##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q



(Mark One)



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



For the quarterly period ended December 31, 2006



or



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



Commission File No. 1-13921



BankUnited Financial Corporation

(Exact name of registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Florida                                                        |  | 65-0377773                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



255 Alhambra Circle,
Coral Gables, Florida 33134

(Address of principal executive offices) (Zip Code)



(305) 569-2000

(Registrants telephone number, including area code)



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 x    No ̈



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



Large accelerated filer x    Accelerated filer ̈Non-accelerated filer ̈



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



The number of shares outstanding of the registrants
common stock at the close of business on February 1, 2007 was 36,282,432 shares of Class A Common Stock, $.01 par value, and 447,747 shares of Class B Common Stock, $.01 par value.



This Form 10-Q contains 40 pages.

The Index to Exhibits appears on page 40.



---



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



FORM 10-Q REPORT FOR THE QUARTER ENDED DECEMBER 31, 2006



TABLE OF CONTENTS



|                             |  |                                                                                                                   |  |         
|---------------------------- |  | ----------------------------------------------------------------------------------------------------------------- |  | --------
|                             |  |                                                                                                                   |  | Page No.
|PART IFINANCIAL INFORMATION |  |                                                                                                                  
|                             |  |                                                                                                                  
|Item 1.                      |  | Financial Statements                                                                                              |  |         
|                             |  |                                                                                                                  
|                             |  | Consolidated Statements of Financial Condition (unaudited) as of December 31, 2006 and September 30, 2006         |  | 3       
|                             |  |                                                                                                                  
|                             |  | Consolidated Statements of Income (unaudited) for the Three Months Ended December 31, 2006 and 2005               |  | 4       
|                             |  |                                                                                                                  
|                             |  | Consolidated Statements of Stockholders Equity (unaudited) for the Three Months Ended December 31, 2006 and 2005 |  | 5       
|                             |  |                                                                                                                  
|                             |  | Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended December 31, 2006 and 2005 |  | 6       
|                             |  |                                                                                                                  
|                             |  | Condensed Notes to Consolidated Financial Statements (unaudited)                                                  |  | 7       
|                             |  |                                                                                                                  
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                             |  | 23      
|                             |  |                                                                                                                  
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                                                        |  | 34      
|                             |  |                                                                                                                  
|Item 4.                      |  | Controls and Procedures                                                                                           |  | 36      
|                             | 
|PART IIOTHER INFORMATION    |  |                                                                                                                  
|                             |  |                                                                                                                  
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                               |  | 37      
|                             |  |                                                                                                                  
|Item 6.                      |  | Exhibits                                                                                                          |  | 38      



2



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)



|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | ----------------- | - | ---------- | -
|                                                                                                                                                                            |  | December 31 2006                                |            |   | September 30 2006 |  
|                                                                                                                                                                            |  | (Dollars in thousands, exceptper share amounts) |           
|ASSETS                                                                                                                                                                      |  |                                                 |            |   |                   |   |            |  
|Cash                                                                                                                                                                        |  | $                                               | 65,213     |   |                   | $ | 53,284     |  
|Federal Home Loan Bank overnight deposits                                                                                                                                   |  |                                                 | 46,588     |   |                   |   | 12,317     |  
|Federal funds sold                                                                                                                                                          |  |                                                 | 1,156      |   |                   |   | 1,054      |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Cash and cash equivalents                                                                                                                                                   |  |                                                 | 112,957    |   |                   |   | 66,655     |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Investment securities available for sale, at fair value                                                                                                                     |  |                                                 | 267,417    |   |                   |   | 299,909    |  
|Mortgage-backed securities available for sale, at fair value (including assets pledged of $390,413 and $1,094,525 at December 31, 2006
and September 30 2006, respectively) |  |                                                 | 1,144,696  |   |                   |   | 1,225,944  |  
|Mortgage loans held for sale at lower of cost or market                                                                                                                     |  |                                                 | 117,165    |   |                   |   | 9,542      |  
|Loans held in portfolio                                                                                                                                                     |  |                                                 | 11,382,016 |   |                   |   | 11,240,483 |  
|Add: Unearned discounts, premiums and deferred loan costs, net                                                                                                              |  |                                                 | 205,762    |   |                   |   | 196,601    |  
|Less: Allowance for loan losses                                                                                                                                             |  |                                                 | (39,192    | ) |                   |   | (36,378    | )
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Loans held in portfolio, net                                                                                                                                                |  |                                                 | 11,548,586 |   |                   |   | 11,400,706 |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|FHLB stock and other earning assets                                                                                                                                         |  |                                                 | 283,167    |   |                   |   | 255,492    |  
|Office properties and equipment, net                                                                                                                                        |  |                                                 | 53,256     |   |                   |   | 48,728     |  
|Real estate owned                                                                                                                                                           |  |                                                 | 413        |   |                   |   | 729        |  
|Accrued interest receivable                                                                                                                                                 |  |                                                 | 79,963     |   |                   |   | 71,398     |  
|Mortgage servicing rights                                                                                                                                                   |  |                                                 | 19,154     |   |                   |   | 20,259     |  
|Goodwill                                                                                                                                                                    |  |                                                 | 28,353     |   |                   |   | 28,353     |  
|Bank owned life insurance                                                                                                                                                   |  |                                                 | 118,396    |   |                   |   | 117,167    |  
|Prepaid expenses and other assets                                                                                                                                           |  |                                                 | 37,193     |   |                   |   | 26,017     |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Total assets                                                                                                                                                                |  | $                                               | 13,810,716 |   |                   | $ | 13,570,899 |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                        |  |                                                 |            |   |                   |   |            |  
|Liabilities:                                                                                                                                                                |  |                                                 |            |   |                   |   |            |  
|Interest bearing deposits                                                                                                                                                   |  | $                                               | 5,918,466  |   |                   | $ | 5,681,868  |  
|Non-interest bearing deposits                                                                                                                                               |  |                                                 | 371,833    |   |                   |   | 392,264    |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Total deposits                                                                                                                                                              |  |                                                 | 6,290,299  |   |                   |   | 6,074,132  |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Securities sold under agreements to repurchase                                                                                                                              |  |                                                 | 324,016    |   |                   |   | 1,066,389  |  
|Advances from Federal Home Loan Bank                                                                                                                                        |  |                                                 | 5,789,350  |   |                   |   | 5,174,350  |  
|Convertible senior notes                                                                                                                                                    |  |                                                 | 120,000    |   |                   |   | 120,000    |  
|Trust preferred securities and subordinated debentures                                                                                                                      |  |                                                 | 247,255    |   |                   |   | 195,791    |  
|Federal Funds purchased                                                                                                                                                     |  |                                                 | 125,000    |   |                   |   |           |  
|Interest payable                                                                                                                                                            |  |                                                 | 30,505     |   |                   |   | 32,006     |  
|Advance payments by borrowers for taxes and insurance                                                                                                                       |  |                                                 | 34,101     |   |                   |   | 92,717     |  
|Accrued expenses and other liabilities                                                                                                                                      |  |                                                 | 68,222     |   |                   |   | 62,354     |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Total liabilities                                                                                                                                                           |  |                                                 | 13,028,748 |   |                   |   | 12,817,739 |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Commitments and Contingencies (See note (10)                                                                                                                                |  |                                                 |            |   |                   |   |            |  
|                                                                                                                                                                            |  |                                                
|Stockholders Equity:                                                                                                                                                       |  |                                                 |            |   |                   |   |            |  
|Preferred stock, $0.01 par value                                                                                                                                            |  |                                                 | 11         |   |                   |   | 10         |  
|Authorized shares10,000,000                                                                                                                                                |  |                                                 |            |   |                   |   |            |  
|Issued shares1,089,713 and 984,713 Outstanding shares1,062,993 and 957,993 Treasury shares26,720                                                                         |  |                                                 | (528       | ) |                   |   | (528       | )
|Class A common stock, $0.01 par value                                                                                                                                       |  |                                                 | 368        |   |                   |   | 366        |  
|Authorized shares60,000,000                                                                                                                                                |  |                                                 |            |   |                   |   |            |  
|Issued shares36,835,927 and 36,574,523 Outstanding shares36,272,347 and 36,140,943 Treasury shares563,580 and
433,580                                                    |  |                                                 | (8,524     | ) |                   |   | (5,226     | )
|Class B common stock, $0.01 par value                                                                                                                                       |  |                                                 | 7          |   |                   |   | 8          |  
|Authorized shares3,000,000                                                                                                                                                 |  |                                                 |            |   |                   |   |            |  
|Issued shares693,947 and 771,262 Outstanding shares447,747 and 525,062 Treasury shares246,200                                                                            |  |                                                 | (2,802     | ) |                   |   | (2,802     | )
|Additional paid-in capital                                                                                                                                                  |  |                                                 | 505,502    |   |                   |   | 503,585    |  
|Retained earnings                                                                                                                                                           |  |                                                 | 303,128    |   |                   |   | 276,078    |  
|Deferred compensation                                                                                                                                                       |  |                                                 | 2,089      |   |                   |   | 2,048      |  
|Accumulated other comprehensive loss                                                                                                                                        |  |                                                 | (17,283    | ) |                   |   | (20,379    | )
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Total stockholders equity                                                                                                                                                  |  |                                                 | 781,968    |   |                   |   | 753,160    |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  
|Total liabilities and stockholders equity                                                                                                                                  |  | $                                               | 13,810,716 |   |                   | $ | 13,570,899 |  
|                                                                                                                                                                            |  |                                                 |            |   |                   |   |            |  



See accompanying
condensed notes to consolidated financial statements



3



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



|                                                                              |  |                                                        |         |   |      |   |         |  
|----------------------------------------------------------------------------- |  | ------------------------------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                              |  | For the Three Months EndedDecember 31,                 |        
|                                                                              |  | 2006                                                   |         |   | 2005 |  
|                                                                              |  | (Dollars and shares inthousands,except per share data) |        
|Interest income:                                                              |  |                                                        |         |   |      |   |         |  
|Interest and fees on loans                                                    |  | $                                                      | 211,815 |   |      | $ | 121,009 |  
|Interest on mortgage-backed securities                                        |  |                                                        | 13,770  |   |      |   | 16,630  |  
|Interest and dividends on investments and other interest-earning assets       |  |                                                        | 8,244   |   |      |   | 5,889   |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Total interest income                                                         |  |                                                        | 233,829 |   |      |   | 143,528 |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Interest expense:                                                             |  |                                                        |         |   |      |   |         |  
|Interest on deposits                                                          |  |                                                        | 67,719  |   |      |   | 39,172  |  
|Interest on borrowings                                                        |  |                                                        | 82,272  |   |      |   | 49,280  |  
|Preferred dividends of trust preferred securities and subordinated debentures |  |                                                        | 5,043   |   |      |   | 3,763   |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Total interest expense                                                        |  |                                                        | 155,034 |   |      |   | 92,215  |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Net interest income before provision for loan losses                          |  |                                                        | 78,795  |   |      |   | 51,313  |  
|Provision for loan losses                                                     |  |                                                        | 4,000   |   |      |   | 2,300   |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Net interest income after provision for loan losses                           |  |                                                        | 74,795  |   |      |   | 49,013  |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Non-interest income:                                                          |  |                                                        |         |   |      |   |         |  
|Loan servicing fees                                                           |  |                                                        | 1,947   |   |      |   | 1,453   |  
|Amortization of mortgage servicing rights                                     |  |                                                        | (858    | ) |      |   | (886    | )
|Impairment of mortgage servicing rights                                       |  |                                                        | (832    | ) |      |   |        |  
|Loan fees                                                                     |  |                                                        | 1,074   |   |      |   | 709     |  
|Deposit fees                                                                  |  |                                                        | 1,474   |   |      |   | 1,317   |  
|Other fees                                                                    |  |                                                        | 672     |   |      |   | 640     |  
|Net gain on sale of investments and mortgage-backed securities                |  |                                                        | 43      |   |      |   |        |  
|Net gain on sale of loans and other assets                                    |  |                                                        | 5,596   |   |      |   | 1,890   |  
|Income from insurance and investment services                                 |  |                                                        | 952     |   |      |   | 900     |  
|Loss on swaps                                                                 |  |                                                        | (196    | ) |      |   |        |  
|Other non-interest income                                                     |  |                                                        | 1,718   |   |      |   | 1,649   |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Total non-interest income                                                     |  |                                                        | 11,590  |   |      |   | 7,672   |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Non-interest expenses:                                                        |  |                                                        |         |   |      |   |         |  
|Employee compensation and benefits                                            |  |                                                        | 24,286  |   |      |   | 16,761  |  
|Occupancy and equipment                                                       |  |                                                        | 8,555   |   |      |   | 6,943   |  
|Telecommunications and data processing                                        |  |                                                        | 2,830   |   |      |   | 2,125   |  
|Advertising and promotion expense                                             |  |                                                        | 1,775   |   |      |   | 1,398   |  
|Professional fees                                                             |  |                                                        | 1,617   |   |      |   | 1,496   |  
|Other                                                                         |  |                                                        | 5,984   |   |      |   | 3,709   |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Total non-interest expenses                                                   |  |                                                        | 45,047  |   |      |   | 32,432  |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Income before income taxes                                                    |  |                                                        | 41,338  |   |      |   | 24,253  |  
|Provision for income taxes                                                    |  |                                                        | 13,970  |   |      |   | 8,078   |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Net income                                                                    |  | $                                                      | 27,368  |   |      | $ | 16,175  |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Earnings Per Share:                                                           |  |                                                        |         |   |      |   |         |  
|Basic                                                                         |  | $                                                      | 0.75    |   |      | $ | 0.53    |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Diluted                                                                       |  | $                                                      | 0.71    |   |      | $ | 0.50    |  
|                                                                              |  |                                                        |         |   |      |   |         |  
|Weighted average number of common shares outstanding:                         |  |                                                        |         |   |      |   |         |  
|Basic                                                                         |  |                                                        | 36,390  |   |      |   | 30,169  |  
|Diluted                                                                       |  |                                                        | 38,339  |   |      |   | 32,231  |  
|Dividends declared per share on common stock                                  |  | $                                                      | 0.005   |   |      | $ | 0.005   |  



