income on those properties.and leases originated by Bridge.

~~Residential mortgages and other consumer loans~~

~~Residential mortgages and other consumer loans totaled $4.5 billion, or 22.0% of total loans, at September 30, 2017 and $4.1 billion, or 21.0% of total loans, at December 31, 2016.~~

The non-covered residential loan portfolio is primarily comprised of loans purchased on a national basis through established correspondent channels. The portfolio also includes loans originated through retail channels in our Florida and New York geographic footprint prior to the termination of our retail residential mortgage origination business in early 2016. Non-covered 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 30, 2017, $113 million or 2.8% of non-covered residential mortgage loans were interest-only loans, substantially all of which begin amortizing 10 years after origination.

We do not originate or acquire option ARMs, “no-doc” or “reduced-doc” mortgages and do not utilize wholesale mortgage origination channels although the covered loan portfolio contains loans with these characteristics. The Company’s exposure to future losses on these mortgage loans is mitigated by the Single Family Shared-Loss Agreement.

The following charts present the distribution of the ~~non-covered 1-4 single family residential mortgage~~commercial loan portfolio ~~by interest rate terms and contractual lives at the dates indicated:~~


~~(1)~~	~~Fixed-rate loans with contractual terms of 20 years comprise less than 3% of the total at both September 30, 2017 and December 31, 2016, and are reported with 15 year fixed above.~~

~~The geographic concentration of the non-covered 1-4 single family residential portfolio is summarized as follows~~ at the dates indicated ~~(dollar~~(dollars in ~~thousands)~~millions):

September 30, 2017 December 31, 2016
California $ 1,052,154
26.2 % $ 904,107
26.1 %
New York 848,123
21.1 % 763,824
22.0 %
Florida 530,056
13.2 % 487,294
14.0 %
District of Columbia 177,978
4.4 % 123,825
3.6 %
Virginia 175,550
4.4 % 152,113
4.4 %
Others ⁽¹⁾
1,227,983
30.7 % 1,039,186
29.9 %
$ 4,011,844
100.0 % $ 3,470,349
100.0 %


March 31, 2024
			December 31, 2023


~~(1)~~	~~No other state represented borrowers with more than 4.0% of non-covered 1-4 single family residential loans outstanding at September 30, 2017 or December 31, 2016.~~

~~Home equity loans and lines of credit are not significant to the non-covered loan portfolio.~~

~~Other consumer loans are comprised primarily of consumer installment financing, loans secured by certificates of deposit, unsecured personal lines of credit and demand deposit account overdrafts.~~ 1410

Commercial ~~loans and leases~~

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

Management’s loan origination strategy is heavily focused on the commercial portfolio segment, which comprised 80.1% and 81.6% of non-covered loans as of September 30, 2017 and December 31, 2016, respectively.Real Estate:

Commercial real estate loans include term loans secured by ~~owner and~~ non-owner occupied income producing properties including rental apartments, ~~mixed-use properties,~~ industrial properties, retail shopping centers, free-standing single-tenant buildings, medical and other office buildings, warehouse facilities, ~~and~~ hotels ~~as well as~~and real estate secured lines of credit.

The ~~following charts present the distribution of non-owner occupied~~Company’s commercial real estate ~~by product types at the dates indicated:~~

Loans secured by commercial real estate typically have shorter repayment periods and re-price more frequently than 1-4 single family residential loans but may have longer terms and re-price less frequently than commercial and industrial loans. The Company’s underwriting standards ~~generally~~most often provide for loan terms of five to ~~ten~~seven years, with amortization schedules of no more than thirty years. ~~LTV ratios are typically limited to no more than 80%. Owner-occupied~~

The following tables present the distribution of commercial real estate loans by property type, along with weighted average DSCRs and LTVs at March 31, 2024 (dollars in thousands):



	Amortized Cost		Percent of Total CRE		FL		New York Tri-State		Other		Weighted Average DSCR	Weighted Average LTV
Office	$	1,790,541	31	%	59	%	24	%	17	%	1.66	65.3	%
Warehouse/Industrial	1,287,570		23	%	60	%	9	%	31	%	2.03	51.7	%
Multifamily	839,950		14	%	48	%	52	%	—	%	1.89	48.1	%
Retail	820,983		14	%	52	%	31	%	17	%	1.66	59.5	%
Hotel	488,263		8	%	79	%	3	%	18	%	2.12	46.9	%
Construction and Land	529,645		9	%	46	%	49	%	5	%	N/A	N/A
Other	81,819		1	%	71	%	12	%	17	%	1.76	49.2	%
	$	5,838,771	100	%	57	%	26	%	17	%	1.83	56.5	%


	Florida			NY Tri-State
	Weighted Average DSCR	Weighted Average LTV		Weighted Average DSCR	Weighted Average LTV
Office	1.68	64.5	%	1.61	61.6	%
Warehouse/Industrial	2.13	50.0	%	1.83	37.2	%
Multifamily	2.46	45.3	%	1.35	50.8	%
Retail	1.82	58.6	%	1.38	61.0	%
Hotel	2.22	44.7	%	2.37	21.4	%
Other	1.94	47.3	%	1.22	67.3	%
	1.99	54.7	%	1.50	55.4	%

Geographic distribution in the tables above is based on location of the underlying collateral property. LTVs and DSCRs are based on the most recent available information; if current appraisals are not available, LTVs are adjusted by our models based on current and forecasted sub-market dynamics. DSCRs are calculated based on current contractually required payments, which in some cases may be interest only and on current levels of operating cash flows. DSCR calculations do not include pro-forma rental payments on in-place leases that are currently in initial rent abatement periods.

Included in New York tri-state multifamily loans in the tables above is approximately $121 million of rent regulated exposure as of March 31, 2024.

The following table presents the maturity profile of the CRE portfolio over the next 12 months by property type at March 31, 2024 (dollars in thousands):


	Maturing in the Next 12 Months		% Maturing in the Next 12 Months		Fixed Rate or Swapped Maturing Next 12 Months		Fixed Rate to Borrower as a % of Total Portfolio
Office	$	341,925	19	%	$	120,952	7	%
Warehouse/Industrial	87,580		7	%	77,292		6	%
Multifamily	105,983		13	%	26,041		3	%
Retail	106,151		13	%	65,665		8	%
Hotel	41,726		9	%	17,244		4	%
Construction and Land	205,050		39	%	3,544		1	%
Other	12,626		15	%	12,626		15	%
	$	901,041	15	%	$	323,364	6	%

The following table present scheduled maturities of the CRE portfolio by property type at March 31, 2024 (in thousands):


	2024		2025		2026		2027		2028		Thereafter		Total
Office	$	285,124	$	398,862	$	424,338	$	223,952	$	144,670	$	313,595	$	1,790,541
Warehouse/Industrial	77,331		164,897		383,656		294,282		144,975		222,429		1,287,570
Multifamily	59,582		125,327		164,167		159,249		107,955		223,670		839,950
Retail	95,458		149,292		231,254		72,613		186,213		86,153		820,983
Hotel	41,726		43,986		215,979		31,270		55,979		99,323		488,263
Construction and Land	182,801		149,004		82,014		42,578		—		73,248		529,645
Other	12,627		6,959		27,037		9,542		1,411		24,243		81,819
	$	754,649	$	1,038,327	$	1,528,445	$	833,486	$	641,203	$	1,042,661	$	5,838,771

The office segment totaled $1.8 billion at March 31, 2024. Medical office comprised $309 million or 17% of the total office portfolio. The following charts present the sub-market geographic distribution of the Florida and NY tri-state office portfolios at March 31, 2024:


NY Tri-State by Sub-Market						Florida by Sub-Market

The New York tri-state market encompasses approximately 24% of the office segment, with $181 million of exposure in Manhattan. As of March 31, 2024, the Manhattan office portfolio was approximately 96% occupied with 4% rent rollover expected in the next twelve months. Substantially all of the Florida office portfolio is suburban.

Office loans not secured by properties in Florida or the New York tri-state area comprised 17%, or $313 million of the segment, and exhibited no particular geographic concentration. Estimated rent rollover of the total office portfolio in the next 12 months is approximately 10%. Non-performing office loans were insignificant at March 31, 2024, totaling approximately $300 thousand. Also see the section entitled "Asset Quality" below.

Commercial and Industrial

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, subscription finance lines of credit, trade finance, SBA product offerings, business acquisition finance credit facilities, credit facilities to institutional real estate entities such as REITs and commercial real estate investment funds, and a small amount of commercial credit cards. 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. In addition to financing provided by Pinnacle, the Bank provides financing to state and local governmental entities generally within our primary geographic markets. 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. ~~Construction and land loans represented only 1.3%~~

The following table presents the exposure in the C&I portfolio by industry, at March 31, 2024 (dollars in thousands):



	Amortized Cost(1)		Percent of Total
Finance and Insurance	$	1,423,871	16.4	%
Manufacturing	848,997		9.8	%
Educational Services	742,564		8.6	%
Utilities	676,705		7.8	%
Wholesale Trade	662,536		7.6	%
Health Care and Social Assistance	630,548		7.3	%
Information	618,358		7.1	%
Real Estate and Rental and Leasing	465,504		5.4	%
Construction	433,161		5.0	%
Transportation and Warehousing	426,863		4.9	%
Retail Trade	335,443		3.9	%
Professional, Scientific, and Technical Services	252,752		2.9	%
Other Services (except Public Administration)	250,096		2.9	%
Public Administration	245,234		2.8	%
Arts, Entertainment, and Recreation	226,423		2.6	%
Administrative and Support and Waste Management	196,804		2.3	%
Accommodation and Food Services	158,260		1.8	%
Other	68,154		0.9	%
	$	8,662,273	100.0	%

(1) Includes $1.9 billion of ~~the total loan portfolio at September 30, 2017. Construction and land loans are generally made for projects expected to stabilize within eighteen months of completion~~

~~in sub-markets with strong fundamentals and, to a lesser extent, for-sale residential projects to experienced developers with a strong cushion between market prices and loan basis.~~

Commercial and industrial loans are typically made to small and middle market businesses and include equipment loans, secured and unsecured working capital facilities, formula-based loans, mortgage warehouse lines, taxi medallion loans, SBA product offerings and business acquisition finance credit facilities. These loans may be structured as term loans, typically with maturities of three to seven years, or revolving lines of credit which may have multi-year maturities. Commercial loans include shared national credits totaling $1.5 billion at September 30, 2017, typically relationship based loans to borrowers in our geographic footprint.owner occupied real estate.

Through its commercial lending subsidiaries, Pinnacle and Bridge, the Bank provides ~~equipment~~franchise and ~~franchise~~equipment 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~~portfolio includes franchise acquisition, expansion and equipment financing facilities, typically extended to experienced operators in well-established concepts. The franchise finance portfolio is made up primarily of quick service restaurant and fitness concepts comprising 43% and 52% of the portfolio, respectively, at March 31, 2024. The equipment finance division ~~provides~~portfolio includes primarily transportation equipment ~~financing through~~finance facilities utilizing a variety of loan and lease structures. ~~The Bank's SBF unit primarily originates SBA guaranteed commercial~~Franchise and ~~commercial real estate loans, generally selling~~equipment finance have been strategically de-emphasized due to their current risk/return profile, including the ~~guaranteed portion~~lack of significant deposit business with these customers. We do not expect significant new loan originations in ~~the secondary market and retaining the unguaranteed portion in portfolio. The Bank engages in mortgage warehouse lending on a national basis.~~these segments.

Residential mortgages

The following table ~~presents~~shows the ~~recorded investment in~~composition of residential loans ~~and direct finance leases held for investment for each of our national commercial lending platforms~~ at the dates indicated (in thousands):

September 30, 2017 December 31, 2016
Pinnacle $ 1,393,965
$ 1,317,820
Bridge - franchise finance 421,821
426,661
Bridge - transportation equipment finance 566,939
545,713
SBF 235,433
225,241
Mortgage warehouse lending 465,323
322,305
$ 3,083,481
$ 2,837,740


	March 31, 2024		December 31, 2023

1-4 single family residential	$	6,814,865	$	6,903,013
Government insured residential	1,242,107		1,306,014

	$	8,056,972	$	8,209,027

The ~~geographic concentration~~1-4 single family residential loan portfolio, excluding government insured residential loans, is primarily comprised of prime jumbo 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 March 31, 2024, $1.0 billion or 15% 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 upon default (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 ~~commercial~~sale of these loans ~~and direct financing leases in~~into new securitizations. The balance of buyout loans totaled $1.2 billion at March 31, 2024. The Company is not the ~~national platforms is summarized as follows~~servicer of these loans.

The following charts present the distribution of the 1-4 single family residential mortgage portfolio by product type at the dates ~~indicated. Amounts include premiums, discounts and deferred fees and costs~~indicated:


March 31, 2024						December 31, 2023

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):


	March 31, 2024				December 31, 2023

	Total		Percent of Total		Total		Percent of Total
California	$	2,128,701	31.2	%	$	2,171,802	31.5	%
New York	1,335,323		19.6	%	1,344,205		19.5	%
Florida	490,354		7.2	%	501,744		7.3	%
Illinois	354,915		5.2	%	358,512		5.2	%
Virginia	319,126		4.7	%	312,384		4.5	%
Others	2,186,446		32.1	%	2,214,366		32.0	%
	$	6,814,865	100.0	%	$	6,903,013	100.0	%

September 30, 2017 December 31, 2016
Florida $ 593,307
19.2 % $ 543,445
19.2 %
California 464,853
15.1 % 421,480
14.9 %
Arizona 171,321
5.6 % 133,549
4.7 %
Texas 161,662
5.2 % 118,122
4.2 %
Iowa 152,869
5.0 % 161,874
5.7 %
Virginia 131,041
4.2 % 138,417
4.9 %
All others (1) 1,408,428
45.7 % 1,320,853
46.4 %
$ 3,083,481
100.0 % $ 2,837,740
100.0 %

Operating lease equipment, net

Operating lease equipment, net declined by $43 million during the three months ended March 31, 2024 to $329 million as a result of disposals. We expect the balance of operating lease equipment to continue to decline as this product offering is no longer considered core to our business strategy.

The charts below present operating lease equipment by type at the dates indicated:


March 31, 2024
			December 31, 2023


~~(1)~~	~~No other state represented borrowers with more than 4.0% of loans outstanding at September 30, 2017 or December 31, 2016.~~

~~Equipment under Operating Lease~~ 678

~~Equipment under~~Bridge had exposure to the energy industry of $147 million at March 31, 2024. The majority of the energy exposure was in the operating lease ~~increased by $48~~equipment portfolio where energy exposure totaled $139 million, ~~to $588 million at September 30, 2017, from $540 million at December 31, 2016. The portfolio consisted~~consisting primarily of ~~5,424~~ railcars including hoppers, tank cars, boxcars, auto carriers, center beams and gondolas leased to North American commercial end-users. The portfolio also included non-commercial aircraft and other transport equipment. The largest concentrations of rail cars were 2,264 hopper cars and 1,683 tank cars, primarily used to ship sand andserving the petroleum ~~products, respectively, for the energy industry. Equipment with a carrying value of $288 million at September 30, 2017 was leased to companies for use in the energy~~ industry.

Asset Quality

In discussing asset quality, we distinguish between covered loans and non-covered loans. Although the risk profile of covered loans is higher than that of non-covered loans, our exposure to loss related to covered loans is significantly mitigated by the fair value basis recorded in these loans resulting from the application of acquisition accounting and by the Single Family Shared-Loss Agreement. At September 30, 2017, residential loans covered under the Single Family Shared-Loss Agreement totaled $538 million.Commercial Loans

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

Loan performance is monitored by our credit administration, portfolio management and workout and recovery departments. ~~Generally,~~Risk ratings are updated continuously; 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. ~~Additionally,~~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 independent 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. ~~Loans~~The special mention rating is considered a transitional rating for loans exhibiting potential credit weaknesses that ~~deserve management’s close attention and that if left uncorrected may~~could result in deterioration of ~~the~~ repayment ~~capacity of the borrower are categorized as special mention.~~prospects at some future date if not checked or corrected and that deserve management’s close attention. These borrowers may exhibit ~~negative financial trends~~declining cash flows or ~~erratic financial performance, strained liquidity, marginal collateral coverage, declining industry trends~~revenues or ~~weak management.~~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.

