Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 10-Q
 
ý                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended September 30, 2016
OR 
o                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from              to 
Commission File Number: 001-35039 

BankUnited, Inc.
(Exact name of registrant as specified in its charter) 
Delaware
 
27-0162450
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
14817 Oak Lane, Miami Lakes, FL
 
33016
(Address of principal executive offices)
 
(Zip Code)
 Registrant’s telephone number, including area code: (305) 569-2000 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ý  No  o 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ý  No  o 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
Large accelerated filer ý
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o  No  ý 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 
Class
 
November 4, 2016
Common Stock, $0.01 Par Value
 
104,140,995
 



Table of Contents

BANKUNITED, INC.
Form 10-Q
For the Quarter Ended September 30, 2016
TABLE OF CONTENTS
 
 
 
Page
 
 
 
 
 
 
 
PART I.
 
 
 
 
ITEM 1.
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II.
 
 
 
 
ITEM 1.
 
 
 
ITEM 1A.
 
 
 
ITEM 6.
 
 
 




i


GLOSSARY OF DEFINED TERMS

The following acronyms and terms may be used throughout this Form 10-Q, including the consolidated financial statements and related notes.
ACI
 
Loans acquired with evidence of deterioration in credit quality since origination (Acquired Credit Impaired)
ALCO
 
Asset/Liability Committee
ALLL
 
Allowance for loan and lease losses
AOCI
 
Accumulated other comprehensive income
ARM
 
Adjustable rate mortgage
ASC
 
Accounting Standards Codification
ASU
 
Accounting Standards Update
BKU
 
BankUnited, Inc.
BankUnited
 
BankUnited, National Association
The Bank
 
BankUnited, National Association
Bridge
 
Bridge Funding Group, Inc.
CET1
 
Common Equity Tier 1 risk-based capital
CECL
 
Current expected credit losses
CMOs
 
Collateralized mortgage obligations
Commercial Shared-Loss Agreement
 
A commercial and other loans shared-loss agreement entered into with the FDIC in connection with the FSB Acquisition
Covered assets
 
Assets covered under the Loss Sharing Agreements
Covered loans
 
Loans covered under the Loss Sharing Agreements
EVE
 
Economic value of equity
FASB
 
Financial Accounting Standards Board
FDIA
 
Federal Deposit Insurance Act
FDIC
 
Federal Deposit Insurance Corporation
FHLB
 
Federal Home Loan Bank
FRB
 
Federal Reserve Bank
FSB Acquisition
 
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
 
Home Affordable Modification Program
IPO
 
Initial public offering
ISDA
 
International Swaps and Derivatives Association
LIBOR
 
London InterBank Offered Rate
Loss Sharing Agreements
 
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
MSRs
 
Mortgage servicing rights
New Loans
 
Loans originated or purchased since the FSB Acquisition
Non-ACI
 
Loans acquired without evidence of deterioration in credit quality since origination
OCC
 
Office of the Comptroller of the Currency
OREO
 
Other real estate owned

ii


OTTI
 
Other-than-temporary impairment
PSU
 
Performance Unit
Pinnacle
 
Pinnacle Public Finance, Inc.
Re-Remics
 
Resecuritized real estate mortgage investment conduits
RSU
 
Restricted Share Unit
SBA
 
Small Business Administration
SBF
 
Small Business Finance Unit
SEC
 
Securities and Exchange Commission
Single Family Shared-Loss Agreement
 
A single-family loan shared-loss agreement entered into with the FDIC in connection with the FSB Acquisition
TDR
 
Troubled-debt restructuring
UCBL
 
United Capital Business Lending, Inc.
UPB
 
Unpaid principal balance
VIEs
 
Variable interest entities
2010 Plan
 
2010 Omnibus Equity Incentive Plan
2014 Plan
 
2014 Omnibus Equity Incentive Plan


iii

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
(In thousands, except share and per share data)
 
September 30,
2016
 
December 31,
2015
ASSETS
 

 
 

Cash and due from banks:
 

 
 

Non-interest bearing
$
32,531

 
$
31,515

Interest bearing
92,763

 
39,613

Interest bearing deposits at Federal Reserve Bank
132,706

 
192,366

Federal funds sold
3,954

 
4,006

Cash and cash equivalents
261,954

 
267,500

Investment securities available for sale, at fair value
5,948,061

 
4,859,539

Investment securities held to maturity
10,000

 
10,000

Non-marketable equity securities
283,422

 
219,997

Loans held for sale
42,393

 
47,410

Loans (including covered loans of $669,276 and $809,540)
19,042,603

 
16,636,603

Allowance for loan and lease losses
(154,476
)
 
(125,828
)
Loans, net
18,888,127

 
16,510,775

FDIC indemnification asset
582,931

 
739,880

Bank owned life insurance
236,540

 
225,867

Equipment under operating lease, net
515,913

 
483,518

Deferred tax asset, net
58,334

 
105,577

Goodwill and other intangible assets
78,116

 
78,330

Other assets
359,223

 
335,074

Total assets
$
27,265,014

 
$
23,883,467

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Liabilities:
 

 
 

Demand deposits:
 

 
 