See accompanying
condensed notes to consolidated financial statements



4



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (UNAUDITED)



|                                                        |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  
|------------------------------------------------------- |  | ----------------------------------------------------- | -- | ----------- | - | -------------- |  | ---------------- | ------- |  | ------------- | ------- | - | -------------------- | - | --------------------------------------------- | - |  | ------------------------ | ----- |  | - | ------- | - |  | - | ------- | -
|                                                        |  | For the Three Months Ended December 31, 2006 and 2005 |   
|                                                        |  | PreferredStock                                        |    | CommonStock |   | Paid-inCapital |  | RetainedEarnings |         |  | TreasuryStock |         |   | DeferredCompensation |   | AccumulatedOtherComprehensive Loss Net of Tax |   |  | TotalStockholdersEquity |      
|                                                        |  | (In thousands)                                        |   
|Balance at September 30, 2006                           |  | $                                                     | 10 |             | $ | 374            |  | $                | 503,585 |  | $             | 276,078 |   |                      | $ | (8,556                                        | ) |  | $                        | 2,048 |  | $ | (20,379 | ) |  | $ | 753,160 |  
|Comprehensive income:                                   |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  
|Net income for the three months ended December 31, 2006 |  |                                                       |   |             |   |               |  |                  |        |  |               | 27,368  |   |                      |   |                                              |   |  |                          |      |  |   |        |   |  |   | 27,368  |  
|Other comprehensive income, net of tax                  |  |                                                       |   |             |   |               |  |                  |        |  |               |        |   |                      |   |                                              |   |  |                          |      |  |   | 3,096   |   |  |   | 3,096   |  
|                                                        |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  
|Total comprehensive income                              |  |                                                       |   |             |   |               |  |                  |        |  |               |        |   |                      |   |                                              |   |  |                          |      |  |   |        |   |  |   | 30,464  |  
|Payment of dividends                                    |  |                                                       |   |             |   |               |  |                  |        |  |               | (318    | ) |                      |   |                                              |   |  |                          |      |  |   |        |   |  |   | (318    | )
|Company stock acquired                                  |  |                                                       |   |             |   |               |  |                  |        |  |               |        |   |                      |   | (3,298                                        | ) |  |                          |      |  |   |        |   |  |   | (3,299  | )
|Deferral of compensation                                |  |                                                       |   |             |   |               |  |                  |        |  |               |        |   |                      |   |                                              |   |  |                          | 41    |  |   |        |   |  |   | 41      |  
|Stock option exercises and restricted stock awards      |  |                                                       | 1  |             |   | 1              |  |                  | 1,917   |  |               |        |   |                      |   |                                              |   |  |                          |      |  |   |        |   |  |   | 1,920   |  
|                                                        |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  
|Balance at December 31, 2006                            |  | $                                                     | 11 |             | $ | 375            |  | $                | 505,502 |  | $             | 303,128 |   |                      | $ | (11,854                                       | ) |  | $                        | 2,089 |  | $ | (17,283 | ) |  | $ | 781,968 |  
|                                                        |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  
|Balance at September 30, 2005                           |  | $                                                     | 9  |             | $ | 308            |  | $                | 342,859 |  | $             | 193,372 |   |                      | $ | (7,728                                        | ) |  | $                        | 1,695 |  | $ | (22,899 | ) |  | $ | 507,616 |  
|Comprehensive income:                                   |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  
|Net income for the three months ended December 31, 2005 |  |                                                       |   |             |   |               |  |                  |        |  |               | 16,175  |   |                      |   |                                              |   |  |                          |      |  |   |        |   |  |   | 16,175  |  
|Other comprehensive loss, net of tax                    |  |                                                       |   |             |   |               |  |                  |        |  |               |        |   |                      |   |                                              |   |  |                          |      |  |   | (3,206  | ) |  |   | (3,206  | )
|                                                        |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  
|Total comprehensive income                              |  |                                                       |   |             |   |               |  |                  |        |  |               |        |   |                      |   |                                              |   |  |                          |      |  |   |        |   |  |   | 12,969  |  
|Payment of dividends                                    |  |                                                       |   |             |   |               |  |                  |        |  |               | (268    | ) |                      |   |                                              |   |  |                          |      |  |   |        |   |  |   | (268    | )
|Stock option exercises and restricted stock awards      |  |                                                       | 1  |             |   | 2              |  |                  | 2,041   |  |               |        |   |                      |   |                                              |   |  |                          |      |  |   |        |   |  |   | 2,044   |  
|                                                        |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  
|Balance at December 31, 2005                            |  | $                                                     | 10 |             | $ | 310            |  | $                | 344,900 |  | $             | 209,279 |   |                      | $ | (7,728                                        | ) |  | $                        | 1,695 |  | $ | (26,105 | ) |  | $ | 522,361 |  
|                                                        |  |                                                       |    |             |   |                |  |                  |         |  |               |         |   |                      |   |                                               |   |  |                          |       |  |   |         |   |  |   |         |  



See accompanying
condensed notes to consolidated financial statements



5



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                               |  |                                        |           |   |      |   |          |  
|---------------------------------------------------------------------------------------------- |  | -------------------------------------- | --------- | - | ---- | - | -------- | -
|                                                                                               |  | For the Three Months EndedDecember 31, |          
|                                                                                               |  | 2006                                   |           |   | 2005 |  
|                                                                                               |  | (In thousands)                         |          
|Cash used in operating activities                                                              |  | $                                      | (126,712  | ) |      | $ | (26,214  | )
|                                                                                               |  |                                        |           |   |      |   |          |  
|Cash flows from investing activities:                                                          |  |                                        |           |   |      |   |          |  
|Net increase in loans held in portfolio                                                        |  |                                        | (145,077  | ) |      |   | (855,509 | )
|Purchase of investment securities available for sale                                           |  |                                        | (9,781    | ) |      |   | (10,723  | )
|Purchase of FHLB stock and other earning assets                                                |  |                                        | (57,915   | ) |      |   | (45,313  | )
|Purchase of office properties and equipment                                                    |  |                                        | (7,383    | ) |      |   | (3,968   | )
|Proceeds from repayments of investment securities available for sale                           |  |                                        | 33,488    |   |      |   | 9,654    |  
|Proceeds from repayments of mortgage-backed securities available for sale                      |  |                                        | 83,872    |   |      |   | 124,565  |  
|Proceeds from repayments of FHLB stock and other earning assets                                |  |                                        | 30,240    |   |      |   | 34,065   |  
|Proceeds from sale of investment securities available for sale                                 |  |                                        | 9,642     |   |      |   | 3,780    |  
|Proceeds from sale of mortgage-backed securities available for sale                            |  |                                        | 33,448    |   |      |   | 52,530   |  
|Proceeds from sale of real estate owned and other assets                                       |  |                                        | 701       |   |      |   | 478      |  
|                                                                                               |  |                                        |           |   |      |   |          |  
|Net cash used in investing activities                                                          |  |                                        | (28,765   | ) |      |   | (690,441 | )
|                                                                                               |  |                                        |           |   |      |   |          |  
|                                                                                               |  |                                       
|Cash flows from financing activities:                                                          |  |                                        |           |   |      |   |          |  
|Net increase in deposits                                                                       |  |                                        | 216,167   |   |      |   | 274,002  |  
|Additions to long-term Federal Home Loan advances                                              |  |                                        | 1,625,000 |   |      |   | 400,000  |  
|Repayments of long-term Federal Home Loan advances                                             |  |                                        | (535,000  | ) |      |   | (76,035  | )
|Net decrease in short-term Federal Home Loan advances                                          |  |                                        | (475,000  | ) |      |   | (74,000  | )
|Net (decrease) increase in other borrowings                                                    |  |                                        | (617,373  | ) |      |   | 94,213   |  
|Net decrease in advances from borrowers for taxes and insurance                                |  |                                        | (58,616   | ) |      |   | (48,491  | )
|Net proceeds from issuance of trust preferred securities                                       |  |                                        | 50,000    |   |      |   |         |  
|Net proceeds from issuance of stock                                                            |  |                                        | 217       |   |      |   | 781      |  
|Purchase of stock                                                                              |  |                                        | (3,298    | ) |      |   | (268     | )
|Dividends paid on stock                                                                        |  |                                        | (318      | ) |      |   | (168     | )
|                                                                                               |  |                                        |           |   |      |   |          |  
|Net cash provided by financing activities                                                      |  |                                        | 201,779   |   |      |   | 570,202  |  
|                                                                                               |  |                                        |           |   |      |   |          |  
|                                                                                               |  |                                       
|Increase (decrease) in cash and cash equivalents                                               |  |                                        | 46,302    |   |      |   | (146,454 | )
|Cash and cash equivalents at beginning of period                                               |  |                                        | 66,655    |   |      |   | 238,051  |  
|                                                                                               |  |                                        |           |   |      |   |          |  
|Cash and cash equivalents at end of period                                                     |  | $                                      | 112,957   |   |      | $ | 91,597   |  
|                                                                                               |  |                                        |           |   |      |   |          |  
|                                                                                               |  |                                       
|Supplemental schedule of non-cash investing and financing activities:                          |  |                                        |           |   |      |   |          |  
|Exchange of loans for mortgage-backed securities in loan sales transaction with FNMA and FHLMC |  | $                                      | 33,674    |   |      | $ | 52,530   |  
|Transfer of loans from portfolio to loans held for sale                                        |  | $                                      | 207,058   |   |      | $ | 47,484   |  
|Transfer of loans held for sale to portfolio                                                   |  | $                                      | 11,253    |   |      | $ |         |  
|Transfers from loans to real estate owned                                                      |  | $                                      | 438       |   |      | $ | 1,347    |  



See accompanying
condensed notes to consolidated financial statements



6



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.    Principles of Consolidation and Basis of Presentation



The accompanying unaudited consolidated financial statements include the accounts of BankUnited Financial Corporation (BankUnited) and its
consolidated subsidiaries, including BankUnited, FSB (the Bank). All significant intercompany transactions and balances associated with consolidated subsidiaries have been eliminated.



The unaudited consolidated financial statements have been prepared in
conformity with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission and therefore do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. However, all adjustments (consisting of normal recurring accruals), which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included.
Operating results for the three-month period ended December 31, 2006 are not necessarily indicative of the results that may be expected for the year ending September 30, 2007. These condensed notes should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included in BankUniteds Annual Report on Form 10-K for the fiscal year ended September 30, 2006.



Certain prior period amounts have been reclassified to conform to the December 31, 2006 consolidated financial statements presentation.



2.    Impact of Certain Accounting Pronouncements



FASB Staff Position Nos. FAS 115-1 and FAS 124-1



This FASB Staff Position (FSP) addresses the determination as to when an
investment is considered impaired, whether that impairment is other than temporary, and the measurement of an impairment loss. This FSP also includes accounting considerations subsequent to the recognition of other-than temporary impairment and
requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary-impairments. This guidance is effective for reporting periods beginning after December 15, 2005 and was effective beginning the quarter
ended March 31, 2006. BankUnited performs impairment assessment on a quarterly basis.



SFAS No. 154



In
May 2005, the FASB issued SFAS No. 154 Accounting Changes and Error Corrections. This statement replaces Accounting Principles Board Opinion No. 20 Accounting Changes, and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 was effective for accounting changes and corrections of errors made in
fiscal years beginning after December 15, 2005. BankUnited adopted this statement in the fiscal year that began on October 1, 2006, and will apply it as applicable.



SFAS No. 155



In February 2006, the FASB issued SFAS No. 155 Accounting for Certain Hybrid Financial Instruments. This statement amends SFAS No 133
Accounting for Derivative Instruments and Hedging Activities, and No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.



This Statement resolves issues addressed in Statement 133 Implementation
Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.





7



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



SFAS No. 155 addresses the following:



| |  |  | Permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SFAS No. 155 was effective for all financial instruments acquired or issued after the beginning of an entitys first fiscal year that begins after September 15, 2006. BankUnited adopted this statement
in the fiscal year that began on October 1, 2006, without any material effect.



SFAS No. 156



In March 2006, the FASB
issued SFAS No. 156 Accounting for Servicing of Financial Assets. This statement amends SFAS No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities with respect to the
accounting for separately recognized servicing assets and servicing liabilities. SFAS No. 156 provides for alternative accounting treatments of mortgage servicing rights for transactions entered into after the adoption of the pronouncement and
is effective for an entitys first fiscal year that begins after September 15, 2006. BankUnited elected to continue using the amortization method as the accounting treatment of mortgage servicing rights for new transactions related to
fixed-rate mortgage loans in the fiscal year that began on October 1, 2006.



FIN No. 48



In June 2006, the FASB issued
FASB Interpretation No. 48 (FIN No. 48), an interpretation of FASB Statement No.109 Accounting for Income Taxes.



This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.



FIN No 48 is effective for fiscal years beginning after December 15,
2006. BankUnited will adopt this statement, as applicable, in its fiscal year beginning October 1, 2007.



Management does not expect this interpretation to have a material effect on BankUniteds financial statements.





8



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



SFAS No. 157



In September 2006, the FASB issued SFAS No. 157 Fair Value Measurements. This Statement defines fair value, establishes a framework for
measuring fair value in accordance with generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value
measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements.



This Statement shall be effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those fiscal years. BankUnited will adopt this statement, as applicable, in its fiscal year beginning October 1, 2008.



Management does not expect this statement to have a material effect on
BankUniteds financial statements.



SAB No. 108



In September 2006, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 108, (SAB No. 108) Financial Statements  Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements.



SAB No. 108 addresses how to quantify the effect of an error on the
financial statements concluding that dual balance sheet and income approach should be used to compute the impact of the amount of a misstatement. Specifically, the amount should be computed using both the rollover (income statement
perspective) and iron curtain (balance sheet perspective) methods.



SAB No. 108 is effective for fiscal years ending after November 15, 2006. BankUnited adopted this statement, in its fiscal year that began on October 1, 2006, and will apply it as applicable.



9



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



3.    Investment and Mortgage-backed Securities Available for Sale



Investments Securities Available for Sale



Presented below is an analysis of investments designated as available for
sale.



|                                                      |  |                   |         |                      |   |                       |  |   |            |   |  |   |        
|----------------------------------------------------- |  | ----------------- | ------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -------
|                                                      |  | December 31, 2006
|                                                      |  | AmortizedCost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|                                                      |  | (In thousands)   
|U.S. government sponsored entity debt securities (1)  |  | $                 | 45,600  |                      | $ |                      |  | $ | (435       | ) |  | $ | 45,165 
|Preferred stock of U.S. government sponsored entities |  |                   | 86,109  |                      |   | 60                    |  |   | (4,107     | ) |  |   | 82,062 
|Trust preferred securities of other issuers           |  |                   | 23,037  |                      |   | 308                   |  |   | (66        | ) |  |   | 23,279 
|Mutual funds and other bonds                          |  |                   | 117,400 |                      |   | 49                    |  |   | (3,997     | ) |  |   | 113,452
|Other equity securities                               |  |                   | 3,097   |                      |   | 362                   |  |   |           |   |  |   | 3,459  
|                                                      |  |                   |         |                      |   |                       |  |   |            |   |  |   |        
|Total                                                 |  | $                 | 275,243 |                      | $ | 779                   |  | $ | (8,605     | ) |  | $ | 267,417
|                                                      |  |                   |         |                      |   |                       |  |   |            |   |  |   |        



|                                                      |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|----------------------------------------------------- |  | ------------------ | ------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | -------
|                                                      |  | September 30, 2006
|                                                      |  | AmortizedCost      |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|                                                      |  | (In thousands)    
|U.S. government sponsored entity debt securities (1)  |  | $                  | 70,599  |                      | $ |                      |  | $ | (683       | ) |  | $ | 69,916 
|Preferred stock of U.S. government sponsored entities |  |                    | 95,696  |                      |   | 100                   |  |   | (4,541     | ) |  |   | 91,255 
|Trust preferred securities of other issuers           |  |                    | 23,056  |                      |   | 361                   |  |   | (67        | ) |  |   | 23,350 
|Mutual funds and other bonds                          |  |                    | 116,160 |                      |   | 43                    |  |   | (4,159     | ) |  |   | 112,044
|Other equity securities                               |  |                    | 3,097   |                      |   | 247                   |  |   |           |   |  |   | 3,344  
|                                                      |  |                    |         |                      |   |                       |  |   |            |   |  |   |        
|Total                                                 |  | $                  | 308,608 |                      | $ | 751                   |  | $ | (9,450     | ) |  | $ | 299,909
|                                                      |  |                    |         |                      |   |                       |  |   |            |   |  |   |        



Investment securities
at December 31, 2006, by contractual maturity, are shown below.



|                                       |  |                    |         |            |   |        
|-------------------------------------- |  | ------------------ | ------- | ---------- | - | -------
|                                       |  | Available for Sale
|                                       |  | AmortizedCost      |         | Fair Value
|                                       |  | (In thousands)    
|Due in one year or less                |  | $                  | 50,085  |            | $ | 49,645 
|Due after one year through five years  |  |                    | 5,698   |            |   | 5,675  
|Due after five years through ten years |  |                    | 1,878   |            |   | 1,866  
|Due after ten years                    |  |                    | 56,257  |            |   | 56,112 
|Equity securities                      |  |                    | 161,325 |            |   | 154,119
|                                       |  |                    |         |            |   |        
|Total                                  |  | $                  | 275,243 |            | $ | 267,417
|                                       |  |                    |         |            |   |        

---

|(1) | U.S. Government sponsored entities include the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------



