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

•	credit risk, relating to our portfolios of loans, leases and investments overall, as well as loans and leases exposed to specific industry conditions;

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

•	an inability to successfully execute our fundamental growth strategy;

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

•	natural or man-made disasters;

•	risks related to the regulation of our industry;

•	inadequate allowance for credit losses;

•	interest rate risk;

•	liquidity risk;

•	loss of executive officers or key personnel;

•	competition;

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

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

•	inadequate or inaccurate forecasting tools and models;

•	ineffective risk management or internal controls;

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

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

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•	enjoin "unsafe or unsound" practices;

•	require affirmative actions to correct any violation or practice;

•	issue administrative orders that can be judicially enforced;

•	direct increases in capital;

•	direct the sale of subsidiaries or other assets;

•	limit dividends and distributions;

•	restrict growth;

•	assess civil monetary penalties;

•	remove officers and directors; and

•	terminate deposit insurance.

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Source of strength.  The Dodd-Frank Act and Federal Reserve Board policy require all companies, including BHCs, that directly or indirectly control an insured depository institution to serve as a source of strength for the institution. Under this requirement, BankUnited, Inc. in the future could be required to provide financial assistance to BankUnited should it experience financial distress. Such support may be required at times when, absent this statutory and Federal Reserve Policy requirement, a BHC may not be inclined to provide it.

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

•

Company-Run Stress Testing.  Under Section 165(i) of the Dodd-Frank Act and the stress testing rules of the Federal Reserve Board and OCC, each BHC and national bank with more than $10 billion and less than $50 billion in total consolidated assets must annually conduct a company-run stress test to estimate the potential impact of three scenarios provided by the agencies on its regulatory capital ratios and certain other financial metrics. BankUnited, Inc. and the Bank are required to publicly disclose a summary of the results of these forward looking, company-run stress tests that assesses the impact of hypothetical macroeconomic baseline, adverse and severely adverse economic scenarios. In 2017, BankUnited, Inc. and the Bank will submit the results of their company-run stress test to the Federal Reserve Board and OCC by July 31 and will publish a public summary of the results between October 15 and October 30.

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Mortgage loan origination and risk retention.  The Dodd-Frank Act imposes new standards for mortgage loan originations on all lenders, including banking organizations, by requiring that lenders be able to substantiate they have made a good faith determination of a borrower's ability to repay a mortgage. The ability to repay requirement mandates specific factors that a lender must consider in evaluating a borrower's ability to repay. In 2013, federal regulators released the "qualified mortgage" rule. The qualified mortgage rule is intended to clarify the application of the Dodd-Frank Act requirement that mortgage lenders have a reasonable belief that borrowers have the ability to repay their mortgages. For mortgages meeting the regulatory definition of qualified mortgages, lenders generally enjoy a safe harbor with respect to compliance with the ability to repay rules. Generally, to be considered qualified mortgages, loans must meet all requirements set forth in the ability to repay rules and have debt-to-income ratios and closing costs not exceeding specified levels. Any prepayment penalties must fall within defined constraints. Loans meeting the regulatory definition of higher priced loans, or those with balloon, negative amortization or interest-only features do not meet the definition of qualified mortgages. While lenders are permitted to originate mortgages that do not meet the definition of qualified mortgages, the burden of demonstrating compliance with the ability to repay rules with respect to such mortgages is greater, possibly impeding a lender's ability to foreclose on such mortgages. Any loans that we make outside of the “qualified mortgage” criteria could expose us to an increased risk of liability and reduce or delay our ability to foreclose on the underlying property. The CFPB’s “qualified mortgage” rule could limit our ability or desire to make certain types of loans or loans to certain borrowers, or could make it more expensive or time consuming to make these loans. Any decreases in loan origination volume or increases in compliance and foreclosure costs caused by the rule could negatively affect our business, operating results and financial condition.

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

•

CFPB.  The Dodd-Frank Act created a new independent CFPB. The CFPB is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The CFPB has rulemaking authority over many of the statutes governing products and services offered to bank and thrift consumers. For banking organizations with assets of $10 billion or more, such as BankUnited, Inc. and the Bank, the CFPB has exclusive rule making and examination, and primary enforcement authority under federal consumer financial law. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the

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Deposit insurance.  The Dodd-Frank Act made permanent the general $250,000 deposit insurance limit for insured deposits. Amendments to the FDIA also revised the assessment base against which an insured depository institution's deposit insurance premiums paid to the DIF of the FDIC are calculated. Under the amendments, the assessment base is the institution's average consolidated total assets less its average tangible equity. Additionally, the Dodd-Frank Act made changes to the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15 percent to 1.35 percent of the estimated amount of total insured deposits, and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds.