Non-interest bearing
$
2,981,602

 
$
2,874,533

Interest bearing
1,483,900

 
1,167,537

Savings and money market
8,516,400

 
8,288,340

Time
5,854,407

 
4,608,091

Total deposits
18,836,309

 
16,938,501

Federal Home Loan Bank advances
5,219,125

 
4,008,464

Notes and other borrowings
402,786

 
402,545

Other liabilities
433,704

 
290,059

Total liabilities
24,891,924

 
21,639,569

 
 
 
 
Commitments and contingencies


 


 
 
 
 
Stockholders' equity:
 

 
 

Common stock, par value $0.01 per share, 400,000,000 shares authorized; 104,141,425 and 103,626,255 shares issued and outstanding
1,041

 
1,036

Paid-in capital
1,420,622

 
1,406,786

Retained earnings
908,897

 
813,894

Accumulated other comprehensive income
42,530

 
22,182

Total stockholders' equity
2,373,090

 
2,243,898

Total liabilities and stockholders' equity
$
27,265,014

 
$
23,883,467

 

The accompanying notes are an integral part of these consolidated financial statements.
1

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
(In thousands, except per share data)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Interest income:
 
 
 
 
 

 
 

Loans
$
227,233

 
$
190,294

 
$
662,439

 
$
545,683

Investment securities
39,712

 
30,889

 
109,963

 
85,393

Other
3,036

 
2,715

 
8,850

 
7,338

Total interest income
269,981

 
223,898

 
781,252

 
638,414

Interest expense:
 
 
 
 
 
 
 
Deposits
30,968

 
23,959

 
86,427

 
65,818

Borrowings
17,278

 
10,988

 
51,939

 
29,939

Total interest expense
48,246

 
34,947

 
138,366

 
95,757

Net interest income before provision for loan losses
221,735

 
188,951

 
642,886

 
542,657

Provision for (recovery of) loan losses (including $(445), $1,073, ($1,119) and $667 for covered loans)
24,408

 
17,819

 
42,449

 
34,387

Net interest income after provision for loan losses
197,327

 
171,132

 
600,437

 
508,270

Non-interest income:
 
 
 
 
 
 
 
Income from resolution of covered assets, net
8,883

 
12,364

 
26,426

 
41,261

Net gain (loss) on FDIC indemnification
993

 
(15,988
)
 
(9,410
)
 
(53,024
)
Service charges and fees
5,171

 
4,637

 
14,529

 
13,580

Gain (loss) on sale of loans, net (including gain (loss) related to covered loans of $(10,033), $9,288, $(14,895) and $26,711)
(7,947
)
 
11,301

 
(7,360
)
 
29,690

Gain on investment securities available for sale, net
3,008

 
2,343

 
10,065

 
5,493

Lease financing
11,188

 
12,673

 
32,762

 
25,954

Other non-interest income
3,779

 
3,843

 
10,118

 
10,018

Total non-interest income
25,075

 
31,173

 
77,130

 
72,972

Non-interest expense:
 
 
 
 
 
 
 
Employee compensation and benefits
55,162

 
55,316

 
166,374

 
156,640

Occupancy and equipment
18,488

 
19,103

 
56,263

 
56,207

Amortization of FDIC indemnification asset
38,957

 
28,409

 
116,711

 
76,874

Deposit insurance expense
4,943

 
3,615

 
12,866

 
9,696

Professional fees
3,884

 
4,095

 
10,119

 
10,073

Telecommunications and data processing
3,746

 
3,451

 
10,800

 
10,267

Depreciation of equipment under operating lease
6,855

 
5,012

 
20,004

 
12,522

Other non-interest expense
15,969

 
13,268

 
41,087

 
37,582

Total non-interest expense
148,004

 
132,269

 
434,224

 
369,861

Income before income taxes
74,398

 
70,036

 
243,343

 
211,381

Provision (benefit) for income taxes
23,550

 
(32,267
)
 
80,896

 
15,984

Net income
$
50,848

 
$
102,303

 
$
162,447

 
$
195,397

Earnings per common share, basic (see Note 2)
$
0.47

 
$
0.96

 
$
1.52

 
$
1.84

Earnings per common share, diluted (see Note 2)
$
0.47

 
$
0.95

 
$
1.50

 
$
1.83

Cash dividends declared per common share
$
0.21

 
$
0.21

 
$
0.63

 
$
0.63


The accompanying notes are an integral part of these consolidated financial statements.
2

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED
(In thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Net income
$
50,848

 
$
102,303

 
$
162,447

 
$
195,397

Other comprehensive income, net of tax:
 
 


 
 
 
 

Unrealized gains on investment securities available for sale:
 
 


 
 
 
 

Net unrealized holding gain (loss) arising during the period
3,216

 
(5,281
)
 
53,490

 
(3,436
)
Reclassification adjustment for net securities gains realized in income
(1,820
)
 
(1,417
)
 
(6,090
)
 
(3,323
)
Net change in unrealized gains on securities available for sale
1,396

 
(6,698
)
 
47,400

 
(6,759
)
Unrealized losses on derivative instruments:
 
 


 
 
 
 

Net unrealized holding gain (loss) arising during the period
5,055

 
(18,139
)
 
(34,948
)
 
(21,206
)
Reclassification adjustment for net losses realized in income
2,264

 
4,222

 
7,896

 
12,132

Net change in unrealized losses on derivative instruments
7,319

 
(13,917
)
 
(27,052
)
 
(9,074
)
Other comprehensive income (loss)
8,715

 
(20,615
)
 