10



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



Mortgage-backed Securities Available for Sale



Presented below is an analysis of mortgage-backed securities designated as
available for sale:



|                                       |  |                   |           |                      |   |                         |  |   |            |   |  |   |          
|-------------------------------------- |  | ----------------- | --------- | -------------------- | - | ----------------------- |  | - | ---------- | - |  | - | ---------
|                                       |  | December 31, 2006
|                                       |  | AmortizedCost     |           | GrossUnrealizedGains |   | Gross Unrealized Losses |  |   | Fair Value
|                                       |  | (In thousands)   
|FNMA mortgage-backed securities        |  | $                 | 198,729   |                      | $ | 41                      |  | $ | (6,595     | ) |  | $ | 192,175  
|FHLMC mortgage-backed securities       |  |                   | 58,781    |                      |   | 24                      |  |   | (1,162     | ) |  |   | 57,643   
|Collateralized mortgage obligations    |  |                   | 6,086     |                      |   |                        |  |   | (163       | ) |  |   | 5,923    
|Mortgage pass-through certificates (1) |  |                   | 899,933   |                      |   | 662                     |  |   | (11,640    | ) |  |   | 888,955  
|                                       |  |                   |           |                      |   |                         |  |   |            |   |  |   |          
|Total                                  |  | $                 | 1,163,529 |                      | $ | 727                     |  | $ | (19,560    | ) |  | $ | 1,144,696
|                                       |  |                   |           |                      |   |                         |  |   |            |   |  |   |          



|                                       |  |                    |           |                      |   |                         |  |   |            |   |  |   |          
|-------------------------------------- |  | ------------------ | --------- | -------------------- | - | ----------------------- |  | - | ---------- | - |  | - | ---------
|                                       |  | September 30, 2006
|                                       |  | AmortizedCost      |           | GrossUnrealizedGains |   | Gross Unrealized Losses |  |   | Fair Value
|                                       |  | (In thousands)    
|FNMA mortgage-backed securities        |  | $                  | 211,207   |                      | $ | 62                      |  | $ | (7,612     | ) |  | $ | 203,657  
|FHLMC mortgage-backed securities       |  |                    | 63,391    |                      |   | 24                      |  |   | (1,668     | ) |  |   | 61,747   
|Collateralized mortgage obligations    |  |                    | 6,860     |                      |   | 42                      |  |   | (26        | ) |  |   | 6,876    
|Mortgage pass-through certificates (1) |  |                    | 967,207   |                      |   | 396                     |  |   | (13,939    | ) |  |   | 953,664  
|                                       |  |                    |           |                      |   |                         |  |   |            |   |  |   |          
|Total                                  |  | $                  | 1,248,665 |                      | $ | 524                     |  | $ | (23,245    | ) |  | $ | 1,225,944
|                                       |  |                    |           |                      |   |                         |  |   |            |   |  |   |          

---

|(1) | Included in BankUniteds portfolio of mortgage-backed securities as of December 31, 2006 and September 30, 2006, were securities with a fair value of $218 million and
$230 million, respectively, retained from BankUniteds mortgage loans securitization from September 2005
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mortgage-backed securities at December 31, 2006, by contractual maturity and adjusted for anticipated prepayments, are shown below.



|                                       |  |                    |           |            |   |          
|-------------------------------------- |  | ------------------ | --------- | ---------- | - | ---------
|                                       |  | Available for Sale
|                                       |  | Amortized Cost     |           | Fair Value
|                                       |  | (In thousands)    
|Due in one year or less                |  | $                  | 420,306   |            | $ | 413,729  
|Due after one year through five years  |  |                    | 691,512   |            |   | 680,183  
|Due after five years through ten years |  |                    | 43,887    |            |   | 43,168   
|Due after ten years                    |  |                    | 7,824     |            |   | 7,616    
|                                       |  |                    |           |            |   |          
|Total                                  |  | $                  | 1,163,529 |            | $ | 1,144,696
|                                       |  |                    |           |            |   |          



Based on the internal
model used by BankUnited, estimated average duration of the mortgage-backed securities portfolio as of December 31, 2006 was 1.50 years. This duration extends to 1.90 years in a hypothetical scenario that immediately adds 100 basis points to
market interest rates. The model used by BankUnited is based on assumptions that may differ from the eventual outcome.



11



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



The following tables provide information on unrealized losses for investments and mortgage-backed
securities available for sale as of December 31, 2006 and September 30, 2006.



|                                                          |  |                         |        |                      |                      |        |            |       |                       |         |  |            |         |                       |  |   |           |  |   |         |  
|--------------------------------------------------------- |  | ----------------------- | ------ | -------------------- | -------------------- | ------ | ---------- | ----- | --------------------- | ------- |  | ---------- | ------- | --------------------- |  | - | --------- |  | - | ------- | -
|                                                          |  | As of December 31, 2006 |       
|                                                          |  | Less than 12 Months     |        |                      | 12 Months or Greater |        |            | Total |                      
|                                                          |  | Fair Value              |        | UnrealizedLosses (1) |                      |        | Fair Value |       | Unrealized Losses (1) |         |  | Fair Value |         | Unrealized Losses (1) | 
|                                                          |  | (In thousands)          |       
|Available for sale securities                             |  |                         |        |                      |                      |        |            |       |                       |         |  |            |         |                       |  |   |           |  |   |         |  
|Investment securities:                                    |  |                         |        |                      |                      |        |            |       |                       |         |  |            |         |                       |  |   |           |  |   |         |  
|Trust preferred securities of other issuers               |  | $                       |       |                      | $                    |       |            |       | $                     | 3,934   |  | $          | (66     | )                     |  | $ | 3,934     |  | $ | (66     | )
|U.S. government sponsored entity debt securities (2)      |  |                         |       |                      |                      |       |            |       |                       | 45,165  |  |            | (435    | )                     |  |   | 45,165    |  |   | (435    | )
|Preferred stock of U.S. government sponsored entities (2) |  |                         | 36,589 |                      |                      | (3,349 | )          |       |                       | 15,487  |  |            | (758    | )                     |  |   | 52,076    |  |   | (4,107  | )
|Mutual funds and other bonds (3)                          |  |                         | 6,551  |                      |                      | (101   | )          |       |                       | 91,888  |  |            | (3,896  | )                     |  |   | 98,439    |  |   | (3,997  | )
|                                                          |  |                         |        |                      |                      |        |            |       |                       |         |  |            |         |                       |  |   |           |  |   |         |  
|Total investment securities                               |  | $                       | 43,140 |                      | $                    | (3,450 | )          |       | $                     | 156,474 |  | $          | (5,155  | )                     |  | $ | 199,614   |  | $ | (8,605  | )
|                                                          |  |                         |        |                      |                      |        |            |       |                       |         |  |            |         |                       |  |   |           |  |   |         |  
|Mortgage-backed securities:                               |  |                         |        |                      |                      |        |            |       |                       |         |  |            |         |                       |  |   |           |  |   |         |  
|FNMA mortgage-backed securities                           |  | $                       |       |                      | $                    |       |            |       | $                     | 187,999 |  | $          | (6,595  | )                     |  | $ | 187,999   |  | $ | (6,595  | )
|FHLMC mortgage-backed securities                          |  |                         |       |                      |                      |       |            |       |                       | 55,763  |  |            | (1,162  | )                     |  |   | 55,763    |  |   | (1,162  | )
|Collateralized mortgage obligations                       |  |                         | 4,874  |                      |                      | (140   | )          |       |                       | 1,188   |  |            | (23     | )                     |  |   | 6,062     |  |   | (163    | )
|Mortgage pass-through certificates                        |  |                         | 39,668 |                      |                      | (146   | )          |       |                       | 724,360 |  |            | (11,494 | )                     |  |   | 764,028   |  |   | (11,640 | )
|                                                          |  |                         |        |                      |                      |        |            |       |                       |         |  |            |         |                       |  |   |           |  |   |         |  
|Total mortgage-backed securities                          |  | $                       | 44,542 |                      | $                    | (286   | )          |       | $                     | 969,310 |  | $          | (19,274 | )                     |  | $ | 1,013,852 |  | $ | (19,560 | )
|                                                          |  |                         |        |                      |                      |        |            |       |                       |         |  |            |         |                       |  |   |           |  |   |         |  

---

|(1) | These unrealized losses are not considered to be other- than- temporary based on managements evaluation. Impairment is evaluated considering numerous factors, and their
relative significance varies depending on the situation. Factors considered include the length of time and extent to which the market value has been less than cost; the financial condition and near-term prospects of the issuer of the securities; and
the intent and ability to retain the security in order to allow for an anticipated recovery in fair value.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | U.S. Government sponsored entities include FNMA and FHLMC.
|--- | ----------------------------------------------------------

|(3) | Underlying assets of mutual funds consist primarily of mortgage-backed securities.
|--- | ----------------------------------------------------------------------------------



|                                                          |  |                          |        |                      |                      |        |            |       |                       |           |  |            |         |                       |  |   |           |  |   |         |  
|--------------------------------------------------------- |  | ------------------------ | ------ | -------------------- | -------------------- | ------ | ---------- | ----- | --------------------- | --------- |  | ---------- | ------- | --------------------- |  | - | --------- |  | - | ------- | -
|                                                          |  | As of September 30, 2006 |       
|                                                          |  | Less than 12 Months      |        |                      | 12 Months or Greater |        |            | Total |                      
|                                                          |  | Fair Value               |        | UnrealizedLosses (1) |                      |        | Fair Value |       | Unrealized Losses (1) |           |  | Fair Value |         | Unrealized Losses (1) | 
|                                                          |  | (In thousands)           |       
|Available for sale securities                             |  |                          |        |                      |                      |        |            |       |                       |           |  |            |         |                       |  |   |           |  |   |         |  
|Investment securities:                                    |  |                          |        |                      |                      |        |            |       |                       |           |  |            |         |                       |  |   |           |  |   |         |  
|Trust preferred securities of other issuers               |  | $                        | 1,996  |                      | $                    | (5     | )          |       | $                     | 1,938     |  | $          | (62     | )                     |  | $ | 3,934     |  | $ | (67     | )
|U.S. government sponsored entity debt securities (2)      |  |                          |       |                      |                      |       |            |       |                       | 69,916    |  |            | (683    | )                     |  |   | 69,916    |  |   | (683    | )
|Preferred stock of U.S. government sponsored entities (2) |  |                          | 37,156 |                      |                      | (2,859 | )          |       |                       | 24,361    |  |            | (1,682  | )                     |  |   | 61,517    |  |   | (4,541  | )
|Mutual funds and other bonds (3)                          |  |                          | 8,273  |                      |                      | (166   | )          |       |                       | 91,178    |  |            | (3,993  | )                     |  |   | 99,451    |  |   | (4,159  | )
|                                                          |  |                          |        |                      |                      |        |            |       |                       |           |  |            |         |                       |  |   |           |  |   |         |  
|Total investment securities                               |  | $                        | 47,425 |                      | $                    | (3,030 | )          |       | $                     | 187,393   |  | $          | (6,420  | )                     |  | $ | 234,818   |  | $ | (9,450  | )
|                                                          |  |                          |        |                      |                      |        |            |       |                       |           |  |            |         |                       |  |   |           |  |   |         |  
|Mortgage-backed securities:                               |  |                          |        |                      |                      |        |            |       |                       |           |  |            |         |                       |  |   |           |  |   |         |  
|FNMA mortgage-backed securities                           |  | $                        | 252    |                      | $                    | (1     | )          |       | $                     | 198,578   |  | $          | (7,611  | )                     |  | $ | 198,830   |  | $ | (7,612  | )
|FHLMC mortgage-backed securities                          |  |                          |       |                      |                      |       |            |       |                       | 59,534    |  |            | (1,668  | )                     |  |   | 59,534    |  |   | (1,668  | )
|Collateralized mortgage obligations                       |  |                          |       |                      |                      |       |            |       |                       | 1,355     |  |            | (26     | )                     |  |   | 1,355     |  |   | (26     | )
|Mortgage pass-through certificates                        |  |                          | 20,730 |                      |                      | (154   | )          |       |                       | 862,145   |  |            | (13,785 | )                     |  |   | 882,875   |  |   | (13,939 | )
|                                                          |  |                          |        |                      |                      |        |            |       |                       |           |  |            |         |                       |  |   |           |  |   |         |  
|Total mortgage-backed securities                          |  | $                        | 20,982 |                      | $                    | (155   | )          |       | $                     | 1,121,612 |  | $          | (23,090 | )                     |  | $ | 1,142,594 |  | $ | (23,245 | )
|                                                          |  |                          |        |                      |                      |        |            |       |                       |           |  |            |         |                       |  |   |           |  |   |         |  

---

|(1) | These unrealized losses are not considered to be other- than- temporary based on managements evaluation. Impairment is evaluated considering numerous factors, and their
relative significance varies depending on the situation. Factors considered include the length of time and extent to which the market value has been less than cost; the financial condition and near-term prospects of the issuer of the securities; and
the intent and ability to retain the security in order to allow for an anticipated recovery in fair value.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | U.S. Government sponsored entities include FNMA and FHLMC.
|--- | ----------------------------------------------------------

|(3) | Underlying assets of mutual funds consist primarily of mortgage-backed securities.
|--- | ----------------------------------------------------------------------------------



12



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



4.    Loans Held in Portfolio



Loans held in portfolio consist of the following:



|                                                          |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|--------------------------------------------------------- |  | ----------------------- | ---------- | - | ------------------------ | ----- | - | ------ | - | ---------- | --------------- |  | ----- | -
|                                                          |  | As of December 31, 2006 |            |   | As of September 30, 2006 |      
|                                                          |  | Amount                  |            |   | Percent of Total         |       |   | Amount |   |            | Percent ofTotal | 
|                                                          |  | (Dollars in thousands)  |           
|Real estate loans:                                        |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|One-to-four family residential:                           |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|Residential mortgages                                     |  | $                       | 9,114,076  |   |                          | 78.8  | % |        | $ | 8,967,323  |                 |  | 78.6  | %
|Specialty consumer mortgages                              |  |                         | 681,638    |   |                          | 5.9   |   |        |   | 694,590    |                 |  | 6.1   |  
|                                                          |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|Total one-to-four family residential                      |  |                         | 9,795,714  |   |                          | 84.7  |   |        |   | 9,661,913  |                 |  | 84.7  |  
|Home equity loans and lines of credit                     |  |                         | 381,820    |   |                          | 3.3   |   |        |   | 355,822    |                 |  | 3.1   |  
|Multi-family                                              |  |                         | 88,605     |   |                          | 0.8   |   |        |   | 85,544     |                 |  | 0.8   |  
|Commercial real estate                                    |  |                         | 432,108    |   |                          | 3.8   |   |        |   | 413,637    |                 |  | 3.6   |  
|Construction                                              |  |                         | 149,616    |   |                          | 1.3   |   |        |   | 174,466    |                 |  | 1.5   |  
|Land                                                      |  |                         | 329,038    |   |                          | 2.8   |   |        |   | 337,023    |                 |  | 3.0   |  
|                                                          |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|Total real estate loans                                   |  |                         | 11,176,901 |   |                          | 96.7  |   |        |   | 11,028,405 |                 |  | 96.7  |  
|                                                          |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|Other loans:                                              |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|Commercial                                                |  |                         | 186,618    |   |                          | 1.6   |   |        |   | 194,269    |                 |  | 1.7   |  
|Consumer                                                  |  |                         | 18,497     |   |                          | 0.2   |   |        |   | 17,809     |                 |  | 0.2   |  
|                                                          |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|Total other loans                                         |  |                         | 205,115    |   |                          | 1.8   |   |        |   | 212,078    |                 |  | 1.9   |  
|                                                          |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|Total loans held in portfolio (1)                         |  |                         | 11,382,016 |   |                          | 98.5  |   |        |   | 11,240,483 |                 |  | 98.6  |  
|Unearned discounts, premiums and deferred loan costs, net |  |                         | 205,762    |   |                          | 1.8   |   |        |   | 196,601    |                 |  | 1.7   |  
|Allowance for loan losses                                 |  |                         | (39,192    | ) |                          | (0.3  | ) |        |   | (36,378    | )               |  | (0.3  | )
|                                                          |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  
|Total loans held in portfolio, net                        |  | $                       | 11,548,586 |   |                          | 100.0 | % |        | $ | 11,400,706 |                 |  | 100.0 | %
|                                                          |  |                         |            |   |                          |       |   |        |   |            |                 |  |       |  

---

|(1) | As of December 31, 2006, BankUnited had $44.7 million of non-accrual loans and no loans past due more than 90 days and still accruing. As of September 30, 2006, BankUnited
had $20.7 million of non-accrual loans and no loans past due more than 90 days and still accruing.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of December 31, 2006, the Bank had pledged approximately $8.7 billion of mortgage loans as collateral for advances from the Federal Home Loan Bank
of Atlanta. As of September 30, 2006, the Bank had pledged approximately $8.2 billion of mortgage loans as collateral for advances from the Federal Home Loan Bank of Atlanta.