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Transactions with affiliates and insiders.  The Dodd-Frank Act generally enhanced the restrictions on transactions with affiliates under Section 23A and 23B of the Federal Reserve Act, including an expansion of the definition of "covered transactions" and clarification regarding the amount of time for which collateral requirements regarding covered credit transactions must be satisfied. Insider transaction limitations are expanded through the strengthening of loan restrictions to insiders and the expansion of the types of transactions subject to the various limits, including derivatives transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. Restrictions are also placed on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution's board of directors.

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Enhanced lending limits.  The Dodd-Frank Act strengthens the existing limits on a depository institution's credit exposure to one borrower. The OCC published a final rule in 2013 amending its existing lending limits to incorporate changes made by the Dodd-Frank Act. The Dodd-Frank Act and the final rule amend the OCC's lending limit regulation to include credit exposures arising from derivative transactions and repurchase agreements, reverse repurchase agreements, securities lending transactions, and securities borrowing transactions. The final rule exempts certain types of transactions, and outlines the methods that banks can choose from to measure credit exposures of derivative transactions and securities financing transactions. In most cases, a bank may choose which method it will use; the OCC, however, may specify that a bank use a particular method for safety and soundness reasons.

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

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Interchange Fees. The Dodd-Frank Act gave the Federal Reserve Board the authority to establish rules regarding interchange fees charged for electronic debit transactions by a payment card issuer that, together with its affiliates, has assets of $10 billion or more and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer. The Federal Reserve Board has adopted rules under this provision that limit the swipe fees that a debit card issuer can charge a merchant for a transaction to the sum of 21 cents and five basis points times the value of the transaction, plus up to one cent for fraud prevention costs.

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

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

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(i)	4.5% based upon CET1;

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

(iii)	8.0% based upon total regulatory capital.

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•	Truth in Lending Act;

•	Truth in Savings Act;

•	Electronic Funds Transfer Act;

•	Expedited Funds Availability Act;

•	Equal Credit Opportunity Act;

•	Fair and Accurate Credit Transactions Act;

•	Fair Housing Act;

•	Fair Credit Reporting Act;

•	Fair Debt Collection Act;

•	Gramm-Leach-Bliley Act;

•	Home Mortgage Disclosure Act;

•	Right to Financial Privacy Act;

•	Real Estate Settlement Procedures Act;

•	laws regarding unfair and deceptive acts and practices; and

•	usury laws.

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

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

•	A decrease in the value of our assets;

•	A decrease in our earnings;

•	A decrease in liquidity; and

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

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•	an increase in loan delinquencies;

•	an increase in problem assets and foreclosures;

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

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

•	general or local economic conditions;

•	environmental cleanup liability;

•	neighborhood values;

•	interest rates;

•	commercial real estate rental and vacancy rates;

•	real estate tax rates;

•	operating expenses of the mortgaged properties;

•	supply of and demand for properties;

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

•	zoning laws;

•	governmental rules, regulations and fiscal policies; and

•	hurricanes or other natural or man-made disasters.

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

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

•	the ability to expand our market position;

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

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

•	customer satisfaction with our level of service; and

•	industry and general economic trends.

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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(1)	Includes a discrete income tax benefit of $49.3 million recognized during the year ended December 31, 2015.

(2)	On a tax-equivalent basis.

(3)	Total loans include premiums, discounts, deferred fees and costs and loans held for sale.

(4)

We define non-performing loans to include non-accrual loans, loans, other than ACI loans, that are past due 90 days or more and still accruing and certain loans modified in troubled debt restructurings. Contractually delinquent ACI loans on which interest continues to be accreted are excluded from non-performing loans. Effective January 1, 2016, we are no longer reporting accruing TDRs as non-performing.

(5)	Non-performing assets include non-performing loans, OREO and other repossessed assets.

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

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•	Net income for the year ended December 31, 2016 was $225.7 million, or $2.09 per diluted share, compared to $251.7 million, or $2.35 per diluted share for the year ended December 31, 2015. Earnings for 2016 generated a return on average stockholders' equity of 9.64% and a return on average assets of 0.87%.