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

Although our assessment is ongoing and the results of that assessment are subject to change in the future, we do not currently believe the ability of the substantial majority of our borrowers to repay their loans or the value of the collateral securing those loans has been materially impacted by Hurricanes Irma and Harvey.

~~Non-covered Loans and Leases~~

~~Commercial Loans~~

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

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

September 30, 2017 December 31, 2016
Pass $ 15,505,587
$ 14,897,121
Special mention 150,899
72,225
Substandard ⁽¹⁾
376,540
304,713
Doubtful 5,816
11,518
$ 16,038,842
$ 15,285,577

~~(1)~~

The balance of substandard loans at September 30, 2017 and December 31, 2016 included $121 million and $138 million, respectively, of taxi medallion finance loans. Criticized and classified loans represented 3.3% of the commercial loan portfolio, of which 0.8% were taxi medallion loans, at September 30, 2017. See ~~Note 4~~ ~~to the consolidated financial statements for more detailed information about risk rating of commercial loans.~~

~~Taxi Medallion Finance~~


	March 31, 2024								December 31, 2023

	CRE		Percent of CRE Loans		Total Commercial		Percent of Commercial Loans			CRE		Percent of CRE Loans		Total Commercial		Percent of Commercial Loans
Pass	$	5,109,115	87.5	%	$	14,748,066	91.2	%		$	5,317,230	91.4	%	$	15,287,548	93.2	%
Special mention	139,980		2.4	%	357,800		2.2	%		97,552		1.7	%	319,905		1.9	%
Substandard accruing	577,418		9.9	%	966,129		6.0	%		390,724		6.7	%	711,266		4.3	%
Substandard non-accruing	12,258		0.2	%	83,511		0.5	%		13,727		0.2	%	86,903		0.5	%
Doubtful	—		—	%	13,822		0.1	%		—		—	%	19,035		0.1	%
	$	5,838,771	100.0	%	$	16,169,328	100.0	%		$	5,819,233	100.0	%	$	16,424,657	100.0	%

The ~~commercial and industrial loan portfolio includes exposure to taxi medallion finance of $121~~$255 million ~~at September 30, 2017. The estimated value of underlying taxi medallion collateral and liquidity~~increase in the ~~market~~substandard accruing category for ~~sales~~the quarter ended March 31, 2024 included $187 million of ~~medallions, a potential secondary source~~CRE, $115 million of ~~repayment, have declined significantly in recent years due~~which was office exposure (including construction loans). All of these loans continue to ~~competitive developments~~perform. Factors contributing to risk rating migration in the ~~transportation-for-hire industry. Due~~office portfolio included rent abatement periods, delays in completing build-out of leased space and in some cases what we expect to be temporarily lower occupancy levels. In the ~~ongoing trend~~current market, when office space is leased to new tenants, landlords frequently provide initial rent abatement periods. During these rent abatement periods, we do not include pro-forma rental payments to be made in the future under the terms of ~~declining estimated~~new leases, in operating cash flows ~~from~~for the operation of taxi medallions leading to declines in medallion valuations, the entire taxi medallion portfolio was placed on non-accrual status and risk rated substandard as of September 30, 2017. In addition, partial charge-offs were recognized on all taxi medallion loans with carrying values in excess of collateral values, determined using the cash flow template discussed below, to reduce the carrying value of those loans to this estimated collateral value.

We update our analysis of the cash flow generating capacity of the operation of New York City medallions on a regular basis using current available taxi industry data from which taxi medallion values and prospective debt service capacity are estimated. This analysis is based on an extensive data set obtained from the NYTLC and assumptions that we believe are reasonable estimates of fleet utilization and borrower expenses. We update our analysis of estimated medallion valuations on a quarterly basis, based on these cash flow capacity estimates. At September 30, 2017, our estimate of the value of New York City taxi medallions based on our cash flow template and consideration of estimated selling costs and declining trends in medallion values was $351,000 for both corporate and individual medallions. We used this value for purposes of determining ~~the partial charge-offs and the value of repossessed medallions. See Note 10 to the consolidated financial statements for~~risk ratings.

The following table provides additional information about special mention and substandard accruing loans at the ~~valuation of New York City taxi medallions.~~

~~The taxi medallion portfolio had the following characteristics at September 30, 2017:~~

~~Approximately 97% of the portfolio secured directly by taxi medallions was concentrated~~dates indicated (dollars in ~~New York City.~~

Loans delinquent by 30 days or more totaled $13.2 million or 11.0% of the portfolio, compared to $40.8 million or 22.8% of the portfolio at December 31, 2016. Loans delinquent by 90 days or more totaled $10.4 million or 8.7% of the portfolio, compared to $29.2 million or 16.4% of the portfolio at December 31, 2016. The most significant factor contributing to the decrease in delinquencies was one large relationship that was brought current and restructured in the first quarter.

~~The portfolio included~~ ~~173~~ ~~loans modified in TDRs with a recorded investment of~~ ~~$92.4 million~~thousands).

In the aggregate, the ALLL related to taxi medallion loans was 10.9% of the outstanding balance at September 30, 2017, compared to 6.0% at December 31, 2016. Charge-offs of $35.3 million and $47.1 million were recognized in the three and nine months ended September 30, 2017 related to taxi medallion loans.

We are no longer originating new taxi medallion loans. Our portfolio management strategies include, but are not limited to, working with borrowers experiencing cash flow challenges to provide short term relief and/or extended amortization periods, pro-actively attempting to refinance loans prior to maturity, continuing to monitor industry data and obtaining updated borrower and guarantor financial information. As taxi medallion loans approach maturity or are refinanced, we expect the number and amount of TDRs in this portfolio segment to continue to increase.

~~Hurricane Impact - Commercial Loans~~

Commercial loans totaling $1.9 million and $19.4 million had been modified or granted temporary payment deferrals as of September 30, 2017 and October 31, 2017, respectively, related to the recent hurricanes. Of these modifications and deferrals, none were determined to be TDRs due to the generally insignificant nature of the payment delays.

As of September 30 and October 31, 2017, respectively, commercial loans to borrowers that have significant business operations in or are secured by collateral in areas impacted by Hurricanes Irma and Harvey totaling approximately $4.7 million and $21.3 million were more than 30 days past due; $3.7 million All of these loans ~~were more than 30 days past due prior to~~are performing. Non-performing loans are discussed further in the ~~storms. Approximately $22.2 million of commercial loans have been downgraded to criticized or classified status through October 31, 2017 as a result of the impact of the storms.~~section entitled "Non-performing Assets" below.



	March 31, 2024				December 31, 2023
	Amortized Cost		% of Loan Segment			Amortized Cost		% of Loan Segment
Special mention:
CRE
Hotel	$	18,809	3.9	%		$	15,712	3.2	%
Retail	—		—	%		36,000		4.4	%

Office	95,595		5.3	%		45,840		2.6	%

Construction and land	25,576		4.8	%		—		—	%

	139,980					97,552
Owner occupied commercial real estate	6,691		0.3	%		22,150		1.1	%
Commercial and industrial	206,831		3.1	%		197,924		2.8	%

Franchise and equipment finance	—		—	%		2,279		1.2	%
Mortgage warehouse lending	4,298		0.9	%		—		—	%
	$	357,800				$	319,905

Substandard accruing:
CRE
Hotel	$	40,529	8.3	%		$	41,805	8.5	%
Retail	95,717		11.7	%		53,205		6.5	%
Multi-family	123,681		14.7	%		115,755		13.8	%
Office	196,317		11.0	%		100,307		5.7	%

Construction and land	118,434		22.4	%		76,883		15.5	%
Other	2,740		3.3	%		2,769		3.4	%
	577,418					390,724
Owner occupied commercial real estate	97,072		5.1	%		71,908		3.7	%
Commercial and industrial	244,323		3.6	%		208,984		3.0	%

Franchise and equipment finance	47,316		13.6	%		39,650		10.4	%


	$	966,129				$	711,266

~~Equipment Under Operating Lease~~

Four operating lease relationships with assets under lease with a carrying value totaling $81 million, of which $75 million were exposures to the energy industry, were internally risk rated special mention or substandard at September 30, 2017. The present value of remaining lease payments on these leases totaled approximately $22 million at September 30, 2017, of which $17 million were exposures to the energy industry. There have been no missed payments related to the operating lease portfolio to date. One relationship has been restructured to date, with no decrease in total minimum lease payments.

The ~~primary risks inherent~~following graphs present trends in criticized and classified loans by segment over the periods indicated (in millions):


Commercial Real Estate(1)						Commercial(1)(2)

(1)Excludes SBA

(2)Includes Pinnacle and franchise and equipment ~~leasing business are asset risk resulting from ownership of the equipment on operating lease~~finance

The following charts present criticized and credit risk. Asset risk arises from fluctuations in supply and demand for the underlying leased equipment. Railcars are long-lived equipment with useful lives of approximately 35-50 years. The equipment is leased to commercial end-users with original lease terms generally ranging from 3-9 years at September 30, 2017. We are exposed to the risk that,classified CRE loans by property type at the ~~end of the lease term, the value of the asset will be lower than expected, potentially resulting in reduced future lease income~~dates indicated (in millions):


March 31, 2024						December 31, 2023

The following graphs present delinquency trends by segment 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 operating lease assets or through impairment of asset carrying values.periods indicated (in millions):

~~Asset risk is evaluated~~


Commercial Real Estate						Commercial(1)

(1)Includes Pinnacle and ~~managed by a dedicated internal staff of asset managers, managed by seasoned~~franchise and 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, 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. 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 lower 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 only to high credit quality obligors.

~~We expect our operating lease portfolio to continue to grow, and we may expand into other asset classes.~~

Based on our initial analysis of the location and condition of equipment under operating lease, we do not currently believe there has been any significant damage to such equipment or to the ongoing operations of lessees from Hurricanes Irma and Harvey.

Residential ~~and Other Consumer~~ Loans

~~The majority of~~Excluding government insured loans, our ~~non-covered~~ residential ~~mortgage~~ portfolio consists largely of ~~loans purchased through established correspondent channels. In general, we purchase~~ performing jumbo mortgage loans ~~which have~~with FICO scores above 700, primarily ~~are~~ owner-occupied and full documentation, ~~and have a~~with current ~~LTV~~LTV's of 80% or ~~less although loans~~less. 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.

~~The following tables show~~We have a dedicated residential credit risk management function, and the ~~distribution~~residential portfolio is monitored by our internal credit review function. Residential mortgage loans are not individually risk rated. Delinquency status is the primary measure we use to monitor the credit quality of ~~non-covered~~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 ~~original~~ FICO distribution, LTV distribution and ~~LTV as~~vintage at March 31, 2024:

FICO Distribution

LTV Distribution

Vintage

The following graph present delinquency trends for residential loans, excluding government insured residential loans, over the periods indicated (in millions):


Residential

FICO scores are generally updated semi-annually and were most recently updated in the first quarter of 2024. LTVs are typically based on valuation at origination since we do not routinely update residential appraisals.

At March 31, 2024, the majority of the ~~dates indicated:~~

September 30, 2017
FICO
LTV 720 or less 721 - 740 741 - 760 761 or
greater Total
60% or less 2.4 % 2.8 % 4.6 % 20.4 % 30.2 %
60% - 70% 2.3 % 2.6 % 3.5 % 14.6 % 23.0 %
70% - 80% 3.5 % 4.4 % 7.9 % 27.2 % 43.0 %
More than 80% 0.6 % 0.5 % 0.6 % 2.1 % 3.8 %
8.8 % 10.3 % 16.6 % 64.3 % 100.0 %

December 31, 2016
FICO
LTV 720 or less 721 - 740 741 - 760 761 or
greater Total
60% or less 2.5 % 3.2 % 4.7 % 21.7 % 32.1 %
60% - 70% 2.3 % 2.7 % 3.6 % 15.1 % 23.7 %
70% - 80% 3.2 % 4.3 % 8.0 % 26.1 % 41.6 %
More than 80% 0.7 % 0.3 % 0.4 % 1.2 % 2.6 %
8.7 % 10.5 % 16.7 % 64.1 % 100.0 %

~~At September 30, 2017, the non-covered~~ 1-4 single family residential loan portfolio, ~~had the following characteristics: substantially all were full documentation with a weighted-average FICO score of 765 and a weighted-average LTV of 66.6%. The majority of this portfolio~~excluding government insured residential loans, was owner-occupied, with ~~87.9%~~80% primary residence, ~~8.3%~~5% second homes and ~~3.8%~~15% investment properties. ~~In terms of vintage, 22.2%~~

Note 4 to the consolidated financial statements presents additional information about key credit quality indicators and delinquency status of the ~~portfolio was originated pre-2014, 13.1%~~loan portfolio.

Operating Lease Equipment, net

Operating leases with a carrying value of assets under lease totaling $24 million were internally risk rated substandard at March 31, 2024. On a quarterly basis, management performs an impairment analysis on assets with indicators of potential impairment. Potential impairment indicators include evidence of changes in ~~2014, 22.2% in 2015, 26.0% in 2016 and 16.5% in 2017.~~

~~Non-covered 1-4 single family residential loans past due more than 30 days totaled $17.1 million and $12.7 million~~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 ~~September 30, 2017 and December 31, 2016, respectively. The~~an amount ~~of these loans 90 days or more past due was $2.7 million and $2.1 million at September 30, 2017 and December 31, 2016, respectively.~~

~~Hurricane Impact- Residential loans~~

The following table presents information related to 1-4 single family residential mortgages with borrowers and/or collateral located in areas impacted by Hurricanes Irma and Harvey, at the dates indicated (in thousands):

September 30, 2017 October 31, 2017
Past due more than 30 days:
Covered loans $ 14,669
$ 13,454
Total $ 20,099
$ 21,350
Granted temporary payment deferrals:
Covered loans $ 14,807
$ 16,983
Total $ 24,772
$ 25,969

~~Other Consumer Loans~~

~~Substantially all consumer loans were current at September 30, 2017. At December 31, 2016, there~~potentially below its carrying value. There were no ~~delinquent consumer loans.~~impairment charges recognized during the three months ended March 31, 2024 and 2023.

~~Covered Loans~~

At September 30, 2017, residential ACI loans totaled $476 million and residential non-ACI loans totaled $62 million, including premiums, discounts and deferred fees and costs. All of these loans are covered under the Single Family Shared-Loss Agreement.

Covered residential loans were placed into homogenous pools at the time of the FSB Acquisition and the ongoing credit quality and performance of these loans is monitored on a pool basis. We monitor the pools quarterly to determine whether any changes have occurred in expected cash flows that would be indicative of impairment or necessitate reclassification between non-accretable difference and accretable yield. At September 30, 2017, accretable yield on residential ACI loans totaled $511 million and non-accretable difference related to those loans totaled $227 million.

At September 30, 2017, the recorded investment in non-ACI 1-4 single family residential loans was $24.6 million; $1.6 million or 6.6% of these loans were 30 days or more past due and $0.9 million or 3.8% of these loans were 90 days or more past due. At September 30, 2017, the recorded investment in ACI 1-4 single family residential loans totaled $470.3 million; $34.2 million or 7.3% of these loans were delinquent by 30 days or more and $17.6 million or 3.7% were delinquent by 90 days or more.

At September 30, 2017, non-ACI home equity loans and lines of credit had an aggregate recorded investment of $37.4 million; $4.1 million or 11.1% of these loans were 30 days or more past due and $2.4 million or 6.3% were 90 days or more past due. ACI home equity loans and lines of credit had a carrying amount of $5.6 million at September 30, 2017; 13.5% of these loans were delinquent by 30 days or more.