The following table provides the composition of BankUniteds one-to-four family residential loans as of
December 31, 2006 and September 30, 2006, including loans held for sale.



|                                                                              |  |                         |           |                 |                          |   |        |   |                 |  |       |  
|----------------------------------------------------------------------------- |  | ----------------------- | --------- | --------------- | ------------------------ | - | ------ | - | --------------- |  | ----- | -
|                                                                              |  | As of December 31, 2006 |           |                 | As of September 30, 2006 |  
|                                                                              |  | Amount                  |           | Percent ofTotal |                          |   | Amount |   | Percent ofTotal | 
|                                                                              |  | (Dollars in thousands)  |          
|One-to-four family residential loans:                                         |  |                         |           |                 |                          |   |        |   |                 |  |       |  
|Fixed rate loans                                                              |  | $                       | 1,292,234 |                 | 13.0                     | % |        | $ | 1,273,240       |  | 13.1  | %
|Adjustable rate loans (ARM):                                                  |  |                         |           |                 |                          |   |        |   |                 |  |       |  
|Option ARM (1)                                                                |  |                         | 6,867,795 |                 | 69.3                     |   |        |   | 6,662,052       |  | 68.9  |  
|Non Option ARM                                                                |  |                         | 1,752,850 |                 | 17.7                     |   |        |   | 1,736,163       |  | 18.0  |  
|                                                                              |  |                         |           |                 |                          |   |        |   |                 |  |       |  
|Total ARM loans                                                               |  |                         | 8,620,645 |                 | 87.0                     |   |        |   | 8,398,215       |  | 86.9  |  
|                                                                              |  |                         |           |                 |                          |   |        |   |                 |  |       |  
|Total one-to-four family residential loans, including loans held for sale (2) |  | $                       | 9,912,879 |                 | 100.0                    | % |        | $ | 9,671,455       |  | 100.0 | %
|                                                                              |  |                         |           |                 |                          |   |        |   |                 |  |       |  

---

|(1) | This concentration represents 60.9% of BankUniteds total loans outstanding as of December 31, 2006. As of December 31, 2006, Option ARM loans with a balance of $5.6 billion
were negatively amortizing with approximately $129.7 million of their principal
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



| | balances resulting from negative amortization. As of September 30, 2006, Option ARM loans with a balance of $5 billion were negatively amortizing with
approximately $89 million of their principal balances resulting from negative amortization. These loans are subject to interest rate caps.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Excluding deferred costs, discounts, premiums and allowance for loan losses.
|--- | ----------------------------------------------------------------------------



Option ARM loans have an interest rate that adjusts periodically, generally on a monthly basis, and allows borrowers different monthly payment options.
The initial minimum monthly payment is generally lower than the amount required for full amortization of the loan and may only increase by 7.5% annually through the fifth year of the loan. The scheduled monthly payment increases after five years to
require full repayment of the loan balance over the remaining term of the loan.



Borrowers have the option to pay a minimum payment that may not cover the interest accrued on the loan for the month and this would result in deferred interest being added to the balance of the loan. The increase in
loan balance over the original loan amount is referred to as negative amortization. Contractual terms of the option ARM limit the amount that the loan balance can increase through negative amortization to 115% of the original loan amount during the
first five years of the loan. Upon reaching this limit the monthly payment increases to require full repayment of principal over the remaining term of the loan. The borrower has other options that would allow him to pay interest only or a higher
amount that would reduce the outstanding loan balance in any month.



The characteristics of the option ARM portfolio as of December 31, 2006 were as follows:



| |  |  | Option ARM loans represented 59.3% of the total loan portfolio
| | - |  | --------------------------------------------------------------



| |  |  | $5.6 billion or 80% of $7.0 billion in option ARM loans had negative amortization of $129.7 million. This amount represented 2.3% percent of the loan balance on
negatively amortizing loans, or 1.9% of the total option ARM loans outstanding
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The average LTV of the option ARM portfolio at inception was 73.67% with the adjustment for coverage of Private Mortgage Insurance (PMI)
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The average outstanding balance of an option ARM loan in the portfolio, was $306,159
| | - |  | ------------------------------------------------------------------------------------



| |  |  | The average borrower credit score (FICO) was 710
| | - |  | ------------------------------------------------



14



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



5.    Earnings Per Share



The following tables reconcile basic and diluted earnings per share for the three months ended December 31, 2006 and
2005.



|                                                    |  |                                                        |        |      |   |       
|--------------------------------------------------- |  | ------------------------------------------------------ | ------ | ---- | - | ------
|                                                    |  | For the Three MonthsEnded December 31,                
|                                                    |  | 2006                                                   |        | 2005
|                                                    |  | (Dollars and sharesin thousands,except per share data)
|Basic earnings per share:                           |  |                                                        |        |      |   |       
|Numerator:                                          |  |                                                        |        |      |   |       
|Net income                                          |  | $                                                      | 27,368 |      | $ | 16,175
|Preferred stock dividends                           |  |                                                        | 135    |      |   | 118   
|                                                    |  |                                                        |        |      |   |       
|Net income available to common stockholders         |  | $                                                      | 27,233 |      | $ | 16,057
|                                                    |  |                                                        |        |      |   |       
|Denominator:                                        |  |                                                        |        |      |   |       
|Weighted average common shares outstanding          |  |                                                        | 36,390 |      |   | 30,169
|                                                    |  |                                                        |        |      |   |       
|Basic earnings per share                            |  | $                                                      | 0.75   |      | $ | 0.53  
|                                                    |  |                                                        |        |      |   |       
|Diluted earnings per share:                         |  |                                                        |        |      |   |       
|Numerator:                                          |  |                                                        |        |      |   |       
|Net income available to common stockholders         |  | $                                                      | 27,233 |      | $ | 16,057
|Plus:                                               |  |                                                        |        |      |   |       
|Convertible preferred stock dividends               |  |                                                        | 135    |      |   | 118   
|                                                    |  |                                                        |        |      |   |       
|Diluted net income available to common stockholders |  | $                                                      | 27,368 |      | $ | 16,175
|                                                    |  |                                                        |        |      |   |       
|Denominator:                                        |  |                                                        |        |      |   |       
|Weighted average common shares outstanding          |  |                                                        | 36,390 |      |   | 30,169
|Plus:                                               |  |                                                        |        |      |   |       
|Stock options and restricted stock                  |  |                                                        | 984    |      |   | 1,154 
|Convertible preferred stock                         |  |                                                        | 965    |      |   | 908   
|                                                    |  |                                                        |        |      |   |       
|Diluted weighted average shares outstanding         |  |                                                        | 38,339 |      |   | 32,231
|                                                    |  |                                                        |        |      |   |       
|Diluted earnings per share(1)                       |  | $                                                      | 0.71   |      | $ | 0.50  
|                                                    |  |                                                        |        |      |   |       

---

|(1) | For the three months ended December 31, 2006, BankUnited did not consider potential common and preferred stock options of 535,798 and 270,500, respectively, in the computation
of diluted earnings per share as they would have been antidilutive.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | For the three months ended December 31, 2005, BankUnited did not consider potential common and preferred stock options of 717,576 and 220,000, respectively, in the computation
of diluted earnings per share as they would have been antidilutive.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



6.    Regulatory Capital



The Banks regulatory capital levels as of December 31, 2006 and September 30, 2006 was as follows:



|                                         |  |                        |           |                         |   |          
|---------------------------------------- |  | ---------------------- | --------- | ----------------------- | - | ---------
|                                         |  | As of December 31,2006 |           | As of September 30,2006
|                                         |  | (Dollars in thousands)
|Tier 1 Leverage Capital                  |  |                        |           |                         |   |          
|Amount                                   |  | $                      | 1,024,422 |                         | $ | 990,629  
|Actual Ratio                             |  |                        | 7.4%      |                         |   | 7.3%     
|Well-Capitalized Minimum Ratio(1)        |  |                        | 5.0%      |                         |   | 5.0%     
|Adequately Capitalized Minimum Ratio(1)  |  |                        | 4.0%      |                         |   | 4.0%     
|                                         |  |                       
|Tier 1 Risk-Based Capital (2)            |  |                        |           |                         |   |          
|Amount                                   |  | $                      | 1,024,422 |                         | $ | 990,629  
|Actual Ratio                             |  |                        | 14.0%     |                         |   | 13.8%    
|Well-Capitalized Minimum Ratio (1)       |  |                        | 6.0%      |                         |   | 6.0%     
|Adequately Capitalized Minimum Ratio (1) |  |                        | 4.0%      |                         |   | 4.0%     
|                                         |  |                       
|Total Risk-Based Capital                 |  |                        |           |                         |   |          
|Amount                                   |  | $                      | 1,049,550 |                         | $ | 1,013,770
|Actual Ratio                             |  |                        | 14.5%     |                         |   | 14.3%    
|Well-Capitalized Minimum Ratio(1)        |  |                        | 10.0%     |                         |   | 10.0%    
|Adequately Capitalized Minimum Ratio(1)  |  |                        | 8.0%      |                         |   | 8.0%     

---

|(1) | Based on Office of Thrift Supervision regulations adopted to implement the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement
Act of 1991.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Tier 1 risk-based capital ratio is the ratio of core capital to risk weighted assets.
|--- | -------------------------------------------------------------------------------------



7.    Comprehensive Income



BankUniteds comprehensive income includes all items which comprise net income, plus other comprehensive gain (loss).
For the three months ended December 31, 2006 and 2005, BankUniteds comprehensive income was as follows:



|                                                                                                                                                                                        |  |                                         |        |   |      |   |        |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                                                                                                                                        |  | For the Three Months Ended December 31, |       
|                                                                                                                                                                                        |  | 2006                                    |        |   | 2005 |  
|                                                                                                                                                                                        |  | (In thousands)                          |       
|Net income                                                                                                                                                                              |  | $                                       | 27,368 |   |      | $ | 16,175 |  
|Other comprehensive income (loss), net of tax:                                                                                                                                          |  |                                         |        |   |      |   |        |  
|Unrealized gain (loss) arising during the period on securities, net of tax (expense) benefit of $(1,808) and $1,662 for the three months ended
December 31, 2006 and 2005, respectively |  |                                         | 3,358  |   |      |   | (3,087 | )
|Unrealized (loss) gain on cash flow hedges, net of tax benefit (expense) of $110 and $31 for the three months ended December 31, 2006 and
2005, respectively                            |  |                                         | (205   | ) |      |   | 58     |  
|Less reclassification adjustment for:                                                                                                                                                   |  |                                         |        |   |      |   |        |  
|Realized gain on securities sold included in net income, net of tax expense of $15 for the three months ended December 31,
2006                                                         |  |                                         | 28     |   |      |   |       |  
|Realized gain (loss) on cash flow hedges, net of tax (expense) benefit of $16 and $14 for the three months ended December 31, 2006 and
2005, respectively                               |  |                                         | 29     |   |      |   | (26    | )
|Other                                                                                                                                                                                   |  |                                         |       |   |      |   | 203    |  
|                                                                                                                                                                                        |  |                                         |        |   |      |   |        |  
|Total other comprehensive income (loss), net of tax                                                                                                                                     |  |                                         | 3,096  |   |      |   | (3,206 | )
|                                                                                                                                                                                        |  |                                         |        |   |      |   |        |  
|Comprehensive income                                                                                                                                                                    |  | $                                       | 30,464 |   |      | $ | 12,969 |  
|                                                                                                                                                                                        |  |                                         |        |   |      |   |        |  



16



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



8.    Accounting For Derivatives and Hedging Activities



BankUnited uses derivative instruments as part of its interest rate risk
management activities to reduce risks associated with its loan origination and borrowing activities. Derivatives include loan commitments, forward sales contracts, and interest rate swaps and caps. In accordance with SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133), BankUnited recognizes all derivatives as either assets or liabilities on the consolidated balance sheet and reports them at fair value with realized and
unrealized gains and losses included in either earnings or in other comprehensive income, depending on the purpose for which the derivative is held and whether the derivative qualifies for hedge accounting.



Loan Commitments



BankUnited commits to originate one-to-four family residential mortgage loans with potential borrowers at specified interest
rates for short periods of time, usually thirty days. If potential borrowers meet underwriting standards, these loan commitments obligate BankUnited to fund the loans, but do not obligate the potential borrowers to accept the loans. If the borrowers
do not allow the commitments to expire, the loans are funded, and either placed into BankUniteds loan portfolio or held for sale. Based on historical experience, the interest rate environment, and the underlying loan characteristics,
BankUnited estimates the amount of commitments that will ultimately become loans held for sale and accounts for those as derivatives during the commitment period. As derivatives, the changes in the fair value of the commitments are recorded in
current earnings under other non-interest expense with an offset to the consolidated statement of financial condition in other liabilities. Fair values are based solely on the relationship of observable market interest rates and are calculated by
third parties.



Forward Sales Contracts



BankUnited enters into forward sales contracts in order to economically
hedge fair value exposure of loan commitments and fair value exposure of loans held for sale to a change in interest rates. Fair value changes of forward sales contracts, not eligible for hedge accounting under SFAS No. 133, are recorded in
earnings under non-interest expense with an offset in other liabilities. Hedge accounting was not applied to these contracts in the quarters ended December 31,2005 and December 31, 2006.



Loans Held For Sale



Loans held for sale are accounted for under the lower of cost or market method. Lower of cost or market adjustments are
recorded in earnings under non-interest expense. No adjustments, related to lower of cost or market, were booked in the periods ended December 31, 2006, and 2005.



Interest Rate Swaps and Caps



At December 31, 2006, BankUnited had outstanding one interest rate swap contract and two interest rate cap contracts used to reduce the risk of rising
interest payments associated with specific variable rate debt instruments. These contracts were accounted for as cash flow hedges under SFAS 133.



BankUnited had applied hedge accounting based on the short cut method for interest rate swaps provided for in Statement of Financial
Accounting Standards No. 133 for the quarter ended December 31, 2005. BankUnited reviewed its application of the short cut method in accounting for interest rate swaps in the subsequent quarter and concluded that three hedge transactions,
outstanding at December 31, 2005, did not meet the requirements set forth in the guidance and hedge accounting was precluded for those items in the periods



17



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



previously applied. BankUnited concluded that the reclassification of these swaps did not materially affect the results of operations for any period
presented and recognized a $242 thousand net charge from prior periods in the quarter ended March 31, 2006. The shortcut method has not been used in subsequent periods.



The following table summarizes certain information with respect to the use of derivatives and their impact on
BankUniteds statements of income during the quarters ended December 31, 2006, and 2005:



|                                                                |  |                |      |   |      |   |      |  
|--------------------------------------------------------------- |  | -------------- | ---- | - | ---- | - | ---- | -
|                                                                |  | 2006           |      |   | 2005 |  
|                                                                |  | (In thousands) |     
|Interest Rate Swaps                                             |  |                |      |   |      |   |      |  
|Loss recorded in non-interest income related to cash flow swaps |  | $              | 196  |   |      | $ |     |  
|Other Derivatives (1)                                           |  |                |      |   |      |   |      |  
|Gain (loss) recorded in non-interest expense                    |  |                | 58   |   |      |   | (103 | )
|                                                                |  |                |      |   |      |   |      |  
|Total net (loss) gain recorded in earnings due to derivatives   |  | $              | (138 | ) |      | $ | (103 | )
|                                                                |  |                |      |   |      |   |      |  

---

|Note: | A charge of $4 thousand related to ineffectiveness on cash flow hedges was booked during the quarter ended December 31, 2006. Within the next 12 months, BankUnited estimates
that $181 thousand will be reclassified out of other comprehensive income as a credit to earnings for cash flow hedges outstanding as of December 31, 2006.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | BankUnited uses other derivatives to economically hedge interest rate risk, but they do not qualify for hedge accounting treatment.
|--- | -----------------------------------------------------------------------------------------------------------------------------------



9.    Stock-Based Compensation



At December 31, 2006 BankUnited Financial Corporation had certain
stock-based compensation plans approved by shareholders and designed to provide incentives to current and prospective officers, directors and employees of BankUnited and its subsidiaries. Under the plans, BankUnited may award stock options, stock
appreciation rights, restricted stock, restricted stock units and awards in lieu of obligations, dividend equivalents, other stock-based awards and performance awards in each of its classes of stocks. For information on subsequent events affecting
stock-based compensation, see Part II, Item 4 Submission of matters to a vote of security holderson this report.