20,348

 
(15,833
)
Comprehensive income
$
59,563

 
$
81,688

 
$
182,795

 
$
179,564



The accompanying notes are an integral part of these consolidated financial statements.
3

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
(In thousands)
 
Nine Months Ended September 30,
 
2016
 
2015
Cash flows from operating activities:
 

 
 

Net income
$
162,447

 
$
195,397

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Amortization and accretion, net
(90,360
)
 
(123,007
)
Provision for loan losses
42,449

 
34,387

Income from resolution of covered assets, net
(26,426
)
 
(41,261
)
Net loss on FDIC indemnification
9,410

 
53,024

(Gain) loss on sale of loans, net
7,360

 
(29,690
)
Increase in cash surrender value of bank owned life insurance
(2,973
)
 
(2,324
)
Gain on investment securities available for sale, net
(10,065
)
 
(5,493
)
Equity based compensation
13,256

 
12,045

Depreciation and amortization
38,971

 
30,744

Deferred income taxes
33,958

 
(24,445
)
Proceeds from sale of loans held for sale
121,968

 
119,877

Loans originated for sale, net of repayments
(108,075
)
 
(86,086
)
Realized tax benefits from dividend equivalents and equity based compensation
(847
)
 
(276
)
Other:
 
 
 
(Increase) decrease in other assets
(9,502
)
 
2,511

Increase in other liabilities
44,870

 
24,753

Net cash provided by operating activities
226,441

 
160,156

 
 
 
 
Cash flows from investing activities:
 

 
 

Net cash paid in business combination

 
(277,553
)
Purchase of investment securities
(2,224,174
)
 
(1,435,456
)
Proceeds from repayments and calls of investment securities available for sale
457,610

 
424,128

Proceeds from sale of investment securities available for sale
753,756

 
799,450

Purchase of non-marketable equity securities
(178,813
)
 
(106,609
)
Proceeds from redemption of non-marketable equity securities
115,388

 
80,338

Purchases of loans
(936,882
)
 
(678,075
)
Loan originations, repayments and resolutions, net
(1,389,435
)
 
(2,066,388
)
Proceeds from sale of loans, net
120,537

 
152,820

Decrease in FDIC indemnification asset for claims filed
30,829

 
46,307

Acquisition of equipment under operating lease, net
(52,399
)
 
(151,677
)
Other investing activities
(19,577
)
 
(25,088
)
Net cash used in investing activities
(3,323,160
)
 
(3,237,803
)
 
 
 
(Continued)


The accompanying notes are an integral part of these consolidated financial statements.
4

Table of Contents

BANKUNITED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Continued)
(In thousands)
 
Nine Months Ended September 30,
 
2016
 
2015
Cash flows from financing activities:
 

 
 

Net increase in deposits
1,897,808

 
2,386,146

Additions to Federal Home Loan Bank advances
18,221,400

 
5,630,000

Repayments of Federal Home Loan Bank advances
(17,011,400
)
 
(4,855,100
)
Dividends paid
(67,342
)
 
(66,626
)
Exercise of stock options
222

 
33,162

Other financing activities
50,485

 
38,829

Net cash provided by financing activities
3,091,173

 
3,166,411

Net increase (decrease) in cash and cash equivalents
(5,546
)
 
88,764

Cash and cash equivalents, beginning of period
267,500

 
187,517

Cash and cash equivalents, end of period
$
261,954

 
$
276,281

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Interest paid
$
132,398

 
$
89,626

Income taxes paid, net
$
8,168

 
$
19,249

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

 
$
13,656

Dividends declared, not paid
$
22,482

 
$
22,355

Proceeds from sale of equipment under operating lease held in escrow
$

 
$
52,237


The accompanying notes are an integral part of these consolidated financial statements.
5

Table of Contents

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, 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
629,117

 
6

 
12,766

 

 

 
12,772

Forfeiture of unvested shares
(123,947
)
 
(1
)
 
1

 

 

 

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

 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2014
101,656,702

 
$
1,017

 
$
1,353,538

 
$
651,627

 
$
46,352

 
$
2,052,534

Comprehensive income

 

 

 
195,397

 
(15,833
)
 
179,564

Dividends

 

 

 
(67,013
)
 

 
(67,013
)
Equity based compensation
662,928

 
6

 
12,039

 

 

 
12,045

Forfeiture of unvested shares
(39,706
)
 

 

 

 

 

Exercise of stock options
1,249,835

 
12

 
33,150

 

 

 
33,162

Tax benefits from dividend equivalents and equity based compensation

 

 
276

 

 

 
276

Balance at September 30, 2015
103,529,759

 
$
1,035

 
$
1,399,003

 
$
780,011

 
$
30,519

 
$
2,210,568

 

 

The accompanying notes are an integral part of these consolidated financial statements.
6