Home equity lines of credit generally provide that payment terms be reset after an initial contractual period of interest only payments, requiring the pay down of principal through balloon payments or amortization. Additional information regarding ACI and non-ACI home equity lines of credit at September 30, 2017 is summarized as follows:

ACI Non-ACI
Loans resetting from interest only:

Previously reset 72.3 % 51.5 %
Scheduled to reset within 12 months 2.5 % 5.5 %
Scheduled to reset after 12 months 25.2 % 43.0 %
100.0 % 100.0 %
Lien position:

First liens 10.3 % 18.8 %
Second or third liens 89.7 % 81.2 %
100.0 % 100.0 %

The Company's exposure to loss related to covered loans is significantly mitigated by the Single Family Shared-Loss Agreement and by the fair value basis recorded in these assets resulting from the application of acquisition accounting. Management regularly evaluates the impact of resets of interest only loans on default rates for the covered home equity portfolio.

~~Impaired Loans and~~ Non-Performing Assets

Non-performing assets generally consist of (i) non-accrual loans, ~~including loans that have been modified in TDRs and placed on non-accrual status,~~ (ii) accruing loans that are more than 90 days contractually past due as to interest or principal, excluding ~~ACI~~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~~other non-performing assets. Impaired loans also typically include loans modified in TDRs that are accruing and ACI loans or pools for which expected cash flows at acquisition (as adjusted for any additional cash flows expected to be collected arising from changes in estimates after acquisition) have been revised downward since acquisition, other than due to changes in interest rate indices and prepayment assumptions.

The following ~~tables summarize~~table presents information about the Company's ~~impaired~~non-performing loans and non-performing assets at the dates indicated (dollars in thousands):


	March 31, 2024			December 31, 2023
Non-accrual loans:
Commercial:
Non-owner occupied commercial real estate	$	12,258		$	13,727

Owner occupied commercial real estate	12,519			13,626
Commercial and industrial	49,926			54,907

Franchise and equipment finance	22,630			23,678
Total commercial loans	97,333			105,938
Residential	17,847			20,513
Total non-accrual loans	115,180			126,451
Loans past due 90 days and still accruing	593			593
Total non-performing loans	115,773			127,044
OREO and other non-performing assets	3,168			3,536
Total non-performing assets	$	118,941		$	130,580

Non-performing loans to total loans (1)	0.48		%	0.52		%
Non-performing assets to total assets (1)	0.34		%	0.37		%
ACL to total loans	0.90		%	0.82		%
Commercial ACL to commercial loans (2)	1.42		%	1.29		%
ACL to non-performing loans	187.92		%	159.54		%
Net charge-offs to average loans (3)	0.02		%	0.09		%

September 30, 2017 December 31, 2016
Covered
Assets Non-Covered
Assets Total
Covered
Assets

Non-Covered
Assets
Total
Non-accrual loans
Residential and other consumer:
1 - 4 single family residential $ 934
$ 1,890
$ 2,824
$ 918
$ 566
$ 1,484
Home equity loans and lines of credit 2,369
—
2,369
2,283
—
2,283
Other consumer loans —
332
332
—
2
2
Total residential and other consumer loans 3,303
2,222
5,525
3,201
568
3,769
Commercial:
Non-owner occupied commercial real estate —
9,930
9,930
—
559
559
Construction and land —
1,238
1,238
—
1,238
1,238
Owner occupied commercial real estate —
21,455
21,455
—
19,439
19,439
Commercial and industrial

Taxi medallion loans —
120,572
120,572
—
60,660
60,660
Other commercial and industrial —
27,569
27,569
—
16,036
16,036
Commercial lending subsidiaries —
16,625
16,625
—
32,645
32,645
Total commercial loans —
197,389
197,389
—
130,577
130,577
Total non-accrual loans 3,303
199,611
202,914
3,201
131,145
134,346
Non-ACI and new loans past due 90 days and still accruing —
846
846
—
1,551
1,551
Total non-performing loans 3,303
200,457
203,760
3,201
132,696
135,897
OREO 4,114
1,661
5,775
4,658
4,882
9,540
Repossessed assets —
2,457
2,457
—
3,551
3,551
Total non-performing assets 7,417
204,575
211,992
7,859
141,129
148,988
Impaired ACI loans and pools on accrual status 5,640
—
5,640
—
1,335
1,335
Performing TDRs

Taxi medallion loans —
—
—
—
36,848
36,848
Other 10,786
19,365
30,151
11,166
26,282
37,448
Total impaired loans and non-performing assets $ 23,843
$ 223,940
$ 247,783
$ 19,025
$ 205,594
$ 224,619

Non-performing loans to total loans ^{(1) (3)}
1.00 % 0.99 % 0.71 % 0.70 %
Non-performing assets to total assets ⁽²⁾
0.69 % 0.72 % 0.51 % 0.53 %
ALLL to total loans ⁽¹⁾
0.77 % 0.77 % 0.80 % 0.79 %
ALLL to non-performing loans 76.69 % 77.82 % 113.68 % 112.55 %
Net charge-offs to average loans ^{(4) (5)}
0.40 % 0.39 % 0.13 % 0.13 %


~~(1)~~			~~Total loans for purposes of calculating these ratios include premiums, discounts and deferred fees and costs.~~


~~(2)~~	~~Ratio for non-covered assets is calculated as non-performing non-covered assets to total assets.~~


~~(3)~~	~~Non-performing taxi medallion loans comprised 0.60% and 0.32% of total non-covered loans at September 30, 2017 and December 31, 2016, respectively.~~


~~(4)~~	~~Annualized for September 30, 2017.~~


~~(5)~~	~~The annualized ratio of charge-offs of taxi medallion loans to average non-covered loans was 0.33% and 0.06% for the nine months ended September 30, 2017 and the year ended December 31, 2016.~~

(1) Non-performing loans and assets include the guaranteed portion of non-accrual SBA loans totaling $40.0 million or 0.16% of total loans and 0.11% of total assets, at March 31, 2024, and $41.8 million or 0.17% of total loans and 0.12% of total assets, at December 31, 2023.

(2) For purposes of this ratio, commercial loans includes the C&I and CRE sub-segments, as well as franchise and equipment finance. Due to their unique risk profiles, MWL and municipal finance are excluded from this ratio.

(3) Annualized for the three months ended March 31, 2024.

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 90 days or more was $255 million and $277 million at March 31, 2024 and December 31, 2023, respectively.

The ~~increases~~following graphs present trends in ~~the~~ non-performing loans to total loans and non-performing assets to total assets ~~ratios at September 30, 2017 compared to December 31, 2016 were primarily attributable to~~over the ~~increase~~periods indicated, as well as trends in ~~non-accrual taxi medallion loans. The decrease in the ALLL to~~net charge-offs. Levels of non-performing loans ~~ratio at September 30, 2017 compared~~ to ~~December 31, 2016 was primarily attributable to increased charge-offs of taxi medallion loans during the three months ended September 30, 2017.~~

~~Contractually delinquent ACI loans with remaining accretable yield are not reflected as non-accrual~~total loans and ~~are not considered to be~~ non-performing assets ~~because accretion continues~~ to ~~be recorded~~total assets remain below pre-pandemic levels.


Non-Performing Loans to Total Loans						Non-Performing Assets to Total Assets


Net Charges-Offs to Average Loans

The following graph presents the trend in ~~income. Accretion continues to be recorded as long as there is an expectation of future cash flows in excess of carrying amount from these loans. The carrying value of ACI~~non-performing loans ~~contractually delinquent~~ by ~~more than 90 days but on which income was still being recognized was $18 million and $16 million at September 30, 2017 and December 31, 2016, respectively.~~portfolio segment over the periods indicated (in millions):

~~New commercial~~ 1532

Commercial loans are placed on non-accrual status when (i) management has determined that full repayment of all contractual principal and interest is in doubt, or (ii) the loan is past due 90 days or more as to principal or interest unless the loan is well secured and in the process of collection. ~~New and non-ACI residential and consumer~~Residential loans, other than government insured pool buyout loans, are generally placed on non-accrual status when 90they are 60 days ~~of interest is due and unpaid.~~past due. Additionally, certain residential loans not contractually delinquent but in forbearance may be placed on non-accrual status at management's discretion. 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 9060 days ~~of interest is due and unpaid.~~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.

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

~~The following table summarizes loans modified in TDRs at September 30, 2017 (dollars in thousands):~~

Number of TDRs Recorded Investment Related Specific Allowance
Residential and other consumer:
Covered 59
$ 11,721
$ 1,024
Non-covered 9
912
71
Commercial:
Taxi medallion loans 173
92,370
10,505
Other 30
72,702
10,581
271
$ 177,705
$ 22,181

~~Potential Problem Loans~~

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 that, if not remedied, may lead to a downgrade to non-accrual status and identification as impaired in the near-term. Substandard accruing commercial loans totaled $185 million at September 30, 2017, substantially all of which were current as to principal and interest at September 30, 2017.

Loss Mitigation Strategies

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

WeOur servicers evaluate each residential loan in default to determine the most effective loss mitigation strategy, which may be modification, short sale, or ~~foreclosure. Through~~foreclosure, and pursue the program's expiration on December 31, 2016, we offered loan modifications under the HAMP program to eligible borrowers in the residential portfolio. HAMP is a uniform loan modification process that provides eligible borrowers with sustainable monthly mortgage payments equal to a target 31% of their gross monthly income. We began offering a new modification program in late 2016 modeled after the FNMA standard modification program.

~~In addition~~alternative most suitable to the ~~modification programs discussed above, we offer a proprietary Subordinate Lien Modification Program for home equity loans~~consumer and ~~lines of credit. This provides BankUnited~~to mitigate losses to the ~~ability to offer a modification on loans covered under the Single Family Shared-Loss Agreement that are subordinate to either a BankUnited first lien or a first lien from another lender.~~Bank.

Analysis of the Allowance for ~~Loan and Lease~~Credit Losses

The ALLL relates to (i) new loans, (ii) estimated additional losses arising on non-ACI loans subsequent to the FSB Acquisition, and (iii) impairment recognized as a result of decreases in expected cash flows on ACI loans due to further credit deterioration. The impact of any additional provision for losses on covered loansACL is ~~significantly mitigated by an increase in the FDIC indemnification asset. The determination~~management's estimate of the amount of expected credit losses over the ~~ALLL~~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 ~~by nature, highly~~ complex and ~~subjective. Future events~~requires extensive judgment by management about matters that are inherently ~~uncertain could result in material changes to the~~uncertain. Given a level of continued uncertainty about the ~~ALLL. General~~general economy, evolving dynamics in some segments of the commercial real estate market, particularly the office sector, the complexity of the ACL estimate and level of management judgment required, we believe it is possible that the ACL estimate could change, potentially materially, in future periods. If commercial real estate market dynamics in our primary markets worsen beyond our current expectations, the ACL and the provision for credit losses will increase in the future. Changes in the ACL may result from changes in current economic conditions including but not limited to ~~unemployment~~unanticipated changes in interest rates ~~the level of business investment~~or inflationary pressures, changes in our economic forecast, loan portfolio composition, commercial and ~~growth,~~residential real estate ~~values, vacancy rates~~market dynamics and ~~rental rates in our primary market areas, the level of interest rates, and a variety of~~ other ~~factors~~circumstances not currently known to us that ~~affect the ability of borrowers’ businesses to generate cash flows sufficient to service their debts will~~may impact the ~~future performance~~financial condition and operations of ~~the portfolio.~~ our borrowers, among other factors.

~~New and non-ACILoans~~

~~Residential and other consumer~~

Due to the lack of similarity between the risk characteristics of new loans and covered loans in the residential and home equity portfolios, management does not believe it is appropriate to use the historical performance of the covered residential mortgage portfolio asExpected credit losses are estimated on a collective basis for calculating the ALLL applicable to new loans. The new loan portfolio has not yet developed an observable loss trend. Therefore, the ALLL for new residential loans is based primarily on relevant proxy historical loss rates. The ALLL for new 1-4 single family residential loans is estimated using average annual loss rates on prime residential mortgage securitizations issued between 2003 and 2008 as a proxy. Based on the comparabilitygroups of FICO scores and LTV ratios between loans included in those securitizations and loans in the Bank’s portfolio and the geographic diversity in the new purchased residential portfolio, we determined that prime residential mortgage securitizations provide an appropriate proxy for incurred losses in this portfolio class. A peer group 16-quarter average net charge-off rate is used to estimate the ALLL for the new home equity and other consumer loan classes. See further discussion of the use of peer group loss factors below. The new home equity and other consumer loan portfolios are not significant components of the overall loan portfolio.

Based on an analysis of historical performance, OREO and short sale losses, recent trending data and other internal and external factors, we have concluded that historical performance by portfolio class is the best indicator of incurred loss for the non-ACI 1-4 single family residential and home equity portfolio classes. For each of these portfolio classes, a quarterly roll rate matrix is calculated by delinquency bucket to measure the rate at which loans move from one delinquency bucket to the next during a given quarter. An average 16-quarter roll rate matrix is used to estimate the amount within each delinquency bucket expected to roll to 120+ days delinquent. We assume no cure for those loans that are currently 120+ days delinquent. Loss severity given default is estimated based on internal data about OREO sales and short sales from the portfolio. The ALLL calculation incorporates a 100% loss severity assumption for home equity loans that are projected to roll to default. For non-ACI residential loans, the allowance is initially calculated based on UPB. The total of UPB less the calculated allowance is then compared to the carrying amount of the loans, net of unamortized credit related fair value adjustments established at acquisition. If the calculated balance net of the allowance is less than the carrying amount, an additional allowance is established. Any increase or decrease in the allowance for non-ACI residential loans will result in a corresponding increase or decrease in the FDIC indemnification asset.

~~Commercial~~

~~The allowance is comprised of specific reserves for loans that are individually evaluated and determined to be impaired as well as general reserves for loans that have not been identified as impaired.~~

Commercial relationships graded substandard or doubtful and on non-accrual status with committed credit facilities greater than or equal to $1.0 million as well as loans modified in TDRs are individually evaluated for impairment. Other commercial

relationships on non-accrual status with committed balances under $1.0 million may also be evaluated for impairment, at management's discretion. For loans evaluated individually for impairment and determined to be impaired, a specific allowance is established based on the present value of expected cash flows discounted at the loan’s effective interest rate, the estimated fair value of the loan, or the estimated fair value of collateral less costs to sell. We recognized partial charge-offs at September 30, 2017 on taxi medallion loans all of which are risk-rated substandard and on non-accrual status, as necessary to reduce the carrying value of the loans to our estimate of the value of New York City taxi medallions based on our cash flow template. Additionally, a specific allowance was recognized equal to the amount by which each loan exceeded 85% of the estimated value, in recognition of the continued declining trend in cash flows and lower prices observed on certain recent taxi medallion transfers. The amount of this specific allowance was determined based on management's judgment.

We believe that loans rated special mention, substandard or doubtful that are not individually evaluated for impairment exhibit characteristics indicative of a heightened level of credit risk. We apply a quantitative loss factor for loans rated special mention based on average annual probability of default and implied severity, derived from internal and external data. Loss factors for substandard and doubtful loans that are not individually evaluated are determined by using default frequency and severity information applied at the loan level. Estimated default frequencies and severities are based on available industry data. In addition, we apply a floor to these calculated loss factors, based on the loss factor applied to the special mention portfolio.

Since the majority of the new commercial loan portfolio is not yet seasoned enough to exhibit a loss trend, the quantitative loss factors for a majority of pass rated new commercial loans is based on peer group average annual historical net charge-off rates by loan class and the Company’s internal creditshare similar risk ~~rating system. Beginning in the first quarter of 2017, we revised the source of quantitative loss factors for certain loans, as follows:~~

Given the emergence of observable loss trends, the quantitative loss factors for the taxi medallion and Bridge portfolios are based on the Company’s average historical net charge-off rates. Beginning in the third quarter of 2017, all taxi medallion loans are individually evaluated for impairment as described above.