Options



BankUnited may award both incentive stock options and non-qualified stock options. Options granted under BankUniteds Plans generally expire eight to
ten years after the date of grant and are granted at or above the fair market value (closing price) of the stock on the date of grant. An option may vest over a period ranging from immediate to nine years.



In the first fiscal quarter of 2007, the Company awarded 242 thousand
non-qualified Common A stock options at $26.82. These options had a fair value of $1.7 million.



BankUnited has used the Black-Scholes model to calculate fair values of options awarded. This model requires assumptions as to expected volatility,
dividends, terms, and risk free rates. Assumptions used for the periods covered herein, are outlined in the table below:



|                       |  |                                      |  |                                     
|---------------------- |  | ------------------------------------ |  | ------------------------------------
|                       |  | Three Months Ended December 31, 2006 |  | Three Months Ended December 31, 2005
|Expected Volatility    |  | 26.0%                                |  | 26.0%                               
|Expected Dividend      |  | .007% - 1.32%                        |  | .007% - 1.32%                       
|Expected Term in Years |  | 3.9 - 5.0                            |  | 3.9-7.0                             
|Risk Free Rate         |  | 4.66% - 4.68%                        |  | 4.45% - 4.45%                       



18



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



Expected volatilities are based on historical volatility trends of BankUniteds Class A
Common Stock and other factors. Expected dividends reflect a range from actual dividends paid on BankUniteds Class A Common Stock and Series B Preferred Stock. Expected terms represents the period of time that options granted are expected
to be outstanding; the range above results from certain categories of recipients exhibiting different exercise behavior. The risk free rate is based on the U.S Treasury yield curve in effect at the time of grant for the appropriate life of each
option.



The following table presents the activity of
BankUniteds outstanding stock options, for all classes of Common Stock for the quarter ended December 31, 2006:



|                                        |  |                                   |   |  |                                |       |                                          |     |                           |   |       
|--------------------------------------- |  | --------------------------------- | - |  | ------------------------------ | ----- | ---------------------------------------- | --- | ------------------------- | - | ------
|Common Stock Options                    |  | Number ofShares                   |   |  | WeightedAverage Priceper Share |       | WeightedAverageRemainingContractualTerms |     | Aggregate Intrinsic Value
|                                        |  | (Dollars and shares in thousands)
|Options outstanding, September 30, 2006 |  | 2,305                             |   |  | $                              | 17.73 |                                          | 5.9 |                           | $ | 20,133
|Options granted                         |  | 242                               |   |  | $                              | 26.82 |                                          |     |                           |   |       
|Options exercised                       |  | (21                               | ) |  | $                              | 26.24 |                                          |     |                           |   |       
|Options forfeited                       |  | (2                                | ) |  | $                              | 23.47 |                                          |     |                           |   |       
|Options expired                         |  | (9                                | ) |  | $                              | 9.15  |                                          |     |                           |   |       
|                                        |  |                                   |   |  |                                |       |                                          |     |                           |   |       
|Options outstanding, December 31, 2006  |  | 2,515                             |   |  | $                              | 18.70 |                                          | 6.0 |                           | $ | 20,139
|                                        |  |                                   |   |  |                                |       |                                          |     |                           |   |       
|Exercisable at December 31, 2006        |  | 1,817                             |   |  | $                              | 16.74 |                                          | 5.3 |                           | $ | 17,925
|Unvested at December 31, 2006           |  | 698                               |   |  | $                              | 23.81 |                                          | 7.9 |                           | $ | 2,214 



The following table
presents the activity of BankUniteds outstanding stock options, for Series B Preferred Stock, for the quarter ended December 31, 2006:



|                                 |  |                                   |  |                                  |       |                                              |     |                           |   |       
|-------------------------------- |  | --------------------------------- |  | -------------------------------- | ----- | -------------------------------------------- | --- | ------------------------- | - | ------
|Series B Preferred Stock Options |  | Number of Shares                  |  | Weighted Average Price per
Share |       | Weighted Average Remaining Contractual Terms |     | Aggregate Intrinsic Value
|                                 |  | (Dollars and shares in thousands)
|Outstanding September 30, 2006   |  | 941                               |  | $                                | 26.75 |                                              | 5.4 |                           | $ | 12,762
|Granted                          |  |                                  |  |                                  |      |                                              |     |                           |   |       
|Exercised                        |  |                                  |  |                                  |      |                                              |     |                           |   |       
|                                 |  |                                   |  |                                  |       |                                              |     |                           |   |       
|Outstanding December 31, 2006    |  | 941                               |  | $                                | 26.75 |                                              | 5.1 |                           | $ | 13,028
|                                 |  |                                   |  |                                  |       |                                              |     |                           |   |       
|Exercisable at December 31, 2006 |  | 692                               |  | $                                | 23.03 |                                              | 4.1 |                           | $ | 11,791
|Unvested at December 31, 2006    |  | 249                               |  | $                                | 37.07 |                                              | 7.8 |                           | $ | 1,236 



The following table
presents the values of option grants and exercises for the three-month periods ended December 31, 2006 and 2005:



|                                                                                  |  |                                                         |      |                                      |   |     
|--------------------------------------------------------------------------------- |  | ------------------------------------------------------- | ---- | ------------------------------------ | - | ----
|                                                                                  |  | Three Months Ended December 31, 2006                    |      | Three Months Ended December 31,
2005
|                                                                                  |  | (Dollars and shares in thousands except per share data)
|Grant date weighted average fair value per share of options granted during period |  | $                                                       | 7.07 |                                      | $ | 7.63
|Total intrinsic value of options exercised                                        |  | $                                                       | 341  |                                      | $ | 966 
|Cash received from options exercised                                              |  | $                                                       | 217  |                                      | $ | 776 
|Actual tax benefit to be realized from option exercises                           |  | $                                                       | 19   |                                      | $ | 227 



19



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



Restricted Stock



Restricted stock awards granted without performance-based restrictions vest in annual installments over periods ranging from
immediate to fourteen years commencing on the date of the grant. The vesting schedules are intended to encourage officers, directors and employees to make long-term commitments to BankUnited.



In the first fiscal quarter of 2007 the Company awarded 161 thousand shares
of Common A restricted stock valued at $4.3 million to vest over five to seven years. These grants included 28,000 performance-based restricted shares valued at $750 thousand. Fair value for non-vested shares is determined based on the closing price
of BankUniteds shares on the grant date.



A summary of the status of BankUniteds non-vested restricted common shares and restricted common stock units for the quarter ended December 31, 2006 are presented below:



|                               |  |                                 |   |  |                                                     |      
|------------------------------ |  | ------------------------------- | - |  | --------------------------------------------------- | -----
|Common Unvested Shares *       |  | Number of Shares (in thousands) |   |  | Weighted Average Price per Share (at date of grant)
|Outstanding September 30, 2006 |  | 477                             |   |  | $                                                   | 25.28
|Granted                        |  | 161                             |   |  |                                                     | 26.81
|Vested                         |  | (53                             | ) |  |                                                     | 23.72
|Forfeited                      |  |                                |   |  |                                                     |     
|                               |  |                                 |   |  |                                                     |      
|Outstanding December 31, 2006  |  | 585                             |   |  |                                                     | 25.86
|                               |  |                                 |   |  |                                                     |      

---

|* | Including Restricted Stock Units
|- | --------------------------------



The intrinsic value for these awards is $0.8 million and the weighted average life of these awards is 4.2 years.



In the first fiscal quarter of 2007 the Company awarded 105 thousand shares
of Series B Preferred-restricted stock valued at $4.2 million to vest over five to seven years. These grants included 105,000 performance-based restricted shares valued at $4.2 million. Fair value for non-vested shares is determined based on the
closing price of BankUniteds shares on the grant date.



A
summary of the status of BankUniteds unvested Series B Preferred Stock restricted shares, including both, performance and nonperformance-based awards, units for the quarter ended December 31, 2006, are presented below :



|                                  |  |                                 |   |  |                                                     |      
|--------------------------------- |  | ------------------------------- | - |  | --------------------------------------------------- | -----
|Preferred Unvested Shares         |  | Number of Shares (in thousands) |   |  | Weighted Average Price per Share (at date of grant)
|Outstanding at September 30, 2006 |  | 341                             |   |  | $                                                   | 30.98
|Granted                           |  | 105                             |   |  |                                                     | 40.12
|Vested                            |  | (2                              | ) |  |                                                     | 35.40
|                                  |  |                                 |   |  |                                                     |      
|Outstanding at December 31, 2006  |  | 444                             |   |  | $                                                   | 33.12
|                                  |  |                                 |   |  |                                                     |      



The intrinsic value
for these awards is $2.9 million and the weighted average life of the awards is 4.5 years.



20



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



Performance Based Awards



Under the Stock Award and Incentive Plan the Compensation Committee has the authority to grant performance awards based on
the achievement of pre-set performance goals by a future date. The goals are business-based goals such as growth in assets, loans and/or deposits; enhancing earnings by achieving certain levels of revenue and/or net income, improving or maintaining
quality of assets, and improving net interest margin.



During
the period ended December 31, 2006 the Compensation Committee voted to award certain executive officers performance awards that require the achievement of goals over future periods on specified objectives. These awards have performance periods
that range from one to two years.



Performance based restricted
stock awards are eligible to be voted by the executive from the date of the award. Dividends are paid only after achievement of performance goals to which the award is subject.



In the first fiscal quarter of 2007 the Company awarded 133 thousand shares of restricted stock valued at $5.0 million to
vest over five to seven years. These grants included 28,000 shares of Common A stock valued at $750 thousand and 105,000 shares of Series B Preferred stock valued at $4.2 million Fair value for non-vested shares is determined based on the closing
price of BankUniteds shares on the grant date.



As of
December 31, 2006 BankUnited had the following awards outstanding in both Class A Common Stock and Series B Preferred Stock.



|                                  |  |                                 |   |  |                                                     |      
|--------------------------------- |  | ------------------------------- | - |  | --------------------------------------------------- | -----
|Performance Based Unvested Shares |  | Number of Shares (in thousands) |   |  | Weighted Average Price per Share (at date of grant)
|Outstanding at September 30, 2006 |  | 347                             |   |  | $                                                   | 30.17
|Granted                           |  | 133                             |   |  |                                                     | 37.32
|Vested                            |  | (2                              | ) |  |                                                     | 35.40
|                                  |  |                                 |   |  |                                                     |      
|Outstanding at December 31, 2006  |  | 478                             |   |  | $                                                   | 32.16
|                                  |  |                                 |   |  |                                                     |      



The intrinsic value
for these awards is $2.9 million and the weighted average life of the awards is 4.4 years.



10.    Commitments and Contingencies



Commercial and standby letters of credit are off balance sheet instruments which represent conditional commitments issued by BankUnited to guarantee the
performance of a customer to a third party. BankUnited had outstanding commercial and standby letters of credit in the amount of $45.4 million and $47.5 million as of December 31, 2006 and September 30, 2006, respectively. Fees collected
on standby letters of credit represent the fair value of these commitments and are deferred and amortized over their term, which is typically one year or less.



BankUnited is a party to certain claims and litigation arising in the ordinary course of business. In the opinion of management, the resolution of such
claims and litigation will not materially affect BankUniteds consolidated financial position or results of operations.



21



---

##### Table of Contents

BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES



CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONTINUED



11.    Subsequent Events



In January 2007, BankUnited sold $7.3 million of a troubled commercial real estate loan at a discount of $1.3 million. This
amount had been specifically reserved at December 31, 2006. The disposition of this loan reduced BankUniteds total exposure on this credit relationship to $3 million.



On January 23, 2007, BankUnited held its Annual Meeting of Stockholders. See Part II, Item 4 on page 35
for results of this meeting.



On January 23, 2007,
BankUniteds Board of Directors authorized a 600,000 share increase in the number of shares of its Class A Common Stock that could be acquired under the stock repurchase program from 3,000,000 shares to 3,600,000 shares of which, 552,700
have been repurchased, leaving a balance of 3,047,300 shares. This plan does not have an expiration date.



22



---

##### Table of Contents

|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



As used in this Form 10-Q, BankUnited, we, us and our refers to BankUnited
Financial Corporation and its subsidiaries (BankUnited) on a consolidated basis. The following discussion and analysis and the related financial data present a review of BankUniteds consolidated operating results for the three
month periods ended December 31, 2006 and 2005 and consolidated financial condition as of December 31, 2006. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained
in BankUniteds Annual Report on Form 10-K.



This
Quarterly Report on Form 10-Q contains forward-looking statements. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended (the Securities Act), and
Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Words and phrases such as: will likely result, expect, will continue, anticipate,
estimate, project, believe, intend, will, should, would, could, may, can, plan, target and similar
expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, discussions concerning:



| |  |  | Projections of revenues, expenses, income, earnings per share, margin, asset growth, loan production, credit quality, deposit growth, and other performance
measures;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Expansion of operations, including branch openings, entrance into new markets, development of products and services; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Discussions on the outlook of the economy, competition, regulation, taxation, company strategies, subsidiaries, investment risk, and policies.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



Actual results or performance could differ
from those implied or contemplated by forward-looking statements. BankUnited wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and are not historical facts or guarantees of
future performance. Forward-looking statements are subject to certain risks and uncertainties, including, among others: general business, economic and market conditions, fiscal and monetary policies, war and terrorism, natural events and disasters,
changes in interest rates, deposit flows, loan demand, real estate values and real estate market conditions; a deterioration in credit quality and/or a reduced demand for credit, competition with other providers of financial products and services;
the issuance or redemption of additional company equity or debt; volatility in the market price of our common stock; changes in accounting principles, policies or guidelines, changes in laws or regulations; reliance on other companies for products
and services; operational or systems risks; and other economic, competitive, servicing capacity, governmental, regulatory and technological factors affecting the companys operations, pricing, products and delivery of services. Information in
this Quarterly Report on Form 10-Q is as of the dates, and for the periods, indicated. BankUnited does not undertake, and specifically disclaims any obligation, to publicly update or revise any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date of such statements, whether as the result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events
discussed in or incorporated by reference into this report might not occur.



Overview



BankUniteds results of
operations are dependent primarily on its net interest income, which is the difference between the interest earned on its assets, primarily its loan and securities portfolios, including the effect of related premium, fees and discounts, and its cost
of funds, which consists of the interest paid on its deposits and borrowings. BankUniteds results of operations are also affected by its provision for loan losses as well as non-interest income, non-interest expenses and income tax expense.



23



---

##### Table of Contents

BankUniteds operations, like those of other financial institution holding companies, are affected
by BankUniteds asset and liability management policies, as well as factors beyond BankUniteds control, such as general economic conditions and the monetary and fiscal policies of the federal government. Lending activities are affected by
the demand for mortgage financing and other types of loans, and are thus influenced by interest rates and other factors affecting the demand for loans that are beyond managements control. Deposit flows and costs of deposits and borrowings are
influenced by local competition and by general market rates of interest.



Highlights for the quarter ended December 31, 2006 were:



| |  |  | Record net income of $27.4 million for the quarter, up 69% over the same quarter of fiscal 2006. Net-interest margin of 2.35% increased by 39 basis points from the
same quarter last year. Net interest income was the main contributor to the improvement in net income.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Total assets reached $13.8 billion, up $2.6 billion, or 23%, from December 31, 2005 and total loans grew by $2.7 billion or 30%, from December 31, 2005.
Asset growth has been centered in the residential loan portfolio, which grew by $2.4 billion.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Loan production was $1.3 billion for the quarter, down 6.7% from the same quarter of fiscal 2006.
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Sale of $545 million in residential loans resulted in a gain of $5.6 million.
| | - |  | -----------------------------------------------------------------------------



| |  |  | Total deposits reached $6.3 billion, up $1.3 billion, or 25.7%, from December 31, 2005.
| | - |  | ---------------------------------------------------------------------------------------



Record net income in the first quarter resulted from growth in earning
assets, higher net interest margin and gains from loan sales. The cyclical slowdown in the housing market is expected to reduce the level of residential loan production and increase the level of non-performing assets in 2007 from their current low
levels by industry standards.