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016



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 95 branches located in 15 Florida counties and 6 banking centers located in the New York metropolitan area at September 30, 2016. 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 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 continues to provide for the Bank’s reimbursement of recoveries to the FDIC through May 21, 2017 for all other covered assets, including commercial real estate, commercial and industrial and consumer loans, certain investment securities and commercial OREO. Gains realized on the sale of formerly covered investment securities are included in recoveries subject to reimbursement. Pursuant to the terms of the Loss Sharing Agreements, the covered assets are subject to a stated loss threshold whereby the FDIC will reimburse BankUnited for 80% of losses related to the covered assets up to $4.0 billion and 95% of losses in excess of this amount, beginning with the first dollar of loss incurred. 
The 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 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, 2015 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, 2016 are not necessarily indicative of the results that may be expected in future periods. 
Certain amounts presented for prior periods have been reclassified to conform to the current period presentation.
Accounting Estimates
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and disclosures of contingent assets and liabilities. Actual results could differ significantly from these estimates.
Significant estimates include the ALLL, the amount and timing of expected cash flows from covered assets and the FDIC indemnification asset, and the fair values of investment securities and other financial instruments. Management has used information provided by third party valuation specialists to assist in the determination of the fair values of investment securities.
Loan Servicing Assets
Effective January 1, 2016, the Company made an irrevocable election to subsequently measure residential MSRs at fair value. Previously, residential MSRs were subsequently measured using the amortization method. This change had no impact on opening retained earnings at January 1, 2016.
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Accounting Standards Codification. The amendments in this update affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets unless those contracts, including leases and insurance contracts, are within the scope of other standards. The amendments establish a core principle requiring the recognition of revenue to depict the transfer of goods or services to customers in an

7

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


amount reflecting the consideration to which the entity expects to be entitled in exchange for such goods or services. The amendments also require expanded disclosures concerning the nature, amount, timing and uncertainty of revenues and cash flows arising from contracts with customers. Financial instruments and lease contracts are generally outside the scope of the ASU. The FASB has issued subsequent ASUs to clarify certain aspects of ASU 2014-09, without changing the core principle of the guidance and to defer the effective date of ASU 2014-09 to annual periods and interim periods within fiscal years beginning after December 15, 2017. While management does not currently expect adoption to have a material impact on the Company's consolidated financial position, results of operations or cash flows, management has not completed its evaluation of the impact of adoption of this ASU.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in the ASU that are expected to be most applicable to the Company 1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, 2) eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, and 3) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2017. Although management has not completed its evaluation of the impact of adoption of this ASU, adoption is not expected to have any impact on financial position or cash flows. Equity investments for which fair value changes will be recognized in earnings upon adoption totaled $74 million at September 30, 2016 and had unrealized gains of $7.5 million.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this ASU require a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for lease terms longer than one year. Accounting for leases by a lessor will not be significantly impacted by this ASU. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2018. Management has not yet made an evaluation of the impact of adoption of this ASU.
In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. The amendments in this ASU clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. A company performing the assessment under these amendments is required to assess the embedded call (put) options solely in accordance with a four-step decision sequence, without consideration of whether the contingency is related to interest rates or credit risks. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2016 and will be applied on a modified retrospective basis. While management does not currently expect adoption to have a material impact on the Company's consolidated financial position, results of operations or cash flows, management has not completed its evaluation of the impact of adoption of this ASU.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU simplify several aspects of the accounting for share-based payment transactions. The amendments provide, among other items, that a) excess tax benefits and deficiencies be recognized as income tax expense or benefit in the income statement, as opposed to additional paid-in-capital; b) excess tax benefits and deficiencies be classified with other income tax cash flows as an operating activity in the statement of cash flows; and c) an entity may make an entity-wide election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2016. Management is currently finalizing its evaluation of the impact of this ASU on the financial statements and related disclosures, including the alternative methods of adoption. The adoption is not expected to materially impact the Company's consolidated financial position, results of operations, or cash flows.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326). The ASU introduces new guidance for the accounting for credit losses on certain types of financial instruments. The ASU also modifies the impairment model for available for sale securities. The ASU introduces the CECL model which applies to financial assets subject to credit losses and measured at amortized cost, as well as certain off-balance sheet credit exposures. This includes loans, loan commitments and held-to-maturity debt securities. The CECL model requires an entity to estimate credit losses expected over the life of an exposure, considering historical, current and forecast information. The ASU amends the current OTTI model for debt securities and requires an estimate of expected credit losses only when the fair value of an available for sale debt security is below its amortized cost. Credit losses on available for sale debt securities will be limited to the difference

8

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


between the security's amortized cost basis and its fair value. The ASU also provides for a simplified accounting model for purchased financial assets with more than insignificant credit deterioration since their origination. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2019. Management has not yet made an evaluation of the impact of adoption of this ASU.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU provide guidance on eight specific cash flow classification issues where there has been diversity in practice. The guidance in the ASU that is expected to be most applicable to the Company requires: (1) cash payments for debt prepayment or extinguishment costs to be classified as cash outflows for financing activities, (2) proceeds from settlement of insurance claims to be classified on the basis of the nature of the loss and (3) cash proceeds from settlement of corporate-owned life insurance policies to be classified as cash flows from investing activities. The amendments in this ASU are effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2017. The adoption is not expected to materially impact the Company's consolidated cash flows.
Note 2    Earnings Per Common Share
The computation of basic and diluted earnings per common share is presented below for the periods indicated (in thousands, except share and per share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
c
2016
 
2015
 
2016

2015
Basic earnings per common share:
 
 
 
 
 

 
 
Numerator:
 
 
 
 
 

 
 
Net income
$
50,848

 
$
102,303

 
$
162,447

 
$
195,397

Distributed and undistributed earnings allocated to participating securities
(2,031
)
 