The general quantitative loss factor for municipal finance receivables is based on the portfolio's external ratings and Moody's historical transition matrix, as opposed to the historical cumulative default curve for municipal obligations that was used previously.

characteristics. For loans that do not share similar risk characteristics with other loans such as collateral dependent loans, expected credit losses are ~~partially guaranteed by~~estimated on an individual basis. Expected credit losses are estimated over the ~~SBA, the loss factor applied to the non-guaranteed portion of these loans is based on the 16-quarter average charge-off rate published by the SBA for each program~~

~~Mortgage warehouse loans have been segregated for the purpose of determining a quantitative loss factor, to better recognize the risk profile of this portfolio segment.~~

~~The net impact of these changes on the ALLL was not material.~~

The peer group used to calculate the average annual historical net charge-off rates that form the basis for our general reserve calculations for the majority of new commercial, home equity and consumer loans is made up of the banks included in the OCC Midsize Bank Group plus two additional banks in the New York region that management believes to be comparable based on size and nature of lending operations. The OCC Midsize Bank Group primarily includes commercial banks with total assets ranging from $10 - $50 billion and included 28 banks at September 30, 2017. Peer bank data is obtained from the Statistics on Depository Institutions Report published by the FDIC for the most recent quarter available. These banks, as a group, are considered by management to be comparable to BankUnited in size, nature of lending operations and loan portfolio composition. We evaluate the composition of the peer group annually, or more frequently if, in our judgment, a more frequent evaluation is necessary. Our internal risk rating system comprises 13 credit grades; grades 1 through 8 are “pass” grades. The risk ratings are driven largely by debt service coverage. Peer group historical loss rates are adjusted upward for loans assigned a lower “pass” rating.

We use a 16-quarter loss experience period to calculate peer group average annual net charge-off rates for commercial loans. We believe this look-back period to be consistent with the range of industry practice and appropriate to capture a sufficient range of observations reflecting the performance of our loans, most of which were originated in the current economic cycle. Prior to the third quarter of 2017, we used a four-quarter loss experience period for the taxi medallion portfolio to recognize the recent deterioration in that portfolio. We use a 14-quarter loss experience period for the Bridge portfolios, reflective of the period over which an observable loss trend began to emerge.

With the exception of the Pinnacle municipal finance portfolio, a four quarter loss emergence period is used in the calculation of general reserves. A twelve quarter loss emergence period is used in the calculation of general reserves for the Pinnacle portfolio.

~~Qualitative Factors~~

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

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

~~Changes in the nature of the portfolio and~~contractual terms of the loans, ~~specifically including the volume~~adjusted for expected prepayments, generally excluding expected extensions, renewals, and ~~nature of policy and procedural exceptions;~~

~~Portfolio growth trends;~~

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

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

~~Changes in the value of underlying collateral;~~

~~Quality of risk ratings, as evaluated by our independent credit review function;~~

~~Credit concentrations;~~

~~Changes in and experience levels of credit administration management and staff; and~~

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

~~ACILoans~~modifications.

For ~~ACI~~the substantial majority of portfolio segments and subsegments, including residential loans ~~a valuation allowance is established when periodic evaluations of~~other than government insured loans, and most commercial and commercial real estate loans, expected cash flows reflect a deterioration resulting from credit related factors from the level of cash flows that were estimated to be collected at acquisition plus any additional expected cash flows arising from revisions in those estimates. We perform a quarterly analysis of expected cash flows for ACI loans.

~~Expected cash flows~~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 ~~a pool basis for ACI 1-4 single family residential~~the reasonable and ~~home equity loans. The analysis of expected pool cash flows incorporates updated~~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 expected prepayment rate, default rate, delinquency level and loss severity given default assumptions. Prepayment, delinquency and default curves are derived primarily from roll rates generated from the historical performance of the portfolio over the immediately preceding four quarters. Loss severity given default assumptions are generated from the historical performance of the portfolio over the immediately preceding four quarters, while loss severity from loan sales is generated from historical performance over the immediately preceding twelve quarters. Estimates of default probability and loss severity given default also incorporate updated LTV ratios, at the loan level, based on Case-Shiller Home Price Indices for the relevant MSA. Costs and fees represent an additional component of loss on default and are projected based on historical experience over the last three years. The ACI home equity roll rates include the impact of delinquent, related senior liens and loansprepayments, to ~~borrowers who have not reaffirmed their debt discharged in Chapter 7 bankruptcy.~~

Our projected cash flow analysis reflected a decrease in expected cash flows due to credit related factors for the home equity ACI pool; therefore, a provision for loan losses of $1.8 million was recorded for the nine months ended September 30, 2017, along with a corresponding increase in the FDIC indemnification asset of $1.4 million. No ALLL related to 1-4 single family residential ACI pools was recorded at September 30, 2017. No ALLL related to 1-4 single family residential and home equity ACI pools was recorded at December 31, 2016.

~~The primary assumptions underlying~~generate estimates of expected ~~cash flows~~loss. For criticized or classified loans, PDs are adjusted to benchmark PDs established for ~~ACI commercial loans are default~~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 ~~severity of loss given default. Assessments of default probability~~MSA level variables and ~~severity are based on net realizable value analyses prepared at the individual loan level. Based on our analysis, no ALLL related to ACI commercial loans was recorded at September 30, 2017 or~~data points. At March 31, 2024 and December 31, ~~2016.~~ 2023, we used a combination of weighted third-party provided economic scenarios in calculating the quantitative portion of the ACL. Each of these externally provided scenarios in fact represents the result of a probability weighting of thousands of individual scenario paths.

See Note 1 to the consolidated financial statements of the Company's 2023 Annual Report on Form 10-K for more detailed information about our ACL methodology and related accounting policies.

The following ~~tables provide~~table provides an analysis of the ~~ALLL,~~ACL, provision for ~~loan~~(recovery of) credit losses related to the funded portion of loans and net charge-offs by loan segment for the periods indicated ~~(in~~(dollars in thousands):


	CRE			C&I(2)			Pinnacle - municipal Finance			Franchise and Equipment Finance			Residential			Total
















Balance at December 31, 2022	$	24,751		$	97,190		$	173		$	14,091		$	11,741		$	147,946
Impact of adoption of ASU 2022-02	—			(1,671)			—			(6)			(117)			(1,794)
Balance at January 1, 2023	24,751			95,519			173			14,085			11,624			146,152
Provision for (recovery of) credit losses	1,298			16,174			5			(52)			170			17,595
Charge-offs	(35)			(1,597)			—			(6,267)			—			(7,899)
Recoveries	31			2,886			—			24			3			2,944
Balance at March 31, 2023	$	26,045		$	112,982		$	178		$	7,790		$	11,797		$	158,792

Balance at December 31, 2023	$	41,338		$	142,622		$	243		$	10,855		$	7,631		$	202,689
Provision for (recovery of) credit losses	20,176			(2,725)			(23)			(649)			(974)			15,805
Charge-offs	(486)			(4,076)			—			(790)			(34)			(5,386)
Recoveries	50			4,394			—			—			4			4,448
Balance at March 31, 2024	$	61,078		$	140,215		$	220		$	9,416		$	6,627		$	217,556

Net Charge-offs to Average Loans (1)

Three Months Ended March 31, 2023	—		%	(0.06)		%	—		%	5.81		%	—		%	0.08		%
Three Months Ended March 31, 2024	0.03		%	(0.01)		%	—		%	0.87		%	—		%	0.02		%

Nine Months Ended September 30, 2017
Covered Loans
Non-Covered Loans ACI Loans Non-ACI Loans Total
Balance at December 31, 2016 $ 150,853
$ —
$ 2,100
$ 152,953
Provision for (recovery of) loan losses:
1-4 single family residential (4 ) —
212
208
Home equity loans and lines of credit —
1,812
714
2,526
Other consumer loans (48 ) —
—
(48 )
Multi-family (3,303 ) —
—
(3,303 )
Non-owner occupied commercial real estate 4,032
—
—
4,032
Construction and land (9 ) —
—
(9 )
Owner occupied commercial real estate 4,884
—
—
4,884
Commercial and industrial
Taxi medallion loans 49,604
—
—
49,604
Other commercial and industrial 9,338
—
(45 ) 9,293
Commercial lending subsidiaries (8,614 ) —
—
(8,614 )
Unallocated 5,000
—
—
5,000
Total Provision 60,880
1,812
881
63,573
Charge-offs:
Home equity loans and lines of credit —
—
(55 ) (55 )
Non-owner occupied commercial real estate (162 ) —
—
(162 )
Owner occupied commercial real estate (1,164 ) —
—
(1,164 )
Commercial and industrial
Taxi medallion loans (47,141 ) —
—
(47,141 )
Other commercial and industrial (12,567 ) —
—
(12,567 )
Commercial lending subsidiaries —
—
—
—
Total Charge-offs (61,034 ) —
(55 ) (61,089 )
Recoveries:
Home equity loans and lines of credit —
—
65
65
Other consumer loans 21
—
—
21
Owner occupied commercial real estate 2
—
—
2
Commercial and industrial
Other commercial and industrial 2,400
—
45
2,445
Commercial lending subsidiaries 603
—
—
603
Total Recoveries 3,026
—
110
3,136
Net Charge-offs: (58,008 ) —
55
(57,953 )
Balance at September 30, 2017 $ 153,725
$ 1,812
$ 3,036
$ 158,573

(1)Annualized.

(2)Includes mortgage warehouse lending.

Nine Months Ended September 30, 2016
Covered Loans
Non-Covered Loans ACI Loans Non-ACI Loans Total
Balance at December 31, 2015 $ 120,960
$ —
$ 4,868
$ 125,828
Provision for (recovery of) loan losses:
1-4 single family residential (324 ) —
23
(301 )
Home equity loans and lines of credit 2
—
(1,097 ) (1,095 )
Other consumer loans (98 ) —
—
(98 )
Multi-family 1,509
—
—
1,509
Non-owner occupied commercial real estate 7,563
—
—
7,563
Construction and land (980 ) —
—
(980 )
Owner occupied commercial real estate 4,854
—
—
4,854
Commercial and industrial
Taxi medallion loans 9,679
—
—
9,679
Other commercial and industrial 16,686
—
(45 ) 16,641
Commercial lending subsidiaries 4,677
—
—
4,677
Total Provision 43,568
—
(1,119 ) 42,449
Charge-offs:
1-4 single family residential —
—
(312 ) (312 )
Home equity loans and lines of credit —
—
(774 ) (774 )
Non-owner occupied commercial real estate (128 ) —
—
(128 )
Construction and land (93 ) —
—
(93 )
Owner occupied commercial real estate (2,615 ) —
—
(2,615 )
Commercial and industrial
Taxi medallion loans (4,235 ) —
—
(4,235 )
Other commercial and industrial (7,245 ) —
—
(7,245 )
Commercial lending subsidiaries (1,432 ) —
—
(1,432 )
Total Charge-offs (15,748 ) —
(1,086 ) (16,834 )
Recoveries:
Home equity loans and lines of credit —
—
77
77
Other consumer loans 18
—
—
18
Owner occupied commercial real estate 1,175
—
—
1,175
Commercial and industrial
Other commercial and industrial 440
—
45
485
Commercial lending subsidiaries 1,278
—
—
1,278
Total Recoveries 2,911
—
122
3,033
Net Charge-offs: (12,837 ) —
(964 ) (13,801 )
Balance at September 30, 2016 $ 151,691
$ —
$ 2,785
$ 154,476

The following ~~tables show~~table shows the distribution of the ~~ALLL, broken out between covered and non-covered loans,~~ACL at the dates indicated (dollars in thousands):

September 30, 2017
Covered Loans
Non-Covered Loans ACI Loans
Non-ACI
Loans
Total
%⁽¹⁾
Residential and other consumer:

1 - 4 single family residential $ 9,275
$ —
$ 393
$ 9,668
21.7 %
Home equity loans and lines of credit 7
1,812
2,643
4,462
0.2 %
Other consumer loans 90
—
—
90
0.1 %
9,372
1,812
3,036
14,220
22.0 %
Commercial:
Multi-family 21,706
—
—
21,706
16.3 %
Non-owner occupied commercial real estate 39,474
—
—
39,474
20.4 %
Construction and land 2,815
—
—
2,815
1.3 %
Owner occupied commercial real estate 15,146
—
—
15,146
9.5 %
Commercial and industrial
Taxi medallion loans 13,117
—
—
13,117
0.8 %
Other commercial and industrial 37,239
—
—
37,239
18.2 %
Commercial lending subsidiaries 9,856
—
—
9,856
11.5 %
139,353
—
—
139,353
78.0 %
Unallocated 5,000
—
—
5,000

$ 153,725
$ 1,812
$ 3,036
$ 158,573
100.0 %

December 31, 2016
Covered Loans
Non-Covered Loans ACI Loans
Non-ACI
Loans
Total
%⁽¹⁾
Residential and other consumer:

1 - 4 single family residential $ 9,279
$ —
$ 181
$ 9,460
20.6 %
Home equity loans and lines of credit 7
—
1,919
1,926
0.3 %
Other consumer loans 117
—
—
117
0.1 %
9,403
—
2,100
11,503
21.0 %
Commercial:
Multi-family 25,009
—
—
25,009
19.8 %
Non-owner occupied commercial real estate 35,604
—
—
35,604
19.3 %
Construction and land 2,824
—
—
2,824
1.6 %
Owner occupied commercial real estate 11,424
—
—
11,424
9.0 %
Commercial and industrial
Taxi medallion loans 10,655
—
—
10,655
0.9 %
Other commercial and industrial 38,067
—
—
38,067
16.6 %
Commercial lending subsidiaries 17,867
—
—
17,867
11.8 %
141,450
—
—
141,450
79.0 %
$ 150,853
$ —
$ 2,100
$ 152,953
100.0 %


	March 31, 2024				December 31, 2023
	Total		%(1)			Total		%(1)

Non-owner occupied commercial real estate	$	48,551	21.9	%		$	32,810	21.6	%
Construction and land	12,527		2.2	%		8,528		2.0	%
CRE	61,078					41,338

Owner occupied commercial real estate	17,369		7.9	%		17,642		7.9	%
Commercial and industrial(2)	122,846		29.8	%		124,980		30.1	%
Pinnacle - municipal finance	220		3.6	%		243		3.6	%
Franchise and equipment finance	9,416		1.4	%		10,855		1.5	%
	149,851					153,720
Residential	6,627		33.2	%		7,631		33.3	%
	$	217,556	100.0	%		$	202,689	100.0	%


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

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

(2)Includes mortgage warehouse lending.

The ~~ALLL~~following table presents the ACL as a percentage of loans at ~~September 30, 2017 included $5.4 million related~~the dates indicated, by portfolio sub-segment:


	March 31, 2024		December 31, 2023

Commercial:
CRE	1.05	%	0.71	%
C&I	1.62	%	1.60	%
Franchise and equipment finance	2.71	%	2.85	%
Total commercial (1)	1.42	%	1.29	%
Pinnacle - municipal finance	0.03	%	0.03	%
Residential and MWL	0.08	%	0.09	%
	0.90	%	0.82	%

ACL to non-performing loans	187.92	%	159.54	%

(1)For purposes of this ratio, commercial loans includes the C&I and CRE sub-segments, as well as franchise and equipment finance. Due to their unique risk profiles, MWL and municipal finance are excluded from this ratio.

Factors contributing to the ~~impact of Hurricanes Irma and Harvey. The ALLL includes $0.4 million related to loans that were downgraded~~change in the ACL during the three months ended ~~September 30, 2017 as a result~~March 31, 2024, are depicted in the chart below (dollars in millions):

Changes in the ACL during the three months ended March 31, 2024

As depicted in the chart above, the most significant drivers of the ~~hurricanes and a $5.0 million unallocated qualitative allowance.~~

~~Excluding~~increase in the ~~$5.0 million unallocated qualitative allowance relative to the impact of the hurricanes, the balance of the ALLL for non-covered loans at September 30, 2017 decreased slightly as compared to~~ACL from December 31, ~~2016. Decreases in quantitative loss factors applied~~2023, to ~~the majority of the commercial loan portfolio and net decreases in qualitative factors~~March 31, 2024, were ~~substantially offset by the impact of the growth of the loan portfolio and~~(i) an increase in reserves for criticized and classified loans, including taxi medallion loans. Factors influencing the change in the ALLL related to specific loan types at September 30, 2017 as compared to December 31, 2016, include:

The ALLL related to non-covered 1-4 single family residential loans did not change significantly. Increases related to growth in the corresponding portfolio were substantially offset by declines in both the applicable quantitative historical loss rate and qualitative reserves.