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Earnings for the year ended December 31, 2015 benefited from a discrete income tax benefit of $49.3 million. Non-interest expense for 2015 included $1.3 million in professional fees related to this tax benefit. Excluding the impact of this discrete income tax benefit and related professional fees, net income for 2015 was $203.1 million, diluted earnings per share was $1.90, return on average stockholders' equity was 9.38% and return on average assets was 0.95%.

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Net interest income for the year ended December 31, 2016 was $870.4 million, an increase of $124.7 million over the prior year. The net interest margin, calculated on a tax-equivalent basis, decreased to 3.73% for 2016 from 3.94% for 2015. The origination of new loans at current market yields lower than those on loans acquired in the FSB Acquisition and the cost of the senior notes issued in November 2015 were the most significant contributors to the decline in the net interest margin. The following chart provides a comparison of net interest margin, the interest rate spread, the average yield on interest earning assets and the average rate paid on interest bearing liabilities for the years ended December 31, 2016 and 2015 (on a tax-equivalent basis):

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Total interest earning assets increased by $4.2 billion for the year ended December 31, 2016. New loans and leases, including equipment under operating lease, grew by $3.0 billion to $19.3 billion for the year ended December 31, 2016. New loan growth was concentrated in commercial portfolio segments, commensurate with our core business strategy. During the year ended December 31, 2016, new commercial loans grew by $2.4 billion; equipment under operating lease grew by $56 million; and new residential loans grew by $546 million. The New York region, the Florida region and our national platforms contributed $878 million, $985 million and $1.1 billion, respectively, to new loan growth for the year ended December 31, 2016. The following charts compare the composition of our loan and lease portfolio by portfolio segment and of our new loan and lease portfolio by region at December 31, 2016 and 2015:

(1)	Commercial real estate loans include multifamily, non-owner occupied commercial real estate and construction and land loans.

(2)	Includes equipment under operating leases.

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Asset quality remained strong. At December 31, 2016, 97.5% of the new commercial loan portfolio was rated "pass" and substantially all of the new residential portfolio was current. The ratio of non-performing, non-covered loans to total non-covered loans was 0.71% and the ratio of non-covered non-performing assets to total assets was 0.51% at December 31, 2016. Non-performing taxi medallion loans comprised 0.32% of total non-covered loans and 0.22% of total assets at December 31, 2016. Credit risk related to the covered assets is significantly mitigated by the Loss Sharing Agreements. A comparison of our non-covered, non-performing assets ratio to that of our peers at December 31, 2016, 2015 and 2014 is presented in the chart below:

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

(2)	Source: SNL Financial. Peer data reflects median values for publicly traded U.S. banks and thrifts with assets between $10-50 billion.

•	Total deposits grew by $2.6 billion for the year ended December 31, 2016 to $19.5 billion. The average cost of total deposits increased to 0.66% for the year ended December 31, 2016 from 0.61% for 2015. The following charts illustrate the composition of deposits at December 31, 2016 and 2015:

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•	Tangible book value per common share increased to $22.47 at December 31, 2016 from $20.90 at December 31, 2015.

•	The Company’s and the Bank's capital ratios exceeded all regulatory “well capitalized” guidelines. The charts below present the Company's and the Bank's regulatory capital ratios compared to regulatory guidelines as of December 31, 2016 and 2015:

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•	Our strategic focus emphasizes safety and soundness, long-term profitability and sustainable balance sheet growth.

•	Growth in core deposit relationships, further optimization of our deposit mix and management of the cost of funds, while targeting a loan to deposit ratio of under 100%. We anticipate deposit growth exceeding loan growth for 2017.

•	Continued organic loan growth in Florida and the Tri-State market, both of which we believe to be attractive banking markets, as well as across our national lending platforms. We seek to maintain a loan portfolio diversified across geographies and product classes, predicated on a culture of disciplined credit underwriting.

•	Focus on a scalable and efficient operating model.

•	We will opportunistically evaluate potential strategic acquisitions of financial institutions and complementary businesses.

•	Competitive market conditions for both loans and deposits in our primary geographic footprint may impact our ability to execute our balance sheet growth and profitability strategy. Managing the cost of funds while growing deposits in a competitive and, potentially, rising interest rate environment presents a strategic challenge.

•	Originating assets in the current market interest rate environment is likely to continue to put pressure on our net interest margin, particularly as higher yielding covered assets are liquidated or mature.

•	Uncertainty about fiscal and monetary policy may impact our business strategy and the business and economic environment in which we operate.

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

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

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

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

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

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

•	our selection and evaluation of qualitative factors.