BankUnited is implementing a
multi-step program to continue its growth in a slower housing market. These plans aim to:



| |  |  | increase loans by entering new markets and creating and refining products
| | - |  | -------------------------------------------------------------------------



| |  |  | build the Florida franchise through additional branch expansion
| | - |  | ---------------------------------------------------------------



| |  |  | grow consumer and commercial lending and
| | - |  | ----------------------------------------



| |  |  | manage the cost of deposits and other borrowings
| | - |  | ------------------------------------------------



Critical Accounting Estimates



BankUniteds financial position and results of operations are impacted by managements application of accounting policies involving judgments
made to arrive at the carrying value of certain assets. In implementing its policies, management must make estimates and assumptions about the effect of matters that are inherently less than certain. Actual results could differ significantly from
these estimates, which could materially affect the reported amounts of our assets, liabilities, income and expenses. Critical accounting estimates made by management include those that relate to the allowance for loan losses, the carrying amount of
mortgage servicing rights, and stock based compensation.



The
allowance for loan losses is a subjective judgment that management must make regarding the loan portfolio, and is established and maintained at levels that management believes are adequate to cover probable losses resulting from the inability of
borrowers to make required payments on loans. Estimates for loan losses are made by analyzing historical loan losses, current trends in delinquencies and charge-offs, plans for problem loan administration and resolution, the views of regulators,
changes in the size and composition of the loan portfolio, and peer group information. In addition, the economic climate and direction, increases or decreases in overall lending rates, political conditions, legislation directly or indirectly
impacting the banking industry, and economic conditions affecting specific geographical areas in which BankUnited conducts business are all considered. Where there is impairment of a specific loan, management obtains valuations of the property or
collateral securing the loan, loan market valuations, and current cash flow projections available to establish specific reserves. Since the calculation of appropriate loan loss allowances relies on managements estimates and judgments relating
to inherently uncertain events, actual results may differ from these estimates. For a more



24



---

##### Table of Contents

detailed discussion on the allowance for loan losses, see Asset Qualitysection of this report and, (e) Allowance for Loan Lossesin
note (1) Summary of Significant Accounting Policiesto the Notes to Consolidated Financial Statements on page 74 of BankUniteds Annual Report on Form 10-K for the year ended September 30, 2006.



Several estimates impact mortgage servicing assets, including the initial
valuation of the assets to be recognized upon the sale of residential mortgage loans, the amortization of the assets, and the subsequent periodic valuation of the assets for impairment. The initial and ongoing valuation and amortization of mortgage
servicing rights is significantly impacted by interest rates, prepayment fees, prepayment experience and the credit performance of the underlying loans. An increase in the anticipated prepayment speed of the serviced portfolio could affect the MSR
asset valuation. For a more detailed discussion on MSR, see discussion Item 7A. Quantitative and Qualitative Disclosures About Market Risk, and notes (1) Summary of Significant Accounting Policiesand (5) Servicing and Transfers of Mortgage Loans to the Notes to Consolidated Financial Statements on pages 56, 76 and 90, respectively of BankUniteds Annual Report on Form 10-K for the year ended September 30, 2006.



Several assumptions are made in the determination of
share-based compensation. BankUnited utilizes the Black  Scholes model to calculate stock-based compensation under SFAS 123R. Estimates of the expected volatility, the expected life of options, and the applicable risk free interest rate affect
the computation of the fair value of options to be expensed. Assumptions are also made as to the expected achievement of performance conditions for performance based stock grants. Estimates of expected forfeiture rates are made for both options and
restricted stock grants. For a more detailed discussion of stock based compensation see notes (1) Summary of Significant Accounting Policieson page 77 of BankUniteds Annual Report on Form 10-K for the year ended September 30,
2006, and (9) Stock-Based Compensationof this report.



Accounting Pronouncements Issued and Not Yet Adopted



See Note(2) Impact of Certain Accounting Pronouncementsto the accompanying condensed notes to consolidated financial statements.



RESULTS OF OPERATIONS



For the Three Months Ended December 31, 2006 Compared to the Same Period in 2005



General



Net income for the three months ended December 31, 2006 was $27.4 million, up 69.2% from $16.2 million for the same quarter last year. Basic and diluted earnings were $0.75 and $0.71 per share, respectively, for
the quarter, up from $0.53 and $0.50 per share, respectively, for the same quarter last year.



The following table is a condensed version of BankUnited's Consolidated Statement of Operations for the periods presented.



|                           |  |                                          |        |        |   |        |  |   |        |  |       |  
|-------------------------- |  | ---------------------------------------- | ------ | ------ | - | ------ |  | - | ------ |  | ----- | -
|                           |  | For the three monthsended December 31,   |        | Change |  
|                           |  | 2006                                     |        | 2005   |   | $      |  | % |       
|                           |  | (In thousands, except per share amounts) |       
|Net interest income        |  | $                                        | 78,795 |        | $ | 51,313 |  | $ | 27,482 |  | 53.56 | %
|Provision for loan losses  |  |                                          | 4,000  |        |   | 2,300  |  |   | 1,700  |  | 73.91 | %
|Non-interest income        |  |                                          | 11,590 |        |   | 7,672  |  |   | 3,918  |  | 51.07 | %
|Non-interest expense       |  |                                          | 45,047 |        |   | 32,432 |  |   | 12,615 |  | 38.90 | %
|                           |  |                                          |        |        |   |        |  |   |        |  |       |  
|Income before taxes        |  |                                          | 41,338 |        |   | 24,253 |  |   | 17,085 |  | 70.44 | %
|Income taxes               |  |                                          | 13,970 |        |   | 8,078  |  |   | 5,892  |  | 72.94 | %
|                           |  |                                          |        |        |   |        |  |   |        |  |       |  
|Net income                 |  | $                                        | 27,368 |        | $ | 16,175 |  | $ | 11,193 |  | 69.2  | %
|                           |  |                                          |        |        |   |        |  |   |        |  |       |  
|Basic earnings per share   |  | $                                        | 0.75   |        | $ | 0.53   |  | $ | 0.22   |  | 41.51 | %
|Diluted earnings per share |  | $                                        | 0.71   |        | $ | 0.50   |  | $ | 0.21   |  | 42.0  | %



25



---

##### Table of Contents

Analysis of Net Interest Income



Yields Earned and Rates Paid



The following table sets forth certain information relating to the categories of BankUniteds interest-earning assets and interest-bearing
liabilities for the periods indicated. All yield and rate information is calculated on an annualized basis by dividing the income or expense item for the period by the average balances during the period for the appropriate balance sheet item. Net
interest margin is calculated by dividing net interest income by average interest-earning assets. Net interest spread is the difference between the yield earned on average interest earning assets and the rate paid on average interest bearing
liabilities. Non-accrual loans are included for the appropriate periods, whereas recognition of interest on such loans is discontinued and any remaining accrued interest receivable is reversed, in conformity with generally accepted accounting
principles and federal regulations. The yields and net interest margins appearing in the following table have been calculated on a pre-tax basis.



|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|------------------------------------------------------------------- |  | --------------------------------------- | ---------- | - | -------- | - | ---------- |  | ---- | -------------- |  | - | ---------- | - | ---------- | - | ------- |  | ---- | -
|                                                                    |  | For the Three Months Ended December 31, |           
|                                                                    |  | 2006                                    |            |   | 2005     |  
|                                                                    |  | AverageBalance                          |            |   | Interest |   | Yield/Rate |  |      | AverageBalance |  |   | Interest   |   | Yield/Rate |  
|                                                                    |  | (Dollars in thousands)                  |           
|Interest-earning assets:                                            |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Loans receivable, net(1)                                            |  | $                                       | 11,782,295 |   |          | $ | 211,815    |  | 7.18 | %              |  | $ | 8,462,466  |   |            | $ | 121,009 |  | 5.71 | %
|Mortgage-backed securities                                          |  |                                         | 1,195,422  |   |          |   | 13,770     |  | 4.61 | %              |  |   | 1,573,344  |   |            |   | 16,631  |  | 4.23 | %
|Short-term investments(2)                                           |  |                                         | 38,826     |   |          |   | 531        |  | 5.42 | %              |  |   | 32,760     |   |            |   | 297     |  | 3.60 | %
|Investment securities and FHLB stock                                |  |                                         | 561,802    |   |          |   | 7,713      |  | 5.47 | %              |  |   | 479,908    |   |            |   | 5,591   |  | 4.64 | %
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Total interest-earning assets                                       |  |                                         | 13,578,345 |   |          |   | 233,829    |  | 6.88 | %              |  |   | 10,548,478 |   |            |   | 143,528 |  | 5.43 | %
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Interest-bearing liabilities:                                       |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Transaction and money market                                        |  |                                         | 440,775    |   |          |   | 3,289      |  | 2.96 | %              |  |   | 386,872    |   |            |   | 1,787   |  | 1.83 | %
|Savings                                                             |  |                                         | 1,334,736  |   |          |   | 14,792     |  | 4.40 | %              |  |   | 1,199,320  |   |            |   | 9,744   |  | 3.22 | %
|Certificates of deposits                                            |  |                                         | 3,987,584  |   |          |   | 49,638     |  | 4.94 | %              |  |   | 2,931,900  |   |            |   | 27,641  |  | 3.74 | %
|Trust preferred securities and subordinated debentures              |  |                                         | 246,183    |   |          |   | 5,043      |  | 8.19 | %              |  |   | 195,459    |   |            |   | 3,763   |  | 8.54 | %
|Senior notes (3)                                                    |  |                                         | 120,000    |   |          |   | 1,064      |  | 3.55 | %              |  |   | 120,000    |   |            |   | 1,070   |  | 3.57 | %
|FHLB advances and other borrowings                                  |  |                                         | 6,458,770  |   |          |   | 81,208     |  | 4.99 | %              |  |   | 5,057,572  |   |            |   | 48,210  |  | 3.75 | %
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Total interest-bearing liabilities                                  |  | $                                       | 12,588,048 |   |          | $ | 155,034    |  | 4.89 | %              |  | $ | 9,891,123  |   |            | $ | 92,215  |  | 3.70 | %
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Excess of interest-earning assets over interest-bearing liabilities |  | $                                       | 990,297    |   |          |   |            |  |      |                |  | $ | 657,355    |   |            |   |         |  |      |  
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Net interest income                                                 |  |                                         |            |   |          | $ | 78,795     |  |      |                |  |   |            |   |            | $ | 51,313  |  |      |  
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Interest rate spread                                                |  |                                         |            |   |          |   |            |  | 1.99 | %              |  |   |            |   |            |   |         |  | 1.73 | %
|Effect of non-interest bearing sources                              |  |                                         |            |   |          |   |            |  | 0.36 | %              |  |   |            |   |            |   |         |  | 0.23 | %
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Net interest margin                                                 |  |                                         |            |   |          |   |            |  | 2.35 | %              |  |   |            |   |            |   |         |  | 1.96 | %
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  
|Ratio of interest-earning assets to interest-bearing liabilities    |  |                                         | 107.87     | % |          |   |            |  |      |                |  |   | 106.65     | % |            |   |         |  |      |  
|                                                                    |  |                                         |            |   |          |   |            |  |      |                |  |   |            |   |            |   |         |  |      |  

---

Note: The yields and rates along with the
corresponding interest rate spread and net interest margin represent the yields earned and rates paid on BankUniteds interest-earning assets and interest-bearing liabilities, respectively, for the periods presented. Loan yields reflect any
acceleration of premium amortization, or discount accretion resulting from early repayment of loans during the year. The yields are annualized and are not calculated on a tax equivalent basis.

|(1) | Includes average balances of loans held for sale of $265.8 million and $14.1 million for the three months ended December 31, 2006 and 2005, respectively. Interest income
arising from loans held for sale is included in interest on loans and fees in BankUniteds consolidated statement of operations as well as BankUniteds calculations of interest rate spread and net interest margin. Also includes average
non-accruing loans of $35.2 million and $10.0 million for the three months ended December 31, 2006 and 2005, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---

##### Table of Contents

|(2) | Short-term investments include FHLB overnight deposits, federal funds sold, securities purchased under agreements to resell, and certificates of deposit.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Rates on these instruments differ from contractual terms due to the amortization of deferred cost.
|--- | --------------------------------------------------------------------------------------------------



Rate/Volume Analysis



The following table presents, for the periods indicated, the changes in interest income and the changes in interest expense attributable to the changes in
interest rates and the changes in the volume of interest-earning assets and interest-bearing liabilities. Changes attributable to: (i) changes in volume (change in volume multiplied by prior year rate); (ii) changes in rate (change in rate
multiplied by prior year volume); and (iii) changes in rate/volume (change in rate multiplied by change in volume, which were allocated to the changes in rate), were as follows:



|                                                       |  |                                                            |        |   |                          |   |        |   |  |   |        |  
|------------------------------------------------------ |  | ---------------------------------------------------------- | ------ | - | ------------------------ | - | ------ | - |  | - | ------ | -
|                                                       |  | For the Three Month Period EndedDecember 31, 2006 vs. 2005 |       
|                                                       |  | Increase (Decrease)Due to                                  |        |   | TotalIncrease/(Decrease) |  
|                                                       |  | Changes inVolume                                           |        |   | Changesin Rate           |   |       
|                                                       |  | (Dollars in thousands)                                     |       
|Interest income attributable to:                       |  |                                                            |        |   |                          |   |        |   |  |   |        |  
|Loans receivable, net(1)                               |  | $                                                          | 46,688 |   |                          | $ | 44,118 |   |  | $ | 90,806 |  
|Mortgage-backed securities                             |  |                                                            | (3,995 | ) |                          |   | 1,134  |   |  |   | (2,861 | )
|Short-term investments(2)                              |  |                                                            | 55     |   |                          |   | 179    |   |  |   | 234    |  
|Investment securities and FHLB stock                   |  |                                                            | 948    |   |                          |   | 1,174  |   |  |   | 2,122  |  
|                                                       |  |                                                            |        |   |                          |   |        |   |  |   |        |  
|Total interest-earning assets                          |  |                                                            | 43,696 |   |                          |   | 46,605 |   |  |   | 90,301 |  
|                                                       |  |                                                            |        |   |                          |   |        |   |  |   |        |  
|Interest expense attributable to:                      |  |                                                            |        |   |                          |   |        |   |  |   |        |  
|Transaction and money market                           |  |                                                            | 249    |   |                          |   | 1,253  |   |  |   | 1,502  |  
|Savings                                                |  |                                                            | 1,101  |   |                          |   | 3,947  |   |  |   | 5,048  |  
|Certificates of deposit                                |  |                                                            | 9,953  |   |                          |   | 12,044 |   |  |   | 21,997 |  
|Trust Preferred Securities and subordinated debentures |  |                                                            | 1,083  |   |                          |   | (214   | ) |  |   | 869    |  
|Senior notes (3)                                       |  |                                                            |       |   |                          |   | (6     | ) |  |   | (6     | )
|FHLB advances and other borrowings                     |  |                                                            | 13,243 |   |                          |   | 20,166 |   |  |   | 33,409 |  
|                                                       |  |                                                            |        |   |                          |   |        |   |  |   |        |  
|Total interest-bearing liabilities                     |  |                                                            | 25,629 |   |                          |   | 37,190 |   |  |   | 62,819 |  
|                                                       |  |                                                            |        |   |                          |   |        |   |  |   |        |  
|Increase in net interest income                        |  | $                                                          | 18,067 |   |                          | $ | 9,415  |   |  | $ | 27,482 |  
|                                                       |  |                                                            |        |   |                          |   |        |   |  |   |        |  

---

|(1) | Includes interest earned on loans held for sale.
|--- | ------------------------------------------------

|(2) | Short-term investments include FHLB overnight deposits, federal funds sold, securities purchased under agreements to resell, and certificates of deposit.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Rates on these instruments differ from contractual terms due to the amortization of deferred cost.
|--- | --------------------------------------------------------------------------------------------------



Net Interest Income.    Net interest income is the most significant component of our revenues.
Our ability to grow net interest income is dependent on loan demand and our ability to raise deposits and obtain borrowing facilities. Movements in interest rates and pricing pressure from competitors can have a significant impact on our balance
sheet volume and net interest income. BankUnited manages net interest income through its asset and liability management practices.