~~A decrease of $3.3 million for multi-family loans primarily reflects decreases in quantitative loss factors, the decline in the corresponding portfolio and a net decrease~~ in qualitative loss factors, ~~offset in part by an increase in criticized~~with the majority related to office CRE and ~~classified loans.~~

~~An increase of~~ ~~$3.9 million~~ ~~for non-owner occupied commercial real estate loans was primarily driven by the growth of the corresponding portfolio and an increase in criticized and classified loans,~~(ii) risk rating migration, partially offset by ~~a decrease~~(iii) an overall improvement in ~~quantitative loss factors.~~

~~An increase~~current economic conditions and the economic forecast. At March 31, 2024, the ratio of ~~$3.7 million for owner occupied commercial real estate~~the ACL to loans was ~~primarily attributable~~0.90% compared to ~~increases~~0.82% at December 31, 2023. The ACL to loans ratio for commercial portfolio sub-segments including C&I, CRE, and franchise and equipment finance was 1.42% at March 31, 2024 and the ACL to loans ratio for CRE office loans was 2.26%. Further discussion of changes in ~~specific reserves~~the ACL for ~~impaired loans and to a lesser extent,~~select portfolio sub-segments follows:

•The ACL for the ~~growth of the corresponding portfolio.~~

~~An increase of $2.5~~CRE portfolio sub-segment increased by $19.7 million ~~for taxi medallion loans reflects the specific reserves recognized at September 30, 2017, as discussed previously. Increases in reserves were limited due to the level of charge-offs recognized~~ during the ~~nine~~three months ended ~~September 30, 2017.~~

~~A decrease~~March 31, 2024, from 0.71% to 1.05% of ~~$0.8 million~~loans. The most significant reasons for ~~other commercial and industrial loans was primarily driven by a decrease in reserves for impaired and other classified loans, primarily due to net charge-offs, offset by growth~~the increase in the ~~corresponding portfolio.~~

A ~~$8.0 million~~ ~~decrease~~ACL for ~~commercial lending subsidiaries primarily reflects decreases in quantitative loss factors for the municipal finance receivables and decreases~~this segment were an increase in qualitative loss factors, related primarily to ~~portfolio~~office CRE, and risk rating migration.

•For the commercial and industrial sub-segment, including owner-occupied commercial real estate, the ACL coverage ratio increased from 1.60% to 1.62% of loans. This increase was primarily driven by risk rating migration and qualitative loss factors, partially offset by an improved economic forecast.

•The ACL for the residential segment decreased by $1.0 million during the three months ended March 31, 2024, from 0.09% to 0.08% of loans primarily due to the improved economic forecast.

The estimate of the ACL at March 31, 2024, was informed by forecasted economic scenarios published in March 2024, a wide variety of additional economic data, information about borrower financial condition and collateral values and other relevant information. The quantitative portion of the ACL at March 31, 2024, was modeled using a weighting of baseline, downside and upside third-party economic scenarios, with the highest weighting ascribed to the baseline scenario and lower weightings ascribed equally to the downside and upside scenarios. The economic variables that impacted the ACL for the three months ended March 31, 2024, included assumptions about interest rates and spreads, commercial property forecasts, the forecasted trajectory of regional unemployment and performance of the stock market.

Some of the high level data points informing the baseline scenario, which was the scenario most heavily weighted, used in estimating the quantitative portion of the ACL at March 31, 2024, included:

•Labor market assumptions, which reflected national unemployment peaking at 4.1% and

•Annualized growth ~~trends~~in national GDP troughing at 1.3% in the baseline.

The above unemployment and ~~credit concentrations.~~

GDP growth assumptions are provided to give a high level overview of the nature and severity of the baseline economic forecast scenario used in estimating the ACL. Numerous additional variables and assumptions not explicitly stated, including but not limited to detailed commercial property forecasts, projected stock market volatility indices and a variety of assumptions about market interest rates and spreads also contributed to the overall impact economic conditions and the economic forecast had on the ACL estimate. Furthermore, while the variables presented above are at the national level, most of the economic variables are regionalized at the market and submarket level in the models.

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

Deposits

~~Average balances and rates paid on~~The Company has a diverse deposit book by industry sector. Our largest industry vertical at March 31, 2024, was the title insurance vertical, with approximately $3.1 billion in total deposits. Approximately 62% of our total deposits were commercial or municipal deposits at March 31, 2024.

The following table presents information about the Company's insured and collateralized deposits as ~~follows for the periods indicated~~of March 31, 2024 (dollars in thousands):


Total deposits	$	27,027,364

Estimated amount of uninsured deposits	$	12,777,304
Less: collateralized deposits	(3,047,517)
Less: affiliate deposits	(285,930)
Adjusted uninsured deposits	$	9,443,857
Estimated insured and collateralized deposits	$	17,583,507

Insured and collateralized deposits to total deposits	65		%

Three Months Ended September 30, Nine Months Ended September 30,
�� 2017 2016 2017 2016
Average
Balance Average
Rate Paid Average
Balance Average
Rate Paid Average
Balance
Average
Rate Paid
Average
Balance Average
Rate Paid
Demand deposits:

Non-interest bearing $ 3,036,046
— % $ 2,981,017
— % $ 3,034,682
— % $ 2,944,861
— %
Interest bearing 1,590,206
0.85 % 1,437,677
0.62 % 1,564,229
0.76 % 1,341,218
0.61 %
Money market 9,590,333
0.90 % 7,948,299
0.64 % 9,187,225
0.80 % 7,778,761
0.63 %
Savings 378,179
0.24 % 400,982
0.22 % 370,682
0.19 % 424,915
0.24 %
Time 6,290,056
1.30 % 5,567,909
1.13 % 5,988,433
1.24 % 5,177,191
1.11 %
$ 20,884,820
0.87 % $ 18,335,884
0.67 % $ 20,145,251
0.80 % $ 17,666,946
0.65 %

~~Total~~The estimated amount of uninsured deposits at ~~September 30, 2017~~March 31, 2024 and 2023, was $12.8 billion and $12.4 billion, respectively. Collateralized and affiliate deposits are included in these amounts. Time deposit accounts with balances of $250,000 or more totaled $900 million and $941 million at March 31, 2024 and December 31, ~~2016 included $2.3 billion and $1.9 billion, respectively, of brokered deposits.~~

2023, 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 30, 2017~~March 31, 2024 (in thousands):


Three months or less	$	143,984
Over three through six months	211,281
Over six through twelve months	457,653
Over twelve months	4,907
	$	817,825

Three months or less $ 741,235
Over three through six months 1,037,771
Over six through twelve months 1,351,330
Over twelve months 931,302
$ 4,061,638
For additional information about Deposits, see Note 10 to the consolidated financial statements.

~~FHLB Advances, Notes and Other~~ Borrowings

In addition to deposits, we utilize FHLB advances ~~to fund growth in interest earning assets;~~as a funding source; the advances provide us with additional flexibility in managing both term and cost of ~~funding.~~funding and in managing interest rate risk. FHLB advances are secured by ~~FHLB stock,~~ qualifying residential first mortgage and commercial real estate ~~and home equity~~ loans and MBS. ~~At September 30, 2017 and December 31, 2016,~~The following table presents information about the contractual balance of outstanding FHLB advances, ~~totaled $4.9 billion and $5.2 billion, respectively.~~

~~The contractual balance~~as of ~~FHLB advances outstanding at September 30, 2017 is scheduled to mature as follows (in~~March 31, 2024 (dollars in thousands):

Maturing in:
2017—One month or less $ 2,395,000
2017—Over one month 855,000
2018 1,396,000
2019 100,000
2020 125,000
Carrying value $ 4,871,000


	Amount		Weighted Average Rate
Maturing in:
2024 - One month or less	$	3,170,000	5.47	%
2024 - Over one month	735,000		5.50	%




Total contractual balance outstanding	$	3,905,000

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

The table below presents information about outstanding interest rate swaps hedging the variability of interest cash flows on the FHLB advances included in the table above, as of March 31, 2024 (dollars in thousands):


	Notional Amount		Weighted Average Rate
Cash flow hedges maturing in:

2024	$	325,000	2.74	%
2025	625,000		2.74	%
2026	1,430,000		3.50	%
Thereafter	25,000		2.50	%
	$	2,405,000	3.19	%

See Note 76 to the consolidated financial statements and "Interest Rate Risk" below for more information about derivative instruments.

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


	March 31, 2024		December 31, 2023
Senior notes:
Principal amount of 4.875% senior notes maturing on November 17, 2025	$	388,479	$	388,479
Unamortized discount and debt issuance costs	(1,462)		(1,676)
	387,017		386,803
Subordinated notes:
Principal amount of 5.125% subordinated notes maturing on June 11, 2030	300,000		300,000
Unamortized discount and debt issuance costs	(4,189)		(4,331)
	295,811		295,669
Total notes	682,828		682,472
Finance leases	26,150		26,501
Notes and other borrowings	$	708,978	$	708,973

Liquidity and Capital Resources

Liquidity

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

BankUnited's ongoing liquidity needs have historically been met primarily by cash flows from operations, deposit growth, the investment portfolio, its amortizing loan portfolio and FHLB advances. FRB discount window borrowings, repurchase agreement capacity and a letter of credit with the FHLB provide additional sources of contingent liquidity. For the three months ended March 31, 2024 and 2023, net cash provided by operating activities was $66 million and $141 million, respectively.

Same day available liquidity includes cash, secured funding such as borrowing capacity at the Federal Home Loan Bank of Atlanta and the Federal Reserve, and unencumbered securities. Additional sources of liquidity include cash flows from operations, wholesale deposits, cash flow from the Bank's amortizing securities and loan portfolios, and the sale of 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.

September 30, 2017 December 31, 2016
Senior notes $ 393,564
$ 393,092
Capital lease obligations 9,264
9,717
$ 402,828
$ 402,809
The following chart presents the components of same day available liquidity at March 31, 2024 and December 31, 2023 (in millions):

~~Senior notes~~


Same Day Available Liquidity

At March 31, 2024, the Bank had total same day available liquidity of approximately $14.8 billion, consisting of cash of $407 million, borrowing capacity at the Federal Home Loan Bank of $5.9 billion, borrowing capacity at the FRB of $7.2 billion and unencumbered securities of $1.2 billion. The increase in same day available liquidity as compared to December 31, 2023 reflected the decline in outstanding FHLB advances, increasing FHLB capacity. At March 31, 2024, the ratio of estimated insured and collateralized deposits to total deposits was 65%, compared to 66% at December 31, 2023, and the ratio of available liquidity to estimated uninsured, uncollateralized deposits was 156% compared to 152% at December 31, 2023. As a commercially focused bank, due to the inherent nature of commercial deposits, a significant portion of our deposits are uninsured. We continue to market and educate our customers about products that enable them to obtain FDIC insurance on certain deposits exceeding the standard single depositor insurance limit, have implemented single depositor concentration limits and reduced or eliminated exposure to sectors or depositors that evidenced higher volatility following the events of early 2023.

Our ALM policy establishes limits or operating risk thresholds for a ~~face amount~~number of ~~$400 million,~~measures of liquidity which are monitored at least monthly by the ALCO and quarterly by the Board of Directors. Some of the measures currently used to dimension liquidity risk and manage liquidity are the ratio of available liquidity to uninsured/non-collateralized deposits, the ratio of wholesale funding to total assets, the ratio of available operational liquidity (which excludes availability at the FRB) to volatile liabilities, a ~~fixed coupon rate~~liquidity stress test coverage ratio, the loan to deposit ratio, a one-year liquidity ratio, a measure of ~~4.875%~~available on-balance sheet liquidity, the ratio of FHLB advances to total assets, large depositor concentrations and ~~mature on November 17, 2025.~~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. We also have single depositor relationship limits.

The following tables present some of the Company's liquidity measures, where applicable, their related policy limits and operating risk thresholds at the dates indicated:

March 31, 2024

Policy Limit

Available liquidity to uninsured/non-collateralized deposits

156%

<100%

Wholesale funding/total assets

28.4%

<37.5%

March 31, 2024

Operating Threshold

Available operational liquidity/volatile liabilities

2.29x

≥1.30x

Liquidity stress test coverage ratio

1.69x

≥1.50x

FHLB advances/total assets

13.7%

≤20%

One year liquidity ratio

2.11x

≥1.00x

Loan to deposit ratio

89.6%

≤100%

Top 20 uninsured depositors to total deposits (excluding brokered & municipal deposits)

13.4%

≤15%

Non interest-bearing demand deposits/total deposits

26.8%

≥20%

Available on-balance sheet liquidity

7.1%

≥5%

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, to a lesser extent, 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.

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 30, 2017~~March 31, 2024 and December 31, ~~2016, BankUnited~~2023, the Company and the ~~Company~~Bank had capital levels that exceeded both the regulatory well-capitalized guidelines and all internal capital ratio targets.

~~Stockholders' equity increased~~ Upon adoption of ASU 2016-13 on January 1, 2020, the Company elected the option to ~~$2.6 billion at September 30, 2017, an increase~~temporarily delay the effects of ~~$205 million, or 8.5%, from December 31, 2016, due primarily to the retention of earnings and the exercise of stock options resulting in proceeds of $61.5 million during the~~CECL on regulatory capital for two years, followed by a three-year transition period.

Since our formation, stockholders' equity has been impacted primarily by the retention of earnings, and to a lesser extent, proceeds from the issuance of common shares and changes in unrealized gains and losses, net of taxes, on investment securities

~~available for sale and cash flow hedges. Our rate of earnings retention is derived by dividing undistributed earnings per~~ ~~common share by earnings per common share. Our retention ratio was~~ ~~66.0%~~ ~~and 64.9% for the three and~~ ~~nine months ended September 30, 2017, respectively, compared to 55.7% and 58.4%~~ ~~for the three and nine months ended September 30, 2016, respectively.~~ We ~~retain a high percentage of our earnings to support our planned growth.~~

~~We filed a~~have an active shelf registration statement on file with the SEC ~~in October 2015~~ 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.

The following table provides information regarding regulatory capital for the Company and the Bank as of ~~September 30, 2017~~March 31, 2024 (dollars in thousands):


	March 31, 2024
	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
BankUnited, Inc.:
Tier 1 leverage	$	2,889,807	8.05	%	N/A (1)		N/A (1)		$	1,435,445	4.00	%	N/A (1)		N/A (1)
CET1 risk-based capital	$	2,889,807	11.58	%	$	1,622,379	6.50	%	$	1,123,186	4.50	%	$	1,747,178	7.00	%
Tier 1 risk-based capital	$	2,889,807	11.58	%	$	1,996,774	8.00	%	$	1,497,581	6.00	%	$	2,121,573	8.50	%
Total risk-based capital	$	3,412,100	13.67	%	$	2,495,968	10.00	%	$	1,996,774	8.00	%	$	2,620,766	10.50	%
BankUnited:
Tier 1 leverage	$	3,341,838	9.32	%	$	1,792,209	5.00	%	$	1,433,767	4.00	%	N/A		N/A
CET1 risk-based capital	$	3,341,838	13.41	%	$	1,619,570	6.50	%	$	1,121,241	4.50	%	$	1,744,153	7.00	%
Tier 1 risk-based capital	$	3,341,838	13.41	%	$	1,993,317	8.00	%	$	1,494,988	6.00	%	$	2,117,900	8.50	%
Total risk-based capital	$	3,564,131	14.30	%	$	2,491,647	10.00	%	$	1,993,317	8.00	%	$	2,616,229	10.50	%

Actual
Required to be
Considered Well
Capitalized

Required to be
Considered
Adequately
Capitalized
Amount Ratio Amount Ratio Amount Ratio
BankUnited, Inc.:

Tier 1 leverage $ 2,491,853
8.56 %
N/A ⁽¹⁾

N/A⁽¹⁾

$ 1,164,462
4.00 %
CET1 risk-based capital $ 2,491,853
11.91 % $ 1,359,799
6.50 % $ 941,399
4.50 %
Tier 1 risk-based capital $ 2,491,853
11.91 % $ 1,673,599
8.00 % $ 1,255,199
6.00 %
Total risk based capital $ 2,657,784
12.70 % $ 2,091,998
10.00 % $ 1,673,599
8.00 %
BankUnited:

Tier 1 leverage $ 2,706,006
9.32 % $ 1,451,814
5.00 % $ 1,161,451
4.00 %
CET1 risk-based capital $ 2,706,006
12.98 % $ 1,354,884
6.50 % $ 937,997
4.50 %
Tier 1 risk-based capital $ 2,706,006
12.98 % $ 1,667,550
8.00 % $ 1,250,662
6.00 %
Total risk based capital $ 2,869,850
13.77 % $ 2,084,437
10.00 % $ 1,667,550
8.00 %

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

Levels of capital required to be well capitalized or adequately capitalized as reflected above do not include a capital conservation buffer that is being phased in beginning in 2016. When fully phased in on January 1, 2019, the Bank and the Company will have to maintain this capital conservation buffer composed of CET1 capital equal to 2.50% of risk-weighted assets above the amounts required to be adequately capitalized, as reflected above, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. Capital ratios required to be considered well-capitalized exceed the ratios required under the capital conservation buffer requirement at September 30, 2017.