(4,016
)
 
(6,522
)
 
(7,578
)
Income allocated to common stockholders for basic earnings per common share
$
48,817

 
$
98,287

 
$
155,925

 
$
187,819

Denominator:
 
 
 
 
 
 
 
Weighted average common shares outstanding
104,153,018

 
103,503,425

 
104,077,932

 
103,064,484

Less average unvested stock awards
(1,150,268
)
 
(1,176,288
)
 
(1,165,509
)
 
(1,121,973
)
Weighted average shares for basic earnings per common share
103,002,750

 
102,327,137

 
102,912,423

 
101,942,511

Basic earnings per common share
$
0.47

 
$
0.96

 
$
1.52

 
$
1.84

Diluted earnings per common share:
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Income allocated to common stockholders for basic earnings per common share
$
48,817

 
$
98,287

 
$
155,925

 
$
187,819

Adjustment for earnings reallocated from participating securities
(81
)
 
25

 
(264
)
 
30

Income used in calculating diluted earnings per common share
$
48,736

 
$
98,312

 
$
155,661

 
$
187,849

Denominator:
 
 


 
 
 
 
Weighted average shares for basic earnings per common share
103,002,750

 
102,327,137

 
102,912,423

 
101,942,511

Dilutive effect of stock options
558,304

 
989,661

 
699,977

 
839,518

Weighted average shares for diluted earnings per common share
103,561,054

 
103,316,798

 
103,612,400

 
102,782,029

Diluted earnings per common share
$
0.47

 
$
0.95

 
$
1.50

 
$
1.83


9

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


Included in participating securities above are unvested shares and 3,023,314 dividend equivalent rights outstanding at September 30, 2016 that were issued in conjunction with the IPO of the Company's common stock. These dividend equivalent rights expire in 2021 and participate in dividends on a one-for-one basis.
The following potentially dilutive securities were outstanding at September 30, 2016 and 2015, but excluded from the calculation of diluted earnings per common share for the periods indicated because their inclusion would have been anti-dilutive: 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Unvested shares
1,296,848

 
1,192,732

 
1,296,848

 
1,192,732

Stock options and warrants
1,851,376

 
1,851,376

 
1,851,376

 
1,851,376

 

10

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


Note 3    Investment Securities
Investment securities available for sale consisted of the following at the dates indicated (in thousands):
 
September 30, 2016
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
 
 
Gains
 
Losses
 
U.S. Treasury securities
$
4,999

 
$
12

 
$

 
$
5,011

U.S. Government agency and sponsored enterprise residential MBS
1,374,414

 
18,829

 
(772
)
 
1,392,471

U.S. Government agency and sponsored enterprise commercial MBS
147,141

 
4,250

 
(314
)
 
151,077

Re-Remics
49,130

 
619

 
(7
)
 
49,742

Private label residential MBS and CMOs
426,784

 
49,335

 
(284
)
 
475,835

Private label commercial MBS
1,279,911

 
18,115

 
(590
)
 
1,297,436

Single family rental real estate-backed securities
778,878

 
8,870

 
(1,047
)
 
786,701

Collateralized loan obligations
487,664

 
520

 
(1,612
)
 
486,572

Non-mortgage asset-backed securities
190,020

 
3,065

 
(3
)
 
193,082

Preferred stocks
66,217

 
7,514

 

 
73,731

State and municipal obligations
494,607

 
30,662

 

 
525,269

SBA securities
497,731

 
6,186

 
(567
)
 
503,350

Other debt securities
3,963

 
3,821

 

 
7,784

 
$
5,801,459

 
$
151,798

 
$
(5,196
)
 
$
5,948,061

 
December 31, 2015
 
Amortized Cost
 
Gross Unrealized
 
Fair Value
 
 
Gains
 
Losses
 
U.S. Treasury securities
$
4,997

 
$

 
$

 
$
4,997

U.S. Government agency and sponsored enterprise residential MBS
1,167,197

 
15,376

 
(4,255
)
 
1,178,318

U.S. Government agency and sponsored enterprise commercial MBS
95,997

 
944

 
(127
)
 
96,814

Re-Remics
88,658

 
1,138

 
(105
)
 
89,691

Private label residential MBS and CMOs
502,723

 
44,822

 
(2,933
)
 
544,612

Private label commercial MBS
1,219,355

 
5,533

 
(6,148
)
 
1,218,740

Single family rental real estate-backed securities
646,156

 
284

 
(9,735
)
 
636,705

Collateralized loan obligations
309,615

 

 
(2,738
)
 
306,877

Non-mortgage asset-backed securities
54,981

 
1,519

 

 
56,500

Preferred stocks
75,742

 
7,467

 

 
83,209

State and municipal obligations
351,456

 
10,297

 

 
361,753

SBA securities
270,553

 
3,343

 
(560
)
 
273,336

Other debt securities
3,854

 
4,133

 

 
7,987

 
$
4,791,284

 
$
94,856

 
$
(26,601
)
 
$
4,859,539

Investment securities held to maturity at September 30, 2016 and December 31, 2015 consisted of one State of Israel bond with a carrying value of $10 million. Fair value approximated carrying value at September 30, 2016 and December 31, 2015. The bond matures in 2024.