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

•	Interest income and the net interest margin reflect the impact of accretion of the fair value adjustments made to the carrying amounts of interest earning assets in conjunction with the FSB Acquisition;

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

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

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

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

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

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

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(1)	On a tax-equivalent basis. The tax-equivalent adjustment for tax-exempt loans was $23.3 million, $15.9 million and $11.0 million, and the tax-equivalent adjustment for tax-exempt investment securities was $10.5 million, $4.4 million and $2.8 million, for the years ended December 31, 2016, 2015 and 2014, respectively.

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

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New loans originated at lower market rates of interest comprised a greater percentage of the portfolio for the year ended December 31, 2016 than for 2015. New loans represented 95.7% of the average balance of loans outstanding for the year ended December 31, 2016 compared to 93.0% for the year ended December 31, 2015. We would expect the impact of growth of the new loan portfolio to lead to further declines in the overall yield on loans, given an otherwise stable interest rate environment.

•	The tax-equivalent yield on new loans increased to 3.54% for the year ended December 31, 2016 from 3.50% for the year ended December 31, 2015.

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Interest income on loans acquired in the FSB Acquisition totaled $309.4 million and $303.2 million for the years ended December 31, 2016 and 2015, respectively. The tax-equivalent yield on those loans increased to 39.98% for the year ended December 31, 2016 from 30.29% for the year ended December 31, 2015. The increase in the yield on loans acquired in the FSB Acquisition resulted primarily from improvements in expected cash flows for ACI loans.

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•	New loans originated at lower market rates of interest comprised a greater percentage of the portfolio for the year ended December 31, 2015 than for 2014. New loans represented 93.0% of the average balance of loans outstanding for the year ended December 31, 2015 compared to 87.8% for the year ended December 31, 2014.

•	The tax-equivalent yield on new loans declined to 3.50% for the year ended December 31, 2015 from 3.56% for the year ended December 31, 2014.

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Interest income on loans acquired in the FSB Acquisition totaled $303.2 million and $348.6 million for the years ended December 31, 2015 and 2014, respectively. The tax-equivalent yield on those loans increased to 30.29% for the year ended December 31, 2015 from 27.09% for the year ended December 31, 2014. Increases in the yield resulting from improvements in the timing and amount of expected cash flows were partially offset by a decrease in the amount of interest income recognized in connection with the sale of ACI residential loans from the pool with a carrying value of zero. Interest income on loans included $30.9 million in proceeds from sales of loans from the zero carrying value pool for the year ended December 31, 2014. No loans were sold from the zero carrying value pool in the year ended December 31, 2015.

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•	gains or losses from the resolution of covered assets;

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

•	gains or losses on the sale of covered loans; and

•	gains or losses on covered OREO.

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

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

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

•	adverse changes in expected cash flows;

•	collateral values and performance;

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

•	changes in the economic or regulatory environment;

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

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

•	changes in credit ratings.

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(1)	Fixed-rate loans with contractual terms of 20 years comprise less than 3% of the total at both December 31, 2016 and 2015, and are reported with 15 year fixed above.

(1)	No other state represented borrowers with more than 4.0% of 1-4 single family residential loans outstanding at December 31, 2016 or 2015.

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(1)	No other state represented borrowers with more than 4.0% of loans outstanding at December 31, 2016 or 2015.

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•	Approximately 98% of the portfolio secured directly by taxi medallions was concentrated in New York City.

•	Loans delinquent by 30 days or more totaled $40.8 million or 22.8% of the portfolio, compared to $7.9 million or 3.7% of the portfolio at December 31, 2015. Loans delinquent by 90 days or more totaled $29.2 million or 16.4% of the portfolio, compared to $1.9 million or 0.9% of the portfolio at December 31, 2015. Loans on non-accrual status totaled $60.7 million at December 31, 2016.

•	At December 31, 2016, $40.5 million, $138.0 million and $0.2 million of loans were rated pass, substandard and doubtful, respectively.

•	Based on our updated analysis of medallion values, the weighted average estimated current LTV for loans directly secured by medallions was approximately 83% and approximately 52.3% of those loans had current LTV in excess of 100%.

•	Approximately 13.8% of the portfolio consisted of interest only loans.

•	Based on our updated analysis of the estimated cash flow generating capacity of medallions, as discussed above, approximately 57.4% of loans secured directly by taxi medallions had estimated prospective debt service coverage ratios of less than 1.00, the majority of which were current with respect to payment of principal and interest.