~~Liquidity~~

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

Primary sources of liquidity include cash flows from operations, cash generated by the repayment and resolution of covered loans, cash payments received from the FDIC pursuant to the Single Family Shared-Loss Agreement, deposit growth, the available for sale securities portfolio and FHLB advances.

For the nine months ended September 30, 2017 and 2016, net cash provided by operating activities was $231.2 million and $227.3 million, respectively. Accretion on ACI loans, which is reflected as a non-cash reduction in net income to arrive at operating cash flows, totaled $226.3 million, and $228.5 million for the nine months ended September 30, 2017 and 2016, respectively. Accretable yield on ACI loans represents the excess of expected future cash flows over the carrying amount of the loans, and is recognized as interest income over the expected lives of the loans. Amounts recorded as accretion are realized in cash as individual loans are paid down or otherwise resolved; however, the timing of cash realization may differ from the timing of income recognition. These cash flows from the repayment or resolution of covered loans, inclusive of amounts that have been accreted through earnings over time, are recognized as cash flows from investing activities in the consolidated statements of cash flows upon receipt. Cash payments from the FDIC in the form of reimbursements of losses related to the

covered loans under the Single Family Shared-Loss Agreement are also characterized as investing cash flows. Cash generated by the repayment and resolution of covered loans and reimbursements from the FDIC totaled $348.5 million and $430.3 million for the nine months ended September 30, 2017 and 2016, respectively. Both cash generated by the repayment and resolution of covered loans and cash payments received from the FDIC have been and are expected to continue to be, although to a lesser extent in the future, consistent and relatively predictable sources of liquidity.

In addition to cash provided by operating activities, the repayment and resolution of covered loans and payments under the Single Family Shared-Loss Agreement from the FDIC, BankUnited’s liquidity needs, particularly liquidity to fund growth of interest earning assets, have been and continue to be met by deposit growth and FHLB advances. The investment portfolio also provides a source of liquidity.

BankUnited has access to additional liquidity through FHLB advances, other collateralized borrowings, wholesale deposits or the sale of available for sale securities. At September 30, 2017, unencumbered investment securities available for sale totaled $4.3 billion. At September 30, 2017, BankUnited had available borrowing capacity at the FHLB of $3.8 billion, unused borrowing capacity at the FRB of $544 million and unused Federal funds lines of credit totaling $70 million. Management also has the ability to exert substantial control over the rate and timing of growth of the non-covered loan portfolio, and resultant requirements for liquidity to fund loans.

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

The ALCO policy has established several measures of liquidity which are monitored monthly by the ALCO and quarterly by the Board of Directors. One 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. BankUnited’s liquidity is considered acceptable if the 30 day total liquidity ratio exceeds 100%. At September 30, 2017, BankUnited’s 30 day total liquidity ratio was 172%. 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. Forecasted deposit outflows, excluding certificate of deposits, are based on runoff rates derived from the most recent external core deposit analysis obtained by the Company. This ratio allows management to monitor liquidity over a longer time horizon. The acceptable threshold established by the ALCO for this liquidity measure is 100%. At September 30, 2017, BankUnited’s one year liquidity ratio was 158%. Additional measures of liquidity regularly monitored by the ALCO include the ratio of wholesale funding to total assets, a measure of available liquidity to volatile liabilities and the ratio of brokered deposits to total deposits. At September 30, 2017, BankUnited was within acceptable limits established by the ALCO and the Board of Directors for each of these measures.

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, to a lesser extent, its own available for sale securities portfolio. There are regulatory limitations that affect the ability of the Bank to pay dividends to BankUnited, Inc. Management believes that such limitations will not impact our ability to meet our ongoing near-term cash obligations.

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

Interest Rate Risk

~~The~~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~~manage exposure to interest rate risk, and to ensure procedures are established to monitor compliance with these policies. The ~~guidelines~~policies established by the ALCO are approved at least annually by the Board of ~~Directors.~~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. Simulation of changes in EVE in various interest rate environments is also a meaningful measure of interest rate risk.

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 a consensus forward ~~interest rate curves~~curve versus net interest income in alternative rate scenarios. ~~Simulations are generated based on both static and dynamic balance sheet assumptions.~~ Management continually reviews and refines its interest rate risk management process in response to changes in the interest rate environment, the economic climate and ~~economic climate.~~observed customer behavior. Currently, our ~~model projects a down 100, plus 100, plus 200 and plus 300 basis point change with rates increasing by the magnitude of the~~interest rate ~~ramp evenly over the next 12 months as well as flattening yield curve scenarios and~~risk management policy framework is based on modeling instantaneous rate shocks to a static balance sheet, assuming that maturing instruments are replaced with like instruments at forward rates, of ~~down~~plus and minus 100, ~~plus 100, plus~~ 200, 300 and ~~plus 300~~400 basis point parallel shifts. In lower interest rate environments, we may not model more extreme declining rate scenarios and in certain macro-environments, we may model shocks of more than 400 basis points. Our ALM policy has established limits for the plus and minus 100 and 200 basis points shock scenarios. We also model a variety of dynamic balance sheet scenarios, various yield curve slopes, non-parallel shifts and alternative depositor behavior, beta and decay assumptions. We continually evaluate the scenarios being modeled with a view toward adapting them to changing economic conditions, expectations and trends.

The Company’s ALCO policy provides that net interest income sensitivity will be considered acceptable if decreases in forecast net interest income, based on a dynamic forecasted balance sheet, in specified rate shock scenarios 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. The following table ~~illustrates the acceptable limits as defined by policy and~~presents the impact on forecasted net interest income ~~of down 100, plus 100, plus 200 and plus 300 basis point~~compared to a "most likely" scenario, based on the consensus forward curve, in static balance sheet, parallel rate shock scenarios ~~at September 30, 2017 and December 31, 2016:~~

Down 100 Plus 100 Plus 200 Plus 300
Policy Limits:
In year 1 (6.0 )% (6.0 )% (10.0 )% (14.0 )%
In year 2 (9.0 )% (9.0 )% (13.0 )% (17.0 )%
Model Results at September 30, 2017 - increase (decrease):
In year 1 (0.4 )% (0.2 )% (0.6 )% (1.2 )%
In year 2 (3.2 )% 1.7 % 3.0 % 4.2 %
Model Results at December 31, 2016 - increase (decrease):
In year 1 (2.0 )% 1.5 % 2.8 % 3.4 %
In year 2 (3.7 )% 2.6 % 4.6 % 6.6 %

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 six rate scenarios, derived by implementing immediate parallel movements of plus and minus 100 ~~200~~ and ~~300 basis points from current rates. We did not simulate decreases in interest rates greater than 100~~200 basis points at ~~September 30, 2017 due to the current low rate environment.~~ March 31, 2024 and December 31, 2023:


	Down 200		Down 100		Plus 100		Plus 200
Policy Limits:
In year 1	(12)	%	(8)	%	(8)	%	(12)	%
In year 2	(15)	%	(11)	%	(11)	%	(15)	%
Model Results at March 31, 2024 - increase (decrease)
In year 1	(5.2)	%	(1.8)	%	1.5	%	2.7	%
In year 2	(5.3)	%	(2.0)	%	0.6	%	1.0	%
Model Results at December 31, 2023 - increase (decrease)
In year 1	(4.7)	%	(1.6)	%	1.0	%	2.1	%
In year 2	(6.0)	%	(2.3)	%	1.5	%	2.0	%

The ~~parameters established by the ALCO stipulate that~~following table illustrates the modeled ~~decline~~change in EVE ~~is considered acceptable if~~in the ~~decline is less than 9%, 18%~~indicated scenarios at March 31, 2024 and ~~27% in plus or minus 100, plus or minus 200 and plus or minus 300 basis point scenarios, respectively. As~~December 31, 2023:


	Down 200		Down 100		Plus 100		Plus 200
Policy Limits	(20.0)	%	(10.0)	%	(10.0)	%	(20.0)	%
Model Results at March 31, 2024 - increase (decrease):	19.3	%	11.8	%	(8.7)	%	(17.8)	%
Model Results at December 31, 2023 - increase (decrease):	15.2	%	9.5	%	(8.8)	%	(17.4)	%

All of ~~September 30, 2017, our simulation for~~ the ~~Company indicated percentage changes from base EVE of 1.7%, (3.6)%, (7.9)% and (12.7)% in down 100, plus 100, plus 200 and plus 300 basis point scenarios, respectively.~~

~~These measures fall~~modeled results at March 31, 2024, are within an acceptable level of interest rate risk per the policies established by the ALCO and the Board of Directors. In the event the models indicate an unacceptable level of risk, the Company could undertake a number of actions that would reduce this risk, including the sale or re-positioning of a portion of its available for sale investment portfolio, restructuring of borrowings, or the use of derivatives such as interest rate swaps and caps.

ALM policy limits. Many assumptions were used by the Company to calculate the impact of changes in interest rates on forecasted net interest income and EVE, 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, unanticipated 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.~~conditions or changes in balance sheet composition.

Derivative Financial Instruments and Hedging Activities

Management continually evaluates a variety of hedging strategies that are available to manage interest rate risk. In the current environment, we continue to evaluate potential hedging strategies to mitigate risk from a period of rapid or extreme declines in rates.

Interest rate ~~swaps~~derivatives 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 ~~rates~~cash flows on variable rate ~~borrowings such~~liabilities and to changes in the fair value of fixed rate financial instruments, in each case caused by fluctuations in benchmark interest rates, as ~~FHLB advances and~~well as to manage duration of liabilities. ~~These~~

The following table provides information about the Company's derivatives designated as hedging instruments as of March 31, 2024 (dollars in thousands):


				Weighted Average Pay Rate / Strike Price	Weighted Average Receive Rate / Strike Price	Weighted Average Remaining Life in Years
		Notional Amount
	Hedged Item
Derivatives designated as cash flow hedges:
Pay-fixed interest rate swaps	Variability of interest cash flows on variable rate borrowings	$	2,405,000	3.19%	Daily SOFR	1.8
Pay-fixed interest rate swaps	Variability of interest cash flows on variable rate liabilities	250,000		1.38%	Fed Funds Effective Rate	0.8
Pay-variable interest rate swaps	Variability of interest cash flows on variable rate loans	200,000		Term SOFR	3.72%	2.1
Interest rate caps purchased, indexed to Fed Funds effective rate	Variability of interest cash flows on variable rate liabilities	200,000		0.88%		1.2
Interest rate collar, indexed to 1-month SOFR(1)	Variability of interest cash flows on variable rate loans	125,000		5.58%	1.50%	2.4
Derivatives designated as fair value hedges:
Pay-fixed interest rate swaps	Variability of fair value of fixed rate loans	100,000		1.94%	Daily SOFR	0.3
		$	3,280,000

(1)The interest rate ~~swaps are designated as cash flow hedging instruments. The fair value~~collar consists of these instruments is included in other assets and other liabilities in our consolidated balance sheets and changes in fair value are reported in accumulated other comprehensive income. At September 30, 2017, outstandinga combination of zero-premium interest rate ~~swaps designated as cash flow hedges had an aggregate notional~~options. The Company sold a pay-variable cap with a strike price of 5.58%; sold a 0% floor; and purchased a receive-variable floor with a strike price of 1.50%.

In addition to derivative instruments, the Company has issued callable CDs to hedge interest rate risk in a falling rate environment; the amount of ~~$2.0 billion.~~such instruments outstanding at March 31, 2024, was $672 million. The ~~aggregate fair value~~short duration of our AFS investment portfolio (1.85 at March 31, 2024) also provides a natural offset from an interest rate ~~swaps designated as cash flow~~risk perspective to the longer duration of the residential mortgage portfolio.

~~hedges included in other assets was $1.1 million and the aggregate fair value of interest rate swaps designated as cash flow hedges included in other liabilities was $0.3 million.~~

Interest rate swaps and caps not designated as cash flow hedges had an aggregate notional amount of $2.3 billion at September 30, 2017. The aggregate fair value of these interest rate swaps and caps included in other assets was $27.3 million and the aggregate fair value included in other liabilities was $26.8 million. These interest rate swaps and caps were entered into as accommodations to certain of our commercial borrowers.

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 11 to the consolidated financial statements, the FHLB Advances, Notes and Other Borrowings section of this MD&A and Off-Balance Sheet Arrangements in the MD&A of the Company's 2016 Annual Report on Form 10-K.

~~Critical Accounting Policies and Estimates~~

~~The Company has made no significant changes in its critical accounting policies and significant estimates from those disclosed in the 2016 Annual Report on Form 10-K.~~

Non-GAAP Financial Measures

Tangible book value per common share is a non-GAAP financial measure. Management believes this measure is relevant to understanding the capital position and performance of the Company. Disclosure of this non-GAAP financial measure also provides a meaningful ~~base~~basis for ~~comparability~~comparison to other financial ~~institutions.~~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 ~~September 30, 2017~~the dates indicated (in thousands, except share and per share data):


	March 31, 2024		December 31, 2023
Total stockholders’ equity	$	2,640,392	$	2,577,921
Less: goodwill and other intangible assets	77,637		77,637
Tangible stockholders’ equity	$	2,562,755	$	2,500,284

Common shares issued and outstanding	74,772,706		74,372,505

Book value per common share	$	35.31	$	34.66

Tangible book value per common share	$	34.27	$	33.62

Total stockholders’ equity $ 2,623,489
Less: goodwill and other intangible assets 77,857
Tangible stockholders’ equity $ 2,545,632

Common shares issued and outstanding 106,821,902

Book value per common share $ 24.56

Tangible book value per common share $ 23.83

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.

During the quarter ended ~~September 30, 2017,~~March 31, 2024, there were no changes in the ~~Company’s~~Company's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the ~~Company’s~~Company's internal control over financial reporting.

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~~any adverse impact of these proceedings, either individually or in the aggregate, would be material to the Company’s consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

~~For a discussion of~~There have been no material changes in the risk factors ~~relating to our business, please refer to~~disclosed by the ~~factors discussed under “Part I-Item 1A - Risk Factors”~~Company in ~~our 2016~~its 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February ~~28, 2017,~~20, 2024.

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

None.

Item 5. Other Information

During the three months ended March 31, 2024, no director or officer (as defined in ~~addition to the following factor.~~

A significant portion of our loans are to borrowers whose businesses are located in or secured by properties located in the state of Florida, which was impacted by Hurricane Irma. In addition, the Bank has a limited number of customers and collateral properties located in areas of Texas that were impacted by Hurricane Harvey. The effects of Hurricanes Irma and Harvey and other adverse weather events may negatively affect our geographic markets or disrupt our operations, which could have an adverse impact on our results of operations.

Our geographic markets in Florida and other coastal areas are susceptible to severe weather, including hurricanes, flooding and damaging winds. On September 10, 2017, Hurricane Irma made landfall in Florida as a Category 4 hurricane affecting some areas with significant flooding, wind damage and power outages. In addition, the Bank has a limited number of customers and collateral properties located in areas of Texas that were impacted by Hurricane Harvey during August, 2017. Weather events such as Hurricanes Irma and Harvey can disrupt our operations, result in damage to our facilities and negatively affect the local economies in which we operate. These events may lead to a decline in loan originations, reduce or destroy the value of collateral for our loans, particularly real estate, negatively impact the business operations of our customers, and cause an increase in delinquencies, foreclosures and loan losses. These events may also lead to a decline in regional economic conditions and prospects in certain circumstances. Our business or results of operations may be adversely impacted by these and other negative effects of such weather events.