11

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


At September 30, 2016, contractual maturities of investment securities available for sale, adjusted for anticipated prepayments of mortgage-backed and other pass-through securities, were as follows (in thousands): 
 
Amortized Cost
 
Fair Value
Due in one year or less
$
509,907

 
$
525,258

Due after one year through five years
3,177,514

 
3,225,301

Due after five years through ten years
1,704,020

 
1,763,306

Due after ten years
343,801

 
360,465

Preferred stocks with no stated maturity
66,217

 
73,731

 
$
5,801,459

 
$
5,948,061

Based on the Company’s proprietary assumptions, the estimated weighted average life of the investment portfolio as of September 30, 2016 was 4.9 years. The effective duration of the investment portfolio as of September 30, 2016 was 1.5 years. The model results are based on assumptions that may differ from actual results. 
The carrying value of securities pledged as collateral for FHLB advances, public deposits, interest rate swaps and to secure borrowing capacity at the FRB totaled $2.1 billion and $1.5 billion at September 30, 2016 and December 31, 2015, respectively. 
The following table provides information about gains and losses on investment securities available for sale for the periods indicated (in thousands): 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Proceeds from sale of investment securities available for sale
$
259,571


$
324,536

 
$
753,756

 
$
799,450

 
 
 
 
 
 
 
 
Gross realized gains
$
3,471

 
$
2,343

 
$
10,528

 
$
5,968

Gross realized losses

 

 

 
(475
)
Net realized gain
3,471

 
2,343

 
10,528

 
5,493

OTTI
(463
)
 

 
(463
)
 

Gain on investment securities available for sale, net
$
3,008

 
$
2,343

 
$
10,065

 
$
5,493

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.

12

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


The following tables present the aggregate fair value and the aggregate amount by which amortized cost exceeded fair value for investment securities in unrealized loss positions, aggregated by investment category and length of time that individual securities had been in continuous unrealized loss positions at the dates indicated (in thousands): 
 
September 30, 2016
 
Less than 12 Months
 
12 Months or Greater
 
Total
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
U.S. Government agency and sponsored enterprise residential MBS
$
134,155

 
$
(541
)
 
$
8,887

 
$
(231
)
 
$
143,042

 
$
(772
)
U.S. Government agency and sponsored enterprise commercial MBS
47,316

 
(314
)
 

 

 
47,316

 
(314
)
Re-Remics
2,704

 
(7
)
 

 

 
2,704

 
(7
)
Private label residential MBS
and CMOs
17,965

 
(163
)
 
8,807

 
(121
)
 
26,772

 
(284
)
Private label commercial MBS
44,652

 
(98
)
 
186,746

 
(492
)
 
231,398

 
(590
)
Single family rental real estate-backed securities

 

 
176,869

 
(1,047
)
 
176,869

 
(1,047
)
Collateralized loan obligations
79,290

 
(533
)
 
153,921

 
(1,079
)
 
233,211

 
(1,612
)
Non-mortgage asset-backed securities
20,434

 
(3
)
 

 

 
20,434

 
(3
)
SBA securities
4,241

 
(40
)
 
20,253

 
(527
)
 
24,494

 
(567
)
 
$
350,757

 
$
(1,699
)
 
$
555,483

 
$
(3,497
)
 
$
906,240

 
$
(5,196
)
 
December 31, 2015
 
Less than 12 Months
 
12 Months or Greater
 
Total
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
U.S. Government agency and sponsored enterprise residential MBS
$
321,143

 
$
(3,065
)
 
$
54,290

 
$
(1,190
)
 
$
375,433

 
$
(4,255
)
U.S. Government agency and sponsored enterprise commercial MBS
5,273

 
(127
)
 

 

 
5,273

 
(127
)
Re-Remics
20,421

 
(105
)
 

 

 
20,421

 
(105
)
Private label residential MBS
 and CMOs
289,312

 
(2,401
)
 
16,342

 
(532
)
 
305,654

 
(2,933
)
Private label commercial MBS
739,376

 
(4,476
)
 
106,280

 
(1,672
)
 
845,656

 
(6,148
)
Single family rental real estate-backed securities
381,033

 
(4,499
)
 
212,491

 
(5,236
)
 
593,524

 
(9,735
)
Collateralized loan obligations
257,442

 
(2,173
)
 
49,435

 
(565
)
 
306,877

 
(2,738
)
SBA securities
41,996

 
(543
)
 
868

 
(17
)
 
42,864

 
(560
)
 
$
2,055,996

 
$
(17,389
)
 
$
439,706

 
$
(9,212
)
 
$
2,495,702

 
$
(26,601
)
The Company monitors its investment securities available for sale for OTTI on an individual security basis. As discussed above, OTTI was recognized on two positions in one private label commercial MBS during the nine months ended September 30, 2016. No securities were determined to be other-than-temporarily impaired during the nine months ended September 30, 2015. Other than as noted above, the Company does not intend to sell securities that are in significant unrealized loss positions and it is not more likely than not that the Company will be required to sell these securities before recovery of the amortized cost