Net interest income before provision for loan losses was $78.8 million for the quarter ended December 31, 2006. This represents an increase of $27.5
million or 54% over the $51.3 million reported for the same quarter of fiscal 2006. The net interest margin improved in the quarter ended December 31, 2006 to 2.35% from 1.96% for the same quarter of fiscal 2006.



27



---

##### Table of Contents

Interest income on loans includes deferred interest on option ARM loans where periodic payments do not
cover the amount of interest earned contractually and where the uncollected interest is added to the principal balance of the loans. Deferred interest resulting in negative amortization, where the loan balance exceeds the original loan balance,
amounted to $40.6 million for the quarter ended December 31, 2006.



The improvement in net interest income and net interest margin is attributable to the growth in earning assets, the change in earning asset mix, the improved spread between earning assets and interest bearing liabilities, faster repricing
of ARM loans than deposits and the equity capital addition in the quarter ended March 31, 2006.



Average earning assets for quarter ended December 31, 2006 increased by $3.0 billion or 29% from the same quarter in the prior year. Growth was
centered in higher yield average loans that represent 87% of earning assets in the quarter ended December 31, 2006 as compared to 80% in the same quarter of fiscal 2006.



The net interest spread rose to 1.99% for the quarter ended December 31, 2006 from 1.73% for the same quarter in fiscal
2006. The change in net interest income, net interest spread and net interest margin is partly attributable to improvement in the yield on loans, which exceeded the increase cost of interest bearing liabilities and to the growth in earning assets
being totally centered in loans. The overall yield on interest earning assets increased by 145 basis points, while the overall rates paid on interest bearing liabilities increased by 119 basis points, resulting in an improvement in the interest rate
spread of 26 basis points for the quarter ended December 31, 2006 compared to the same period in fiscal 2006. The issuance of $154 million in equity in January 2006, earnings retention and growth in other non-interest bearing sources of funding
contributed 13 basis points of the 39 basis point improvement in the net interest margin.



Other factors affecting the yield improvement on assets include prepayment fees that increased from $2.0 million in the quarter ended December 31, 2005 to $5.9 million in the quarter ended December 31, 2006.



Prepayments on residential mortgage loans reduce loan interest
income as the net deferred cost amortization is accelerated with the prepayment. For the quarter ended December 31, 2006, the constant prepayment rate (CPR) was 15.41% as compared to 22.8% for the quarter ended December 31, 2005. The
slower prepayment rate also contributed to the increase in the net interest margin for the year.



Provision for Loan Losses.    BankUnited records a provision for loan losses as a charge to income in amounts necessary to
adjust the allowance for loan losses as determined by management through its overall review of asset quality. The provision for loan losses of $4.0 million for three months ended December 31, 2006 represents an increase compared to $2.3 million
for the same period in fiscal 2006. The provision reflected the impact of specific reserves on a troubled commercial loan relationship and increases in residential delinquencies and non-performing loans.



Non-performing loans to total loans increased to 0.38% as of
December 31, 2006, compared to 0.11% as of December 31, 2005. The allowance for loan losses as a percentage of total loans increased to 0.34% from 0.32% as of December 31, 2006 compared to September 30, 2006. See Asset
Quality for more information on BankUniteds measure of its asset quality.



28



---

##### Table of Contents

Analysis of Non-Interest Income and Expenses



Non-Interest Income



The following table provides a comparison for each of the categories of non-interest income for the quarters ended December 31, 2006 and 2005.



|                                                               |  |                                     |        |   |      |   |       |        |  |   |       |   |  |       |  
|-------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ---- | - | ----- | ------ |  | - | ----- | - |  | ----- | -
|                                                               |  | For The 3 Months Ended December 31, |        |   |      |   |       |        | 
|                                                               |  | 2006                                |        |   | 2005 |   |       | Change | 
|                                                               |  | (Dollars in thousands)              |       
|Non-interest income:                                           |  |                                     |        |   |      |   |       |        |  |   |       |   |  |       |  
|Loan servicing fees                                            |  | $                                   | 1,947  |   |      | $ | 1,453 |        |  | $ | 494   |   |  | 34.0  | %
|Amortization of mortgage servicing rights                      |  |                                     | (858   | ) |      |   | (886  | )      |  |   | 28    |   |  | 3.2   |  
|Impairment of mortgage servicing rights                        |  |                                     | (832   | ) |      |   |      |        |  |   | (832  | ) |  | (100  | )
|Loan fees                                                      |  |                                     | 1,074  |   |      |   | 709   |        |  |   | 365   |   |  | 51.5  |  
|Deposit fees                                                   |  |                                     | 1,474  |   |      |   | 1,317 |        |  |   | 157   |   |  | 11.9  |  
|Other fees                                                     |  |                                     | 672    |   |      |   | 640   |        |  |   | 32    |   |  | 5.0   |  
|Net gain on sale of investments and mortgage-backed securities |  |                                     | 43     |   |      |   |      |        |  |   | 43    |   |  | 100.0 |  
|Net gain on sale of loans and other assets                     |  |                                     | 5,596  |   |      |   | 1,890 |        |  |   | 3,706 |   |  | 196.1 |  
|Insurance and investment services income                       |  |                                     | 952    |   |      |   | 900   |        |  |   | 52    |   |  | 5.8   |  
|Loss on swaps                                                  |  |                                     | (196   | ) |      |   |      |        |  |   | (196  | ) |  | (100  | )
|Other                                                          |  |                                     | 1,718  |   |      |   | 1,649 |        |  |   | 69    |   |  | 4.2   |  
|                                                               |  |                                     |        |   |      |   |       |        |  |   |       |   |  |       |  
|Total non-interest income                                      |  | $                                   | 11,590 |   |      | $ | 7,672 |        |  | $ | 3,918 |   |  | 51.1  | %
|                                                               |  |                                     |        |   |      |   |       |        |  |   |       |   |  |       |  



Total non-interest
income of $11.6 million for the quarter ended December 31, 2006 was up 51.1% from the quarter ended December 31, 2005.



Net gain on the sale of loans accounted for the majority, or 95%, of the increase. Net gain on the sale of loans of $5.6 million resulted in a $3.7
million increase from the gain reported in the quarter ended December 31, 2005.



Loan servicing fee income, net of amortization and impairment of $257 thousand represented a decrease of $310 thousand from the quarter ended December 31, 2005. The decrease is attributable to an impairment
charge of $832 thousand for the quarter ended December 31, 2006 while no impairment charge was taken in the quarter ended December 31, 2005.



Other categories of non-interest income reflected a combined increase of $522 thousand, or 10%, for the quarter ended December 31, 2006 as compared
to the quarter ended December 31, 2005.



Non-Interest Expense



The following
table provides a comparison for each of the categories of non-interest expense for the quarters ended December 31, 2006 and 2005:



|                                       |  |                                   |        |      |   |        |  |   |        |  |      |  
|-------------------------------------- |  | --------------------------------- | ------ | ---- | - | ------ |  | - | ------ |  | ---- | -
|                                       |  | For The 3 MonthsEndedDecember 31, |        |      |   |        | 
|                                       |  | 2006                              |        | 2005 |   | Change | 
|                                       |  | (Dollars in thousands)            |       
|Non-interest expenses:                 |  |                                   |        |      |   |        |  |   |        |  |      |  
|Employee compensation and benefits     |  | $                                 | 24,286 |      | $ | 16,761 |  | $ | 7,525  |  | 44.9 | %
|Occupancy and equipment                |  |                                   | 8,555  |      |   | 6,943  |  |   | 1,612  |  | 23.2 |  
|Telecommunications and data processing |  |                                   | 2,830  |      |   | 2,125  |  |   | 705    |  | 33.2 |  
|Professional fees                      |  |                                   | 1,775  |      |   | 1,398  |  |   | 377    |  | 27.0 |  
|Advertising and promotion expense      |  |                                   | 1,617  |      |   | 1,496  |  |   | 121    |  | 8.1  |  
|Other operating expenses               |  |                                   | 5,984  |      |   | 3,709  |  |   | 2,275  |  | 61.3 |  
|                                       |  |                                   |        |      |   |        |  |   |        |  |      |  
|Total non-interest expenses            |  | $                                 | 45,047 |      | $ | 32,432 |  | $ | 12,615 |  | 38.9 | %
|                                       |  |                                   |        |      |   |        |  |   |        |  |      |  



29



---

##### Table of Contents

Non-interest expense for the quarter ended December 31 2006, increased by $12.6 million, or 38.9%,
from the same quarter of fiscal 2006. This increase reflects the companys continued expansion of its mortgage origination, branch network, and operations support. The increase in compensation expense was affected by lower deferred
personnel origination costs due to reduced loan production, down 6.7% from the quarter ended December 31, 2006 as compared to the quarter ended December 31, 2005.



LIQUIDITY



BankUniteds objective in managing liquidity is to maintain sufficient resources of available liquid assets to address both short and long-term
business funding needs such as loan demand, investment purchases, deposit fluctuations, and debt service requirements. In doing so, BankUnited maintains an overall liquidity position that has an aggregate amount of readily accessible and marketable
assets, cash flow and borrowing capacity to meet unexpected deposit outflows and/or increases in loan demand. Cash levels may vary but are maintained at levels required by regulation and necessary to meet the projected anticipated needs for business
operations. BankUnited is not aware of any events, or uncertainties, which may impede liquidity in the short or long-term.



BankUnited, FSB has a borrowing line available at the Federal Home Loan Bank of Atlanta secured by eligible real estate loans. BankUnited has additional
borrowing capacity through securities sold under repurchase agreements with various counterparts. Short-term borrowing facilities are also available through fed funds purchased from other financial institutions.



From time to time, BankUnited utilizes its access to capital markets and may
raise capital through equity or debt offerings. BankUnited has also utilized trust preferred and subordinated debt issuances to provide a source of capital for the Bank. In October 2006, BankUnited raised $50 million through the issuance of trust
preferred securities.



Significant sources and uses of funds



BankUnited assets grew by $240 million during the quarter ended
December 31, 2006 primarily through loan growth of $148 million after sales of loans of $545 million. BankUnited funded its asset and loan growth through deposit growth of $216 million. FHLB advances increased by $615 million while other
borrowings declined by $566 million.



BankUnited assets grew by
$592 million, during the quarter ended December 31, 2005, primarily through loan growth of $849 million after sales of loans of $248 million. BankUnited funded its asset and loan growth through deposit growth of $274 million and FHLB advances
which increased by $250 million.



FINANCIAL CONDITION



Assets



Loans. Net portfolio loans comprise the major earning asset of BankUnited and increased from $11.4 billion at
September 30, 2006 to $11.5 billion at December 31, 2006. Loans are centered in first mortgage residential loans that amount to $9.8 billion, or 85%, of the net portfolio, which grew $134 million, or 1.4%, from September 30,
2006.



30



---

##### Table of Contents

The following table provides a detail of residential loans (excluding premiums and discounts) by state,
including both portfolio loans and loans held for sale, for states with balances representing 4% or more in any individual state.



|                                 |  |                        |       |                 |                         |   |        |   |                 |  |        |  
|-------------------------------- |  | ---------------------- | ----- | --------------- | ----------------------- | - | ------ | - | --------------- |  | ------ | -
|Residential loans by state       |  | As of December 31,2006 |       |                 | As of September 30,2006 |  
|                                 |  | Amount                 |       | Percent ofTotal |                         |   | Amount |   | Percent ofTotal | 
|                                 |  | (Dollars in millions)  |      
|Florida                          |  | $                      | 5,970 |                 | 60.23                   | % |        | $ | 5,998           |  | 62.03  | %
|Illinois                         |  |                        | 610   |                 | 6.15                    |   |        |   | 614             |  | 6.35   |  
|California                       |  |                        | 601   |                 | 6.06                    |   |        |   | 569             |  | 5.88   |  
|Arizona                          |  |                        | 553   |                 | 5.58                    |   |        |   | 491             |  | 5.08   |  
|New Jersey                       |  |                        | 457   |                 | 4.61                    |   |        |   | 395             |  | 4.07   |  
|Virginia                         |  |                        | 433   |                 | 4.37                    |   |        |   | 406             |  | 4.20   |  
|Other (states with less than 4%) |  |                        | 1,289 |                 | 13.00                   |   |        |   | 1,198           |  | 12.39  |  
|                                 |  |                        |       |                 |                         |   |        |   |                 |  |        |  
|Total residential loans          |  | $                      | 9,913 |                 | 100.00                  | % |        | $ | 9,671           |  | 100.00 | %



The following table
provides a detail of total loans (excluding premiums and discounts) by state, including both portfolio loans and loans held for sale, for states with balances representing 3.5% or more in any individual states. Non-residential loans are originated
from the Florida lending offices and are included in the Florida totals.



|                                   |  |                         |        |                  |                          |   |        |   |                  |  |        |  
|---------------------------------- |  | ----------------------- | ------ | ---------------- | ------------------------ | - | ------ | - | ---------------- |  | ------ | -
|Total loans by state               |  | As of December 31, 2006 |        |                  | As of September 30, 2006 |  
|                                   |  | Amount                  |        | Percent of Total |                          |   | Amount |   | Percent of Total | 
|                                   |  | (Dollars in millions)   |       
|Florida                            |  | $                       | 7,548  |                  | 65.64                    | % |        | $ | 7,571            |  | 67.30  | %
|Illinois                           |  |                         | 610    |                  | 5.30                     |   |        |   | 614              |  | 5.46   |  
|California                         |  |                         | 601    |                  | 5.23                     |   |        |   | 569              |  | 5.06   |  
|Arizona                            |  |                         | 553    |                  | 4.81                     |   |        |   | 491              |  | 4.37   |  
|New Jersey                         |  |                         | 457    |                  | 3.97                     |   |        |   | 395              |  | 3.50   |  
|Virginia                           |  |                         | 433    |                  | 3.77                     |   |        |   | 406              |  | 3.61   |  
|Other (states with less than 3.5%) |  |                         | 1,297  |                  | 11.28                    |   |        |   | 1,204            |  | 10.70  |  
|                                   |  |                         |        |                  |                          |   |        |   |                  |  |        |  
|Total loans                        |  | $                       | 11,499 |                  | 100.00                   | % |        | $ | 11,250           |  | 100.00 | %



Commercial real estate
loans amount to $999 million, or 9%, of the net loan portfolio. Commercial real estate loans decreased $11 million, or 1%, from September 30, 2006. Total portfolio loans secured by real estate represent 97% of the portfolio as of December 31,
2006.



Option ARM loans are adjustable-rate mortgages which
provide borrowers flexible payment options and have the potential for negative amortization above the original loan balance. Option ARM loans represented 59.7% and 59.2% of total loans, including loans held for sale, outstanding as of
December 31, 2006 and September 30, 2006, respectively.



As of December 31, 2006, option ARM loans with a balance of $5.6 billion, representing 82% of the option ARM portfolio, had $129.7 million of their principal balances above their original principal balance as a result of negative
amortization. As of September 30, 2006, option ARM loans with a balance of $5.0 billion, representing 75% of the option ARM portfolio, had negative amortization of $89.5 million. These loans are subject to interest rate caps.



As of December 31, 2006, the average balance of an option ARM loan was
$306 thousand and the average loan to value (LTV) ratio based on the initial appraisal of the collateral was 79% without considering purchase mortgage insurance (PMI). Generally, loans produced with LTVs greater than 80% require PMI. As of



31



---

##### Table of Contents

December 31, 2006, the average LTV ratio based on the initial appraisal of the collateral for the option ARM loan portfolio including PMI was 74%. As of
December 31, 2006, the weighted average FICO score for BankUniteds option ARM loans was 710.



See Note(4) Loans Held in Portfolioto the accompanying condensed notes to consolidated financial statements and business section of the 10-K
at September 30, 2006.