•	The portfolio included 76 loans modified in TDRs with a recorded investment of $65.9 million.

•	In the aggregate, the ALLL related to taxi medallion loans was 6.0% of the outstanding balance at December 31, 2016, compared to 4.7% at December 31, 2015. Charge-offs of $11.1 million were recognized in the year ended December 31, 2016 related to taxi medallion loans.

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(1)	Effective January 1, 2016, we are no longer reporting accruing TDRs as non-performing.

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

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

(1)	Includes TDRs on accrual status.

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

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

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

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

•	Portfolio growth trends;

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

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

•	Changes in the value of underlying collateral;

•	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.

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

•	A decline of $1.8 million for new 1-4 single family residential loans in spite of growth in the corresponding portfolio was primarily attributable to a decline in both the applicable quantitative historical loss rate and qualitative reserves. The most significant factor in the decline in qualitative reserves was a decrease in the economic factor related to GDP growth rates.

•	An increase of $2.7 million for new multi-family loans was primarily driven by the growth of the corresponding loan portfolio.

•	An increase of $3.9 million for new owner occupied commercial real estate loans reflects the growth of the corresponding loan portfolio and increases in reserves for classified loans.

•	A $9.4 million increase for new non-owner occupied commercial real estate loans was primarily attributable to the growth of the corresponding loan portfolio.

•	An increase of $15.1 million for new commercial and industrial loans was primarily driven by increases in reserves for classified and impaired loans, growth of the corresponding portfolio and an increase in the peer group based historical loss factor for this portfolio segment. The reserve for classified and impaired loans in this portfolio segment increased by $10.4 million.

•	A $1.5 million increase for commercial lending subsidiaries primarily reflects the growth of the portfolio. Increases in the peer group historical loss factor and reserves for classified and individually impaired loans were largely offset by decreases in qualitative loss factors related to GDP growth rates and portfolio growth rates.

•	The decrease in the reserve for non-ACI loans resulted primarily from a decline in related portfolio balances and an improvement in roll rates for the home equity segment.

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

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

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

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

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

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

•	adverse changes in expected cash flows;

•	collateral values and performance;

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

•	changes in the economic or regulatory environment;

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

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

•	changes in credit ratings.

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•	delinquency status;

•	product type, in particular, amortizing as opposed to option ARMs;

•	loan-to-value ratio; and

•	borrower FICO score.

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

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

•	Portfolio growth trends;

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

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

•	Changes in the value of underlying collateral;

•	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 requirements.

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•	buildings and improvements - 30 years;

•	leasehold improvements - 5 to 20 years;

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

•	computer equipment - 3 to 5 years; and

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

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(1)	Impaired taxi medallion loans with a recorded investment of $91.2 million and $1.3 million, with related specific allowances of $5.9 million and $0.1 million, are included in impaired new commercial and industrial loans above at December 31, 2016 and 2015, respectively.

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(1)	Taxi medallion loans with a carrying value of $60.7 million and $2.6 million are included in new commercial and industrial loans in non-accrual status above at December 31, 2016 and 2015, respectively.

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(1)	Taxi medallion loans with internal risk ratings of substandard and doubtful totaled $138.0 million and $0.2 million, respectively, and are included in new commercial and industrial balances above at December 31, 2016.

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(1)	Taxi medallion loans with internal risk ratings of substandard totaled $80.5 million and are included in new commercial and industrial balances above at December 31, 2015.

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(1)	Commercial and industrial loans modified in TDRs during the years ended December 31, 2016 and 2015 included $64.9 million and $1.3 million of taxi medallion loans. All of the commercial and industrial TDRs experiencing payment defaults during the years ended December 31, 2016 and 2015 were taxi medallion loans.

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(1)	Transaction income (loss) for the years ended December 31, 2016, 2015 and 2014 includes provisions (recoveries) of $(161) thousand, $33 thousand and $210 thousand, respectively, related to unfunded loan commitments included in other non-interest expense in the accompanying consolidated statements of income.

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(a)	List of documents filed as part of this report:

1)	Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm:

2)	Financial Statement Schedules:

3)	List of Exhibits:

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†	Schedules and similar attachments to the Purchase and Assumption Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish supplementally a copy of any omitted schedules or similar attachment to the SEC upon request.

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1.	I have reviewed this annual report on Form 10-K of BankUnited, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this annual report on Form 10-K of BankUnited, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1)	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

1)	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.