13

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


basis, which may be at maturity. At September 30, 2016, 34 securities were in unrealized loss positions. The amount of impairment related to 11 of these securities was considered insignificant, totaling approximately $101 thousand and no further analysis with respect to these securities was considered necessary. The basis for concluding that impairment of the remaining securities was not other-than-temporary is further described below: 
U.S. Government agency and sponsored enterprise residential MBS and commercial MBS
At September 30, 2016, four U.S. Government agency and sponsored enterprise residential MBS and one U.S. Government agency and sponsored enterprise commercial MBS were in unrealized loss positions. The substantial majority of the securities had been in unrealized loss positions for less than twelve months and the amount of impairment was less than 1% of amortized cost. The timely payment of principal and interest on these securities is explicitly or implicitly guaranteed by the U.S. Government. Given the generally limited severity and duration of impairment and the expectation of timely payment of principal and interest, the impairments were considered to be temporary.
Private label residential MBS and CMOs
At September 30, 2016, three private label residential MBS were in unrealized loss positions. The amount of impairment of each of the individual securities was less than 2% of amortized cost. These securities were assessed for OTTI using credit and prepayment behavioral models that incorporate CUSIP level constant default rates, voluntary prepayment rates and loss severity and delinquency assumptions. The results of these assessments were not indicative of credit losses that would result in the Company recovering less than its amortized cost basis related to any of these securities as of September 30, 2016. Given the limited severity of impairment and the expectation of timely recovery of outstanding principal, the impairments were considered to be temporary.
Private label commercial MBS:
At September 30, 2016, five private label commercial MBS were in unrealized loss positions. The amount of impairment of each of the individual securities was less than 1% of amortized cost. The unrealized losses were primarily attributable to widening credit spreads since the purchase of the securities. These securities were assessed for OTTI using credit and prepayment behavioral models incorporating assumptions consistent with the collateral characteristics of each security. The results of this analysis were not indicative of expected credit losses. Each of the securities has greater than 30% current credit enhancement. Given the expectation of timely recovery of outstanding principal, the impairments were considered to be temporary.
Single family rental real estate-backed securities:
At September 30, 2016, five single family rental real estate-backed securities were in unrealized loss positions. The unrealized losses were primarily due to widening credit spreads since the purchase of the securities, leading to increased extension risk. The amount of impairment of each of the individual securities was 1% or less of amortized cost. Management's analysis of the credit characteristics, including loan-to-value and debt service coverage ratios, and levels of subordination for each of the securities is not indicative of projected credit losses. Given the limited severity of impairment and the absence of projected credit losses, the impairments were considered to be temporary.
Collateralized loan obligations:
At September 30, 2016, three collateralized loan obligations were in unrealized loss positions, due to widening credit spreads subsequent to acquisition. The amount of impairment of each of the individual securities was less than 1% of amortized cost. Given the limited severity of impairment, levels of subordination and the results of independent analyses of the credit quality of loans underlying the securities, the impairments were considered to be temporary.
SBA securities:
At September 30, 2016, two SBA securities were in unrealized loss positions. The majority of impairment related to one security and was less than 3% of amortized cost. This security was purchased at a premium and the impairment was attributable primarily to increased prepayment speeds. The timely payment of principal and interest on these securities is guaranteed by this U.S. Government agency. Given the limited severity of impairment and the expectation of timely payment of principal and interest, the impairments were considered to be temporary.

14

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


Note 4   Loans and Allowance for Loan and Lease Losses
The Company segregates its loan portfolio between covered and non-covered loans. Non-covered loans include those originated or purchased since the FSB Acquisition ("new loans") and loans acquired in the FSB Acquisition for which loss share coverage has terminated. Loans acquired in the FSB Acquisition are further segregated between ACI loans and non-ACI loans.
Loans consisted of the following at the dates indicated (dollars in thousands):
 
September 30, 2016
 
Non-Covered Loans
 
Covered Loans
 
 
 
Percent of Total
 
New Loans
 
ACI
 
ACI
 
Non-ACI
 
Total
 
Residential:
 

 
 

 
 

 
 

 
 

 
 

1-4 single family residential
$
3,305,895

 
$

 
$
580,828

 
$
38,848

 
$
3,925,571

 
20.7
%
Home equity loans and lines of credit
1,219

 

 
3,008

 
53,360

 
57,587

 
0.3
%
 
3,307,114

 

 
583,836

 
92,208

 
3,983,158

 
21.0
%
Commercial:
 
 
 
 
 
 
 
 
 
 
 
Multi-family
3,773,049

 
22,973

 

 

 
3,796,022

 
20.0
%
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
1,669,866

 
10,279

 

 

 
1,680,145

 
8.8
%
Non-owner occupied
3,720,048

 
12,994

 

 

 
3,733,042

 
19.6
%
Construction and land
282,409

 

 

 

 
282,409

 
1.5
%
Commercial and industrial
3,205,534

 
928

 

 

 
3,206,462

 
16.9
%
Commercial lending subsidiaries
2,289,205

 

 

 

 
2,289,205

 
12.0
%
 
14,940,111

 
47,174

 

 

 
14,987,285

 
78.8
%
Consumer
30,289

 
7

 

 

 
30,296

 
0.2
%
Total loans
18,277,514

 
47,181

 
583,836

 
92,208

 
19,000,739

 
100.0
%
Premiums, discounts and deferred fees and costs, net
48,632

 

 

 
(6,768
)
 
41,864

 
 
Loans including premiums, discounts and deferred fees and costs
18,326,146

 
47,181

 
583,836

 
85,440

 
19,042,603

 
 
Allowance for loan and lease losses
(151,691
)
 

 

 
(2,785
)
 