We are currently in the process of assessing the impact of Hurricanes Irma and Harvey on our borrowers’ ability to repay their obligations to the Bank and on the value of underlying collateral properties. Although we currently believe the storms did not materially impact the abilityExchange Act Rule 16a-1(f)) of the ~~substantial majority~~Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of our borrowers to repay their loans, our impact assessment is ongoing, including with respect to the impact on our loan originations, the value of properties securing our loans or the performance of our loans, the economic condition of our borrowers and their ability to timely repay their obligations, and the overall impacts on regional economic conditions and our business, operations and growth prospects in the affected market areas. As a result, it is premature to conclude with certainty as to the ultimate impact of these hurricanes on our level of loan losses, our business or the results of our operations. The Bank is generally named as a loss payee on hazard and flood insurance policies covering collateral properties and carries casualty and business interruption insurance. These policies could partially mitigate losses that the Bank may sustain due to the effects of these hurricanes; however, the timing and amount of any proceeds that we may recover from insurance policies is uncertain and may not be sufficient to adequately compensate us for losses that we experience due to these hurricanes and other natural disasters.Regulation S-K.

Item 6.

Exhibits

Exhibit
Number

Description

Location

~~Exhibit~~

~~Number~~31.1

~~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.INS~~

~~XBRL Instance Document~~

~~Filed herewith~~

101.SCH

~~101.SCH~~

XBRL Taxonomy Extension Schema

Filed herewith

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

Filed herewith

101.DEF

XBRL Taxonomy Extension Definition Linkbase

Filed herewith

101.LAB

XBRL Taxonomy Extension Label Linkbase

Filed herewith

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this ~~8th~~25th day of ~~November 2017.~~

April 2024.



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


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

8366


Delaware			27-0162450

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



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



~~Class~~		~~November 6, 2017~~
~~Common Stock, $0.01 Par Value~~		~~106,820,503~~


					Page

				~~Page~~

	Glossary of Defined Terms			ii

PART I.			FINANCIAL INFORMATION

ITEM 1.			Financial Statements (Unaudited)
			Consolidated Balance Sheets		1
			Consolidated Statements of Income		2
			Consolidated Statements of Comprehensive Income		3
			Consolidated Statements of Cash Flows		4
			Consolidated Statements of Stockholders’ Equity		6
			Notes to Consolidated Financial Statements		7

ITEM 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations		4633

ITEM 3.			Quantitative and Qualitative Disclosures About Market Risk		8064

ITEM 4.			Controls and Procedures		8064

PART II.			OTHER INFORMATION

ITEM 1.			Legal Proceedings		64

ITEM 1A.			Risk Factors		64

ITEM 2.			Unregistered Sales of Equity Securities and Use of Proceeds		64

ITEM 1.5.			~~Legal Proceedings~~Other Information		8164

ITEM ~~1A.~~6.			~~Risk Factors~~Exhibits		8165

~~ITEM 6.~~					~~Exhibits~~SIGNATURES	8266

~~SIGNATURES~~		83



ACL		Allowance for credit losses
AFS		Available for sale
~~ACI~~ALCO		~~Loans acquired with evidence of deterioration in credit quality since origination (Acquired Credit Impaired)~~
~~ALCO~~	~~Asset/~~Asset Liability Committee
~~ALLL~~ALM		~~Allowance for loan and lease losses~~Asset Liability Management
AOCI		Accumulated other comprehensive income

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






BKU		BankUnited, Inc.
~~BankUnited~~BOLI		Bank Owned Life Insurance
BankUnited		BankUnited, National Association
The Bank		BankUnited, National Association
Bridge		Bridge Funding Group, Inc.
~~CET1~~
Buyout loans		FHA and VA insured mortgages from third party servicers who have exercised their right to purchase these loans out of GNMA securitizations






CD		Certificate of Deposit
CECL		Current expected credit losses
CET1		Common Equity Tier 1 capital
~~CECL~~
C&I		~~Current expected credit losses~~Commercial and Industrial loans, including owner-occupied commercial real estate
~~CME~~
CIO		Chief Information Officer

CLO		Collateralized loan obligations
CMBS		Commercial mortgage-backed securities
CME		Chicago Mercantile Exchange
CMOs		Collateralized mortgage obligations



CRE		Commercial ~~Shared-Loss Agreement~~	Areal estate loans, including non-owner occupied commercial real estate and ~~other loans shared-loss agreement entered into with the FDIC in connection with the FSB Acquisition~~construction and land
~~Covered assets~~





DSCR		~~Assets covered under the Loss Sharing Agreements~~Debt Service Coverage Ratio
~~Covered loans~~ESG		~~Loans covered under the Loss Sharing Agreements~~Environmental, social and governance
~~EPS~~		~~Earnings per common share~~
EVE		Economic value of equity
~~FASB~~		~~Financial Accounting Standards Board~~



FDIA		Federal Deposit Insurance Act
FDIC		Federal Deposit Insurance Corporation
~~FEMA~~
FHA		Federal Housing Administration
FHFA		Federal ~~Emergency Management~~Housing Finance Agency
FHLB		Federal Home Loan Bank
FICO		Fair Isaac Corporation (credit score)
~~FRB~~FinTech		Financial Technology

FRB		Federal Reserve Bank
~~FSB Acquisition~~GAAP		~~Acquisition of substantially all of the assets and assumption of all of the non-brokered deposits and substantially all of the other liabilities of BankUnited, FSB from the FDIC on May 21, 2009~~
~~GAAP~~	U.S. generally accepted accounting principles
GDP		Gross Domestic Product
~~HAMP~~
GNMA		~~Home Affordable Modification Program~~Government National Mortgage Association
~~IPO~~
HPI		~~Initial public offering~~Home price indices
~~ISDA~~HTM		Held to maturity




ISDA		International Swaps and Derivatives Association
~~LIBOR~~
LGD		~~London InterBank Offered Rate~~Loss Given Default

LIHTC		Low Income Housing Tax Credits
~~Loss Sharing Agreements~~LTV		~~Two loss sharing agreements entered into with the FDIC in connection with the FSB Acquisition~~
~~LTV~~	Loan-to-value
~~MBS~~	~~Mortgage-backed securities~~
~~MSA~~	~~Metropolitan Statistical Area~~


☒			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


MAT						Materiality Assessment Team
MBS						Mortgage-backed securities
~~MSRs~~MSA						~~Mortgage servicing rights~~Metropolitan Statistical Area
~~New Loans~~

MWL						~~Loans originated or purchased since the FSB Acquisition~~Mortgage warehouse lending
~~Non-ACI~~
NRSRO						~~Loans acquired without evidence of deterioration in credit quality since origination~~Nationally recognized statistical rating organization
~~NSF~~						~~Non-sufficient funds~~
~~NYTLC~~						~~New York City Taxi and Limousine Commission~~
~~OCC~~						~~Office of the Comptroller of the Currency~~




OREO						Other real estate owned
~~OTTI~~
PCAOB						~~Other-than-temporary impairment~~Public Company Accounting Oversight Board
~~PSU~~PCD						~~Performance Share Unit~~Purchased credit-deteriorated
~~Pinnacle~~PD						Probability of default
Pinnacle						Pinnacle Public Finance, Inc.
~~RSU~~





REIT						~~Restricted Share Unit~~Real Estate Investment Trust
~~SBA~~

RPA						Risk Participation Agreement



SAR						Share Appreciation Right
SBA						U.S. Small Business Administration
~~SBF~~						~~Small Business Finance Unit~~
SEC						Securities and Exchange Commission
~~Single Family Shared-Loss Agreement~~
SOFR						~~A single-family loan shared-loss agreement entered into with the FDIC in connection with the FSB Acquisition~~Secured Overnight Financing Rate
~~TDR~~


Tri-State						~~Troubled-debt restructuring~~New York, New Jersey and Connecticut
UPB						Unpaid principal balance
~~2014 Plan~~
VA loan						Loan guaranteed by the U.S. Department of Veterans Affairs
~~2014 Omnibus Equity Incentive Plan~~



	September 30, 2017			December 31, 2016
ASSETS
Cash and due from banks:
Non-interest bearing	$	34,883		$	40,260
Interest bearing	3,714			35,413
Interest bearing deposits at Federal Reserve Bank	254,004			372,640
Cash and cash equivalents	292,601			448,313
Investment securities available for sale, at fair value	6,893,472			6,073,584
Investment securities held to maturity	10,000			10,000
Non-marketable equity securities	270,239			284,272
Loans held for sale	31,507			41,198
Loans (including covered loans of $537,976 and $614,042)	20,610,430			19,395,394
Allowance for loan and lease losses	(158,573		)	(152,953		)
Loans, net	20,451,857			19,242,441
FDIC indemnification asset	349,617			515,933
Bank owned life insurance	248,876			239,736
Equipment under operating lease, net	588,207			539,914
Deferred tax asset, net	23,910			62,940
Goodwill and other intangible assets	77,857			78,047
Other assets	316,688			343,773
Total assets	$	29,554,831		$	27,880,151

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Demand deposits:
Non-interest bearing	$	3,096,492		$	2,960,591
Interest bearing	1,828,809			1,523,064
Savings and money market	9,964,242			9,251,593
Time	6,333,701			5,755,642
Total deposits	21,223,244			19,490,890
Federal Home Loan Bank advances	4,871,000			5,239,348
Notes and other borrowings	402,828			402,809
Other liabilities	434,270			328,675
Total liabilities	26,931,342			25,461,722

Commitments and contingencies

Stockholders' equity:
Common stock, par value $0.01 per share, 400,000,000 shares authorized; 106,821,902 and 104,166,945 shares issued and outstanding	1,068			1,042
Paid-in capital	1,492,790			1,426,459
Retained earnings	1,077,042			949,681
Accumulated other comprehensive income	52,589			41,247
Total stockholders' equity	2,623,489			2,418,429
Total liabilities and stockholders' equity	$	29,554,831		$	27,880,151



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Interest income:
Loans	$	253,815		$	227,233		$	739,586		$	662,439
Investment securities	51,851			39,712			141,624			109,963
Other	3,777			3,036			10,606			8,850
Total interest income	309,443			269,981			891,816			781,252
Interest expense:
Deposits	45,919			30,968			120,161			86,427
Borrowings	22,260			17,278			60,209			51,939
Total interest expense	68,179			48,246			180,370			138,366
Net interest income before provision for loan losses	241,264			221,735			711,446			642,886
Provision for (recovery of) loan losses (including $261, $(445), $2,693 and $(1,119) for covered loans)	37,854			24,408			63,573			42,449
Net interest income after provision for loan losses	203,410			197,327			647,873			600,437
Non-interest income:
Income from resolution of covered assets, net	6,400			8,883			22,066			26,426
Net gain (loss) on FDIC indemnification	(4,838		)	993			(14,174		)	(9,410		)
Service charges and fees	4,938			5,171			15,554			14,529
Gain (loss) on sale of loans, net (including $0, $(10,033), $(1,582) and $(14,895) related to covered loans)	2,447			(7,947		)	6,601			(7,360		)
Gain on investment securities available for sale, net	26,931			3,008			29,194			10,065
Lease financing	13,287			11,188			40,067			32,762
Other non-interest income	4,161			3,779			12,055			10,118
Total non-interest income	53,326			25,075			111,363			77,130
Non-interest expense:
Employee compensation and benefits	58,327			55,162			178,386			166,374
Occupancy and equipment	18,829			18,867			56,689			57,199
Amortization of FDIC indemnification asset	45,225			38,957			135,351			116,711
Deposit insurance expense	5,764			4,943			16,827			12,866
Professional fees	2,748			3,884			12,573			10,119
Telecommunications and data processing	3,452			3,746			10,481			10,800
Depreciation of equipment under operating lease	8,905			6,855			25,655			20,004
Other non-interest expense	13,455			15,590			37,735			40,151
Total non-interest expense	156,705			148,004			473,697			434,224
Income before income taxes	100,031			74,398			285,539			243,343
Provision for income taxes	32,252			23,550			89,060			80,896
Net income	$	67,779		$	50,848		$	196,479		$	162,447
Earnings per common share, basic (see Note 2)	$	0.62		$	0.47		$	1.79		$	1.52
Earnings per common share, diluted (see Note 2)	$	0.62		$	0.47		$	1.79		$	1.50
Cash dividends declared per common share	$	0.21		$	0.21		$	0.63		$	0.63



	December 31, 2023
	Amortized Cost		Gross Unrealized				Carrying Value (1)
			Gains		Losses
Investment securities available for sale:
U.S. Treasury securities	$	139,858	$	532	$	(9,798)	$	130,592
U.S. Government agency and sponsored enterprise residential MBS	1,962,658		1,810		(40,261)		1,924,207
U.S. Government agency and sponsored enterprise commercial MBS	561,557		107		(63,805)		497,859

Private label residential MBS and CMOs	2,596,231		268		(300,769)		2,295,730
Private label commercial MBS	2,282,833		678		(84,768)		2,198,743
Single family real estate-backed securities	383,984		—		(17,729)		366,255
Collateralized loan obligations	1,122,799		735		(10,710)		1,112,824
Non-mortgage asset-backed securities	106,095		156		(3,471)		102,780
State and municipal obligations	107,176		715		(5,273)		102,618
SBA securities	106,237		41		(3,254)		103,024
	9,369,428		$	5,042	$	(539,838)	8,834,632
Investment securities held to maturity	10,000						10,000
	$	9,379,428					8,844,632
Marketable equity securities							32,722
							$	8,877,354



	Amortized Cost		Fair Value
Due in one year or less	$	684,986	$	697,034
Due after one year through five years	3,363,698		3,406,609
Due after five years through ten years	2,252,239		2,282,220
Due after ten years	429,387		436,893
Preferred stocks with no stated maturity	60,716		70,716
	$	6,791,026	$	6,893,472


																	March 31, 2024

	September 30, 2017
	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	$	24,957	$	(12	)	$	—	$	—		$	24,957	$	(12	)
U.S. Government agency and sponsored enterprise residential MBS	460,806		(425		)	9,544		(266		)	470,350		(691		)
U.S. Government agency and sponsored enterprise commercial MBS	55,152		(1,783		)	14,270		(30		)	69,422		(1,813		)

Private label residential MBS and CMOs
Private label residential MBS and CMOs
Private label residential MBS and CMOs	72,557		(217		)	5,820		(118		)	78,377		(335		)
Private label commercial MBS	124,664		(1,510		)	—		—			124,664		(1,510		)
Single family rental real estate-backed securities	14,708		(112		)	—		—			14,708		(112		)
Single family real estate-backed securities
Collateralized loan obligations
Non-mortgage asset-backed securities
State and municipal obligations	184,082		(3,368		)	—		—			184,082		(3,368		)
SBA securities	—		—			18,229		(17		)	18,229		(17		)
	$	936,926	$	(7,427	)	$	47,863	$	(431	)	$	984,789	$	(7,858	)


	March 31, 2024		December 31, 2023
UPB	$	76,342	$	80,123
Non-credit discount	(33,171)		(35,249)
Total amortized cost of PCD loans	43,171		44,874
ACL related to PCD loans	(134)		(161)
PCD loans, net	$	43,037	$	44,713