(154,476
)
 
 
Loans, net
$
18,174,455

 
$
47,181

 
$
583,836

 
$
82,655

 
$
18,888,127

 
 
 

15

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


 
December 31, 2015
 
Non-Covered Loans
 
Covered Loans
 
 
 
Percent of Total
 
New Loans
 
ACI
 
ACI
 
Non-ACI
 
Total
 
Residential:
 

 
 

 
 

 
 

 
 

 
 

1-4 single family residential
$
2,883,470

 
$

 
$
699,039

 
$
46,110

 
$
3,628,619

 
21.9
%
Home equity loans and lines of credit
806

 

 
4,831

 
67,493

 
73,130

 
0.4
%
 
2,884,276

 

 
703,870

 
113,603

 
3,701,749

 
22.3
%
Commercial:
 
 
 
 
 
 
 
 
 
 
 
Multi-family
3,447,526

 
24,636

 

 

 
3,472,162

 
20.9
%
Commercial real estate
 
 
 
 
 
 
 
 
 
 
 
Owner occupied
1,338,184

 
16,567

 

 

 
1,354,751

 
8.2
%
Non-owner occupied
2,885,226

 
25,101

 

 

 
2,910,327

 
17.5
%
Construction and land
347,676

 

 

 

 
347,676

 
2.1
%
Commercial and industrial
2,769,813

 
1,062

 

 

 
2,770,875

 
16.7
%
Commercial lending subsidiaries
2,003,984

 

 

 

 
2,003,984

 
12.1
%
 
12,792,409

 
67,366

 

 

 
12,859,775

 
77.5
%
Consumer
35,173

 
10

 

 

 
35,183

 
0.2
%
Total loans
15,711,858

 
67,376

 
703,870

 
113,603

 
16,596,707

 
100.0
%
Premiums, discounts and deferred fees and costs, net
47,829

 

 

 
(7,933
)
 
39,896

 
 
Loans including premiums, discounts and deferred fees and costs
15,759,687

 
67,376

 
703,870

 
105,670

 
16,636,603

 
 
Allowance for loan and lease losses
(120,960
)
 

 

 
(4,868
)
 
(125,828
)
 
 
Loans, net
$
15,638,727

 
$
67,376

 
$
703,870

 
$
100,802

 
$
16,510,775

 
 
Through two subsidiaries, the Bank provides commercial and municipal equipment and franchise financing utilizing both loan and lease structures. At September 30, 2016 and December 31, 2015, the commercial lending subsidiaries portfolio included a net investment in direct financing leases of $626 million and $472 million, respectively.
During the three and nine months ended September 30, 2016 and 2015, the Company purchased 1-4 single family residential loans totaling $355 million, $937 million, $243 million and $678 million, respectively.
At September 30, 2016, the Company had pledged real estate loans with UPB of approximately $9.2 billion and recorded investment of approximately $8.4 billion as security for FHLB advances.
At September 30, 2016 and December 31, 2015, the UPB of ACI loans was $1.6 billion and $2.0 billion, respectively. The accretable yield on ACI loans represents the amount by which undiscounted expected future cash flows exceed recorded investment. Changes in the accretable yield on ACI loans for the nine months ended September 30, 2016 and the year ended December 31, 2015 were as follows (in thousands):
Balance at December 31, 2014
$
1,005,312

Reclassifications from non-accretable difference
192,291

Accretion
(295,038
)
Balance at December 31, 2015
902,565

Reclassifications from non-accretable difference
27,093

Accretion
(228,542
)
Balance at September 30, 2016
$
701,116


16

Table of Contents
BANKUNITED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
September 30, 2016


Covered loan sales
During the periods indicated, the Company sold covered residential loans to third parties on a non-recourse basis. The following table summarizes the impact of these transactions (in thousands): 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
UPB of loans sold
$
61,406

 
$
66,129

 
$
176,958

 
$
184,250

 
 
 
 
 
 
 
 
Cash proceeds, net of transaction costs
$
37,047

 
$
54,209

 
$
120,537

 
$
152,820

Recorded investment in loans sold
47,080

 
44,921

 
135,432

 
126,109

Gain (loss) on sale of covered loans, net
$
(10,033
)
 
$
9,288

 
$
(14,895
)
 
$
26,711

 
 
 
 
 
 
 
 
Gain (loss) on FDIC indemnification, net
$
8,026

 
$
(7,430
)
 
$
11,958

 
$
(21,476
)
 
Allowance for loan and lease losses 
Activity in the ALLL is summarized as follows for the periods indicated (in thousands):
 
Three Months Ended September 30,
 
2016
 
2015
 
Residential
 
Commercial
 
Consumer
 
Total
 
Residential
 
Commercial
 
Consumer
 
Total
Beginning balance
$
12,286

 
$
123,303

 
$
129

 
$
135,718

 
$
13,429

 
$
93,757

 
$
199

 
$
107,385

Provision for (recovery of) loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-ACI loans
(430
)
 
(15
)
 

 
(445
)
 
1,089

 
(16
)
 

 
1,073

New loans
1,935

 
22,879

 
39

 
24,853

 
191

 
16,500

 
55

 
16,746

Total provision
1,505

 
22,864

 
39

 
24,408

 
1,280

 
16,484

 
55

 
17,819

Charge-offs:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-ACI loans
(247
)