	December 31, 2016
				Covered Loans								Percent of Total
	Non-Covered Loans			ACI		Non-ACI			Total			Percent of Total
Residential and other consumer:
1-4 single family residential	$	3,422,425		$	532,348	$	36,675		$	3,991,448		20.6	%
Home equity loans and lines of credit	1,120			3,894		47,629			52,643			0.3	%
Other consumer loans	24,365			—		—			24,365			0.1	%
	3,447,910			536,242		84,304			4,068,456			21.0	%
Commercial:
Multi-family	3,824,973			—		—			3,824,973			19.8	%
Non-owner occupied commercial real estate	3,739,235			—		—			3,739,235			19.3	%
Construction and land	311,436			—		—			311,436			1.6	%
Owner occupied commercial real estate	1,736,858			—		—			1,736,858			9.0	%
Commercial and industrial	3,391,614			—		—			3,391,614			17.5	%
Commercial lending subsidiaries	2,280,685			—		—			2,280,685			11.8	%
	15,284,801			—		—			15,284,801			79.0	%
Total loans	18,732,711			536,242		84,304			19,353,257			100.0	%
Premiums, discounts and deferred fees and costs, net	48,641			—		(6,504		)	42,137
Loans including premiums, discounts and deferred fees and costs	18,781,352			536,242		77,800			19,395,394
Allowance for loan and lease losses	(150,853		)	—		(2,100		)	(152,953		)
Loans, net	$	18,630,499		$	536,242	$	75,700		$	19,242,441



Balance at December 31, 2015	$	902,565
Reclassifications from non-accretable difference	76,751
Accretion	(303,931		)
Balance at December 31, 2016	675,385
Reclassifications from non-accretable difference	72,827
Accretion	(226,251		)
Balance at September 30, 2017	$	521,961



	September 30, 2017								December 31, 2016
	Residential and Other Consumer		Commercial		Unallocated		Total		Residential and Other Consumer		Commercial		Total
Allowance for loan and lease losses:
Ending balance	$	14,220	$	139,353	$	5,000	$	158,573	$	11,503	$	141,450	$	152,953
Covered loans:
Ending balance	$	4,848	$	—	$	—	$	4,848	$	2,100	$	—	$	2,100
Ending balance: non-ACI loans individually evaluated for impairment	$	1,024	$	—	$	—	$	1,024	$	529	$	—	$	529
Ending balance: non-ACI loans collectively evaluated for impairment	$	2,012	$	—	$	—	$	2,012	$	1,571	$	—	$	1,571
Ending balance: ACI loans	$	1,812	$	—	$	—	$	1,812	$	—	$	—	$	—
Non-covered loans:
Ending balance	$	9,372	$	139,353	$	5,000	$	153,725	$	9,403	$	141,450	$	150,853
Ending balance: new loans individually evaluated for impairment	$	71	$	23,902	$	—	$	23,973	$	12	$	19,229	$	19,241
Ending balance: new loans collectively evaluated for impairment	$	9,301	$	115,451	$	5,000	$	129,752	$	9,391	$	122,221	$	131,612
Ending balance: ACI loans	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Loans:							0
Covered loans:
Ending balance	$	537,976	$	—	$	—	$	537,976	$	614,042	$	—	$	614,042
Ending balance: non-ACI loans individually evaluated for impairment	$	11,721	$	—	$	—	$	11,721	$	12,396	$	—	$	12,396
Ending balance: non-ACI loans collectively evaluated for impairment	$	50,315	$	—	$	—	$	50,315	$	65,404	$	—	$	65,404
Ending balance: ACI loans	$	475,940	$	—	$	—	$	475,940	$	536,242	$	—	$	536,242
Non-covered loans:
Ending balance	$	4,033,612	$	16,038,842	$	—	$	20,072,454	$	3,495,775	$	15,285,577	$	18,781,352
Ending balance: new loans individually evaluated for impairment	$	911	$	210,364	$	—	$	211,275	$	561	$	176,932	$	177,493
Ending balance: new loans collectively evaluated for impairment	$	4,032,701	$	15,790,546	$	—	$	19,823,247	$	3,495,207	$	15,061,707	$	18,556,914
Ending balance: ACI loans	$	—	$	37,932	$	—	$	37,932	$	7	$	46,938	$	46,945



	September 30, 2017						December 31, 2016
	Recorded Investment		UPB		Related Specific Allowance		Recorded Investment		UPB		Related Specific Allowance
Non-covered loans:
With no specific allowance recorded:
1-4 single family residential	$	27	$	32	$	—	$	—	$	—	$	—
Non-owner occupied commercial real estate	9,041		9,224		—		510		512		—
Construction and land	1,238		1,238		—		1,238		1,238		—
Owner occupied commercial real estate	16,786		16,949		—		16,834		16,894		—
Commercial and industrial
Taxi medallion loans	20,320		20,321		—		18,107		18,107		—
Other commercial and industrial	1,081		1,095		—		6,172		6,172		—
Commercial lending subsidiaries	12,810		12,815		—		10,620		10,510		—
With a specific allowance recorded:
1-4 single family residential	884		863		71		561		546		12
Owner occupied commercial real estate	3,961		3,943		2,994		491		513		263
Commercial and industrial
Taxi medallion loans	100,252		100,255		13,117		73,131		73,147		5,948
Other commercial and industrial	41,297		41,292		7,313		29,452		29,463		9,168
Commercial lending subsidiaries	3,578		3,553		478		21,712		21,605		3,850
Total:
Residential and other consumer	$	911	$	895	$	71	$	561	$	546	$	12
Commercial	210,364		210,685		23,902		178,267		178,161		19,229
	$	211,275	$	211,580	$	23,973	$	178,828	$	178,707	$	19,241
Covered loans:
Non-ACI loans:
With no specific allowance recorded:
1-4 single family residential	$	102	$	118	$	—	$	1,169	$	1,391	$	—
Home equity loans and lines of credit	1,312		1,324		—		2,255		2,286		—
With a specific allowance recorded:
1-4 single family residential	2,221		2,579		208		1,272		1,514		181
Home equity loans and lines of credit	8,086		8,163		816		7,700		7,804		348
	$	11,721	$	12,184	$	1,024	$	12,396	$	12,995	$	529
ACI loans:
With a specific allowance recorded:
Home equity loans and lines of credit	$	5,640	$	27,731	$	1,812	$	—	$	—	$	—


	March 31, 2024
	Amortized Cost By Origination Year												Revolving Loans
	2024		2023		2022		2021		2020		Prior				Total
CRE
Pass	$	138,654	$	674,780	$	1,191,170	$	616,671	$	458,186	$	1,795,375	$	234,279	$	5,109,115
Special mention	—		19,073		38,869		—		33,037		45,521		3,480		139,980
Substandard	—		26,871		63,866		89,228		28,994		357,845		22,872		589,676

Total CRE	$	138,654	$	720,724	$	1,293,905	$	705,899	$	520,217	$	2,198,741	$	260,631	$	5,838,771
C&I
Pass	$	359,240	$	1,361,500	$	1,295,020	$	598,858	$	339,439	$	1,383,135	$	2,707,719	$	8,044,911
Special mention	—		—		57,796		22,851		—		55,134		77,741		213,522
Substandard	—		8,265		148,115		54,142		17,887		118,475		46,325		393,209
Doubtful	—		—		7,256		—		—		3,375		—		10,631
Total C&I	$	359,240	$	1,369,765	$	1,508,187	$	675,851	$	357,326	$	1,560,119	$	2,831,785	$	8,662,273
Pinnacle - municipal finance
Pass	$	16,152	$	158,857	$	131,399	$	72,274	$	29,215	$	456,899	$	—	$	864,796

Total Pinnacle - municipal finance	$	16,152	$	158,857	$	131,399	$	72,274	$	29,215	$	456,899	$	—	$	864,796
Franchise and equipment finance
Pass	$	—	$	6,374	$	31,690	$	70,206	$	43,233	$	125,526	$	128	$	277,157

Substandard	—		—		14,654		2,777		3,152		46,172		—		66,755
Doubtful	—		—		—		—		—		3,191		—		3,191
Total Franchise finance	$	—	$	6,374	$	46,344	$	72,983	$	46,385	$	174,889	$	128	$	347,103






Mortgage warehouse lending
Pass	$	—	$	—	$	—	$	—	$	—	$	—	$	452,087	$	452,087
Special mention	—		—		—		—		—		—		4,298		4,298


Total Mortgage warehouse lending	$	—	$	—	$	—	$	—	$	—	$	—	$	456,385	$	456,385



	September 30, 2017
	FICO
LTV	720 or less		721 - 740		741 - 760		761 or greater		Total
60% or less	$	94,357	$	111,279	$	185,614	$	819,422	$	1,210,672
60% - 70%	93,963		102,461		140,350		586,158		922,932
70% - 80%	139,923		173,808		316,544		1,091,868		1,722,143
More than 80%	24,725		20,610		24,981		85,781		156,097
	$	352,968	$	408,158	$	667,489	$	2,583,229	$	4,011,844



Balance at December 31, 2015	$	739,843
Amortization	(160,091		)
Reduction for claims filed	(46,083		)
Net loss on FDIC indemnification	(17,759		)
Balance at December 31, 2016	515,910
Amortization	(135,351		)
Reduction for claims filed	(16,768		)
Net loss on FDIC indemnification	(14,174		)
Balance at September 30, 2017	$	349,617



	September 30, 2017
		Weighted Average Pay Rate	Weighted Average Receive Rate	Weighted Average Remaining Life in Years
					Notional Amount		Balance Sheet Location	Fair Value
	Hedged Item				Notional Amount		Balance Sheet Location	Asset		Liability
Derivatives designated as cash flow hedges:
Pay-fixed interest rate swaps	Variability of interest cash flows on variable rate borrowings	1.77%	3-Month Libor	4.6	$	2,046,000	Other assets / Other liabilities	$	1,066	$	(259	)
Derivatives not designated as hedges:
Pay-fixed interest rate swaps		3.86%	Indexed to 1-month Libor	6.4	1,000,763		Other assets / Other liabilities	7,605		(18,311		)
Pay-variable interest rate swaps		Indexed to 1-month Libor	3.86%	6.4	1,000,763		Other assets / Other liabilities	19,648		(8,491		)
Interest rate caps purchased, indexed to 1-month Libor			2.80%	1.6	145,957		Other assets	15		—
Interest rate caps sold, indexed to 1-month Libor		2.80%		1.6	145,957		Other liabilities	—		(15		)
					$	4,339,440		$	28,334	$	(27,076	)



	Unrealized Gains on Investment Securities Available for Sale		Unrealized Losses on Derivative Instruments			Total
Balance at December 31, 2016	$	47,057	$	(5,810	)	$	41,247
Other comprehensive income	15,164		(3,822		)	11,342
Balance at September 30, 2017	$	62,221	$	(9,632	)	$	52,589

Balance at December 31, 2015	$	41,535	$	(19,353	)	$	22,182
Other comprehensive income	47,400		(27,052		)	20,348
Balance at September 30, 2016	$	88,935	$	(46,405	)	$	42,530



	Number of Option Awards		Weighted Average Exercise Price
Option awards outstanding, December 31, 2016	3,602,076		$	26.74
Exercised	(2,304,108	)	26.70
Option awards outstanding and exercisable, September 30, 2017	1,297,968		$	26.81



	Fair Value at		Valuation Technique	Unobservable Input	Range (Weighted Average)
	September 30, 2017		Valuation Technique	Unobservable Input	Range (Weighted Average)
Investment grade	$	34,245	Discounted cash flow	Voluntary prepayment rate	6.60% - 25.60% (15.92%)
				Probability of default	0.13% - 4.04% (1.36%)
				Loss severity	15.00% - 75.00% (33.10%)
				Discount rate	1.88% - 7.43% (3.48%)

Non-investment grade	$	26,552	Discounted cash flow	Voluntary prepayment rate	1.10% - 29.30% (15.35%)
				Probability of default	0.13% - 4.15% (1.51%)
				Loss severity	15.00% - 95.00% (32.96%)
				Discount rate	1.35% - 9.43% (5.89%)



	September 30, 2017								Losses from Fair Value Changes
	Level 1		Level 2		Level 3		Total		Three Months Ended September 30, 2017			Nine Months Ended September 30, 2017
OREO and repossessed assets	$	—	$	—	$	5,520	$	5,520	$	(515	)	$	(1,534	)
Impaired loans	$	—	$	—	$	107,173	$	107,173	$	(35,106	)	$	(58,073	)



	September 30, 2016								Losses from Fair Value Changes
	Level 1		Level 2		Level 3		Total		Three Months Ended September 30, 2016			Nine Months Ended September 30, 2016
OREO and repossessed assets	$	—	$	—	$	7,923	$	7,923	$	(372	)	$	740
Impaired loans	$	—	$	—	$	59,678	$	59,678	$	(10,623	)	$	(18,873	)



Commitments to fund loans	$	417,943
Commitments to purchase loans	287,302
Unfunded commitments under lines of credit	2,361,922
Commercial and standby letters of credit	83,141
	$	3,150,308


Commitments to fund loans	$	200,034

Unfunded commitments under lines of credit	5,068,914
Commercial and standby letters of credit	142,032
	$	5,410,980


Maturing in:
2024	$	4,325,792
2025	466,368
2026	322,827
2027	547
2028	164
Thereafter	5
	$	5,115,703


~~(1)~~	On a tax-equivalent basis. The tax-equivalent adjustment for tax-exempt loans was $7.6 million and $6.2 million, and the tax-equivalent adjustment for tax-exempt investment securities was $3.2 million and $2.6 million, for the three months ended September 30, 2017 and 2016, respectively.


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



	September 30, 2017		October 31, 2017
Past due more than 30 days:
Covered loans	$	14,669	$	13,454
Total	$	20,099	$	21,350
Granted temporary payment deferrals:
Covered loans	$	14,807	$	16,983
Total	$	24,772	$	25,969



	ACI		Non-ACI
Loans resetting from interest only:
Previously reset	72.3	%	51.5	%
Scheduled to reset within 12 months	2.5	%	5.5	%
Scheduled to reset after 12 months	25.2	%	43.0	%
	100.0	%	100.0	%
Lien position:
First liens	10.3	%	18.8	%
Second or third liens	89.7	%	81.2	%
	100.0	%	100.0	%



	September 30, 2017								December 31, 2016
	Covered Assets		Non-Covered Assets			Total			Covered Assets		Non-Covered Assets			Total
Non-accrual loans
Residential and other consumer:
1 - 4 single family residential	$	934	$	1,890		$	2,824		$	918	$	566		$	1,484
Home equity loans and lines of credit	2,369		—			2,369			2,283		—			2,283
Other consumer loans	—		332			332			—		2			2
Total residential and other consumer loans	3,303		2,222			5,525			3,201		568			3,769
Commercial:
Non-owner occupied commercial real estate	—		9,930			9,930			—		559			559
Construction and land	—		1,238			1,238			—		1,238			1,238
Owner occupied commercial real estate	—		21,455			21,455			—		19,439			19,439
Commercial and industrial
Taxi medallion loans	—		120,572			120,572			—		60,660			60,660
Other commercial and industrial	—		27,569			27,569			—		16,036			16,036
Commercial lending subsidiaries	—		16,625			16,625			—		32,645			32,645
Total commercial loans	—		197,389			197,389			—		130,577			130,577
Total non-accrual loans	3,303		199,611			202,914			3,201		131,145			134,346
Non-ACI and new loans past due 90 days and still accruing	—		846			846			—		1,551			1,551
Total non-performing loans	3,303		200,457			203,760			3,201		132,696			135,897
OREO	4,114		1,661			5,775			4,658		4,882			9,540
Repossessed assets	—		2,457			2,457			—		3,551			3,551
Total non-performing assets	7,417		204,575			211,992			7,859		141,129			148,988
Impaired ACI loans and pools on accrual status	5,640		—			5,640			—		1,335			1,335
Performing TDRs
Taxi medallion loans	—		—			—			—		36,848			36,848
Other	10,786		19,365			30,151			11,166		26,282			37,448
Total impaired loans and non-performing assets	$	23,843	$	223,940		$	247,783		$	19,025	$	205,594		$	224,619

Non-performing loans to total loans ^{(1) (3)}			1.00		%	0.99		%			0.71		%	0.70		%
Non-performing assets to total assets ⁽²⁾			0.69		%	0.72		%			0.51		%	0.53		%
ALLL to total loans ⁽¹⁾			0.77		%	0.77		%			0.80		%	0.79		%
ALLL to non-performing loans			76.69		%	77.82		%			113.68		%	112.55		%
Net charge-offs to average loans ^{(4) (5)}			0.40		%	0.39		%			0.13		%	0.13		%