Liabilities



Deposits.    Deposits increased by $216 million,
or 3.6%, from $6.1 billion at September 30, 2006 to $6.3 billion at December 31, 2006. Growth was centered in certificates of deposit which grew by $235 million



Securities sold under agreements to repurchase.    Securities sold under agreements to repurchase
(repos) decreased by $742, million or 69.6%, from September 30, 2006 to $324 million at December 31, 2006, as FHLB advances offered more attractive rates for similar maturities.



FHLB advances.    FHLB advances increased by $615 million, or 11.9%, from September 30, 2006
to $5.8 billion at December 31, 2006.



Federal funds
purchased.    As of December 31, 2006, BankUnited had borrowings outstanding for $125 million under credit facilities with other financial institutions to purchase overnight Federal Funds on a short-term basis.



Other borrowings.    As of December
31, 2006, BankUnited had increased other borrowings by $50 million from September 30, 2006 through the issuance of subordinated debentures.



Advance payments by borrowers for taxes and insurance.    Advance payments by borrowers for taxes and insurance decreased by
$58.6 million, or 63.2%, during the quarter to $34.1 million as of December 31, 2006. This decrease reflects tax and insurance payments made by BankUnited on behalf of borrowers during the quarter.



Asset Quality



At December 31, 2006, non-performing assets totaled $45.1 million, as compared to $21.5 million at September 30,
2006. Expressed as a percentage of total assets, non-performing assets were 0.33% as of December 31, 2006 as compared to 0.16% as of September 30, 2006. Changes in the residential real estate markets resulted in an increased level of
non-performing residential loans at December 31, 2006. Based on current trends in our residential loan portfolio, we estimate that the level of non-performing assets may increase to a range from 0.6% to 0.8% in fiscal 2007. While we expect the
level of non-performing assets to increase, we do not anticipate that these ratios will exceed levels that we have experienced in past cyclical downturns in the real estate markets.



Non-performing loans consist of (i) non-accrual loans; (ii) accruing loans more than 90 days contractually past
due as to interest or principal and (iii) loans that have been restructured because of deterioration in the financial condition of the borrower. Generally, BankUnited places loans on non-accrual status when more than 90 days past due. When a
loan is placed on non-accrual status, BankUnited reverses all accrued and uncollected interest.



32



---

##### Table of Contents

The following table sets forth additional information concerning BankUniteds non-performing assets
at December 31, 2006 and September 30, 2006.



|                                                                  |  |                        |        |   |                   |   |        |  
|----------------------------------------------------------------- |  | ---------------------- | ------ | - | ----------------- | - | ------ | -
|                                                                  |  | December 31,2006       |        |   | September 30,2006 |  
|                                                                  |  | (Dollars in thousands) |       
|Non-accrual loans                                                 |  | $                      | 44,732 |   |                   | $ | 20,740 |  
|Loans past due 90 days and still accruing                         |  |                        |       |   |                   |   |       |  
|                                                                  |  |                        |        |   |                   |   |        |  
|Total non-performing loans                                        |  |                        | 44,732 |   |                   |   | 20,740 |  
|Real estate owned                                                 |  |                        | 413    |   |                   |   | 729    |  
|                                                                  |  |                        |        |   |                   |   |        |  
|Total non-performing assets                                       |  | $                      | 45,145 |   |                   | $ | 21,469 |  
|                                                                  |  |                        |        |   |                   |   |        |  
|Allowance for loan losses                                         |  | $                      | 39,192 |   |                   | $ | 36,378 |  
|                                                                  |  |                        |        |   |                   |   |        |  
|Non-performing assets as a percentage of total assets             |  |                        | 0.33   | % |                   |   | 0.16   | %
|Non-performing loans as a percentage of total loans               |  |                        | 0.38   | % |                   |   | 0.18   | %
|Allowance for loan losses as a percentage of total loans          |  |                        | 0.34   | % |                   |   | 0.32   | %
|Allowance for loan losses as a percentage of non-performing loans |  |                        | 87.62  | % |                   |   | 175.40 | %



During the quarter
ended December 31, 2006, BankUnited reduced its exposure on a troubled commercial real estate lending relationship with total loan balances of $17.3 million at September 30, 2006. In December 2006, a $7.0 million loan was sold at a
discount of $1.3 million, which was charged off during the quarter. In January 2007, BankUnited further reduced this exposure by selling al $7.3 million loan at a discount of $1.3 million. Specific impairment reserves were established in the
quarters ended December 31, 2006 and September 30, 2006, respectively, based on the available information. A $3 million non-performing loan remains from this credit relationship which is non-performing and for which a specific impairment
reserve has been established. See note (11) Subsequent Events to notes to Consolidated Financial Statements and Note (19) Subsequent Events to 10-K.



For the quarter ended December 31, 2006, the provision for loan losses totaled $4.0 million compared to $2.3 million for the
quarter ended December 31, 2005. Net charge-offs were $1.2 million, or an annualized rate of 0.04% of average loans. Included in charge-offs is the aforementioned $1.3 million loss on $7.0 million commercial real estate loan.



During the quarter ended December 31, 2006, management performed an
evaluation of delinquency trends in its residential portfolio in addition to normal asset quality analysis and initiated measures to increase collection efforts. Based on its review of portfolio quality, management increased the allowance for loan
losses to a level it believes to be appropriate given the composition of its loan portfolio, which, as of December 31, 2006, was 96.5% secured by real estate.



33



---

##### Table of Contents

The following table sets forth the change in BankUniteds allowance for loan losses for the three
months ended December 31, 2006 and 2005.



|                                                            |  |                            |        |   |                  |   |       
|----------------------------------------------------------- |  | -------------------------- | ------ | - | ---------------- | - | ------
|                                                            |  | For the Three Months Ended
|                                                            |  | December 31,2006           |        |   | December 31,2005
|                                                            |  | (In thousands)            
|Allowance for loan losses, balance (at beginning of period) |  | $                          | 36,378 |   |                  | $ | 25,755
|Provisions for loan losses                                  |  |                            | 4,000  |   |                  |   | 2,300 
|Loans charged off:                                          |  |                            |        |   |                  |   |       
|One-to-four family residential                              |  |                            | (34    | ) |                  |   |      
|Construction and land                                       |  |                            | (1,330 | ) |                  |   |      
|Commercial                                                  |  |                            | (31    | ) |                  |   |      
|                                                            |  |                            |        |   |                  |   |       
|Total loans charged off(1)                                  |  |                            | (1,395 | ) |                  |   |      
|                                                            |  |                            |        |   |                  |   |       
|Recoveries:                                                 |  |                            |        |   |                  |   |       
|One-to-four family residential                              |  |                            | 34     |   |                  |   |      
|Commercial                                                  |  |                            | 171    |   |                  |   | 590   
|Consumer                                                    |  |                            | 4      |   |                  |   | 1     
|                                                            |  |                            |        |   |                  |   |       
|Total recoveries(1)                                         |  |                            | 209    |   |                  |   | 591   
|                                                            |  |                            |        |   |                  |   |       
|Allowance for loan losses, balance (at end of period)       |  | $                          | 39,192 |   |                  | $ | 28,646
|                                                            |  |                            |        |   |                  |   |       

---

|(1) | Net annualized charge-offs (recoveries) as a percentage of average total loans were 0.04% and (0.03%) for three months ended December 31, 2006 and 2005, respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



There can be no assurance that additional
provisions for loan losses will not be required in future periods.



The following table sets forth BankUniteds allocation of the allowance for loan losses by category as of December 31, 2006 and September 30, 2006.



|                                                |  |                   |        |                   |   |       
|----------------------------------------------- |  | ----------------- | ------ | ----------------- | - | ------
|                                                |  | December 31, 2006 |        | September 30,2006
|                                                |  | (In thousands)   
|Balance at the end of the period applicable to: |  |                   |        |                   |   |       
|One-to-four family residential                  |  | $                 | 12,324 |                   | $ | 9,558 
|Home equity loans and lines of credit           |  |                   | 4,252  |                   |   | 3,971 
|Multi-family                                    |  |                   | 709    |                   |   | 684   
|Commercial real estate                          |  |                   | 5,795  |                   |   | 6,316 
|Construction and land                           |  |                   | 3,829  |                   |   | 4,092 
|Commercial                                      |  |                   | 6,966  |                   |   | 7,613 
|Consumer                                        |  |                   | 853    |                   |   | 785   
|Unallocated                                     |  |                   | 4,464  |                   |   | 3,359 
|                                                |  |                   |        |                   |   |       
|Total allowance for loan losses                 |  | $                 | 39,192 |                   | $ | 36,378
|                                                |  |                   |        |                   |   |       



|Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------



The discussion contained in BankUniteds Annual Report on Form 10-K for the year ended September 30, 2006, under Item 7a,
Quantitative and Qualitative Disclosures about Market Risk, provides detailed quantitative and qualitative disclosures about market risk and should be referenced for information thereon.



Risks Associated with Changing Interest
Rates.    As a financial intermediary, BankUnited invests in various types of interest-earning assets (primarily loans, mortgage-backed securities, and investment securities), which



34



---

##### Table of Contents

are funded largely by interest-bearing liabilities (primarily deposits, FHLB advances, securities sold under agreements to repurchase, senior notes, and
trust preferred securities and subordinated debentures). Such financial instruments have varying levels of sensitivity to changes in market interest rates, which creates interest rate risk for BankUnited. Accordingly, BankUniteds net interest
income, the most significant component of its net income, is subject to substantial volatility due to changes in interest rates or market yield curves, particularly if there are differences, or gaps, in the re-pricing frequencies of its
interest-earning assets and the interest-bearing liabilities which fund them. BankUnited monitors such interest rate gaps and seeks to manage its interest rate risk by adjusting the re-pricing frequencies of its interest-earning assets and
interest-bearing liabilities. Additionally, BankUnited utilizes derivative financial instruments designed to reduce the interest rate risks associated with its interest-earning assets and interest-bearing liabilities. Based on our current
asset/liability model, a moderate or slow rise in interest rates over the next year is not expected to have a significant negative effect on interest rate margin.



Risks Associated with Investments and Mortgage-Backed Securities.    BankUnited purchases fixed
and adjustable rate mortgage-backed securities and other securities for liquidity, yield and risk management purposes. Changes in market interest rates associated with BankUniteds investments and mortgage-backed securities could have a
material adverse effect on BankUniteds carrying value of its securities. Temporary changes in the carrying value of mortgage-backed securities and other securities classified as available-for-sale are reflected, net of taxes, as a component of
stockholders equity, while other than temporary impairment charges, if any, are recorded in earnings. See Note 3 to the accompanying condensed notes to consolidated financial statements.



Derivative and Hedging Activities.    BankUnited
uses derivative instruments as part of its interest rate risk management activities to reduce risks associated with its loan origination and borrowing activities. Derivatives used for interest rate risk management include various interest rate swaps
and caps, and other derivatives that relate to the pricing of specific on-balance sheet instruments and forecasted transactions. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities
(SFAS 133), we recognize all derivatives as either assets or liabilities on the consolidated balance sheet and report them at fair value with realized and unrealized gains and losses included in either earnings or in other comprehensive
income, depending on the purpose for which the derivative is held and whether the derivative qualifies for hedge accounting.



By using derivative instruments, BankUnited is exposed to credit and market risk. Credit risk, which is the risk that a counterparty to a derivative
instrument will fail to perform, is equal to the extent of the fair value gain in a derivative. Credit risk is created when the fair value of a derivative contract is positive, since this generally indicates that the counterparty owes us. When the
fair value of a derivative is negative, no credit risk exists since BankUnited would owe the counterparty. BankUnited minimizes the credit risk in derivative instruments by entering into transactions with high-quality counterparties as evaluated by
management. Market risk is the adverse effect on the value of a financial instrument from a change in interest rates or implied volatility of rates. We manage the market risk associated with interest rate contracts by establishing and monitoring
limits as to the types and degree of risk that may be undertaken. The market risk associated with derivatives used for interest rate risk management activity is fully incorporated into our market risk sensitivity analysis.



35



---

##### Table of Contents

|Item 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



An evaluation of the effectiveness of the design and operation of BankUniteds disclosure controls and procedures was carried out by BankUnited, as
of the end of the period covered by this report, under the supervision and with the participation of BankUniteds management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that BankUniteds disclosure controls and procedures were effective as of December 31, 2006, and provides reasonable assurance that the information required to be disclosed by BankUnited in
reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and that such information is accumulated and communicated to management to
allow timely decisions regarding required disclosures. BankUnited may make changes to its disclosure controls and procedures periodically, as management reviews the design and effectiveness on a continuing basis. No change in internal control over
financial reporting occurred during the quarter ended December 31, 2006, that has materially affected, or is likely to materially affect, such internal control over financial reporting. A controls system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected



36



---

##### Table of Contents

PART IIOTHER INFORMATION



|Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



|                                          |  |                                          |  |                                     |       |                                                                                        |         |                                                                                                                   |           |    
|----------------------------------------- |  | ---------------------------------------- |  | ----------------------------------- | ----- | -------------------------------------------------------------------------------------- | ------- | ----------------------------------------------------------------------------------------------------------------- | --------- | ---
|ISSUER PURCHASES OF EQUITY
SECURITIES (a) | 
|Period                                    |  | TotalNumber of Shares(or Units)Purchased |  | AveragePrice Paidper Share(or Unit) |       | Total Number ofShares (or Units)Purchased as Partof
PubliclyAnnouncedPlans or Programs |         | Maximum Number(or ApproximateDollar Value) ofShares (or Units) thatMay Yet BePurchased
Underthe Plans or Programs |          
|11/1/2006 to 11/30/2006                   |  | 100,000                                  |  | $                                   | 25.46 |                                                                                        | 522,700 |                                                                                                                   | 2,477,300 |    
|12/1/2006 to 12/31/2006                   |  | 30,000                                   |  | $                                   | 25.10 |                                                                                        | 552,700 |                                                                                                                   | 2,447,300 | (b)
|Total                                     |  | 130,000                                  |  | $                                   | 25.38 |                                                                                        |         |                                                                                                                   |           |    



|a. | On October 24, 2002, the Board of Directors approved repurchase of up to 1,000,000 shares of Class A Common Stock. On October 26, 2006 the Board of Directors
increased the authorized repurchase to 3,000,000 shares. This plan does not have an expiration date.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b. | On January 23, 2007, the Board of Directors increased the authorized repurchase to 3,600,000 shares of which, 552,700 have been repurchased, leaving a balance of 3,047,300
shares.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------



At the annual meeting of stockholders of the registrant held on January 23, 2007, the stockholders voted on the election of three directors to Class
II of the registrants Board of Directors, the election of one director to Class III of the registrants Board of Directors, the approval of the BankUnited Financial Corporation 2007 Stock Award and Incentive Plan, and the approval of an
amendment to the registrants Articles of Incorporation to increase the number of authorized shares of Class A Common Stock to 100,000,000 shares from 60,000,000 shares.



The stockholders voted to elect the Class II nominees for directors as follows:



|              |  |           |  |               
|------------- |  | --------- |  | --------------
|              |  | Votes For |  | Votes Withheld
|Lawrence Blum |  | 5,862,712 |  | 210,256       
|Lauren Camner |  | 5,604,914 |  | 468,055       
|Bradley Weiss |  | 6,013,755 |  | 59,214        



The stockholders voted
to elect the Class III nominees for directors as follows:



|                 |  |           |  |               
|---------------- |  | --------- |  | --------------
|                 |  | Votes For |  | Votes Withheld
|Dr. Albert Smith |  | 6,000,599 |  | 72,360        



The stockholders voted
to approve the BankUnited Financial Corporation 2007 Stock Award and Incentive Plan as follows:



|          |  |               |  |                 
|--------- |  | ------------- |  | ----------------
|Votes For |  | Votes Against |  | Votes Abstaining
|3,621,161 |  | 2,031,323     |  | 1,979           



The stockholders voted
to approve the amendment to the registrants Articles of Incorporation as follows:



|          |  |               |  |                 
|--------- |  | ------------- |  | ----------------
|Votes For |  | Votes Against |  | Votes Abstaining
|5,665,977 |  | 404,102       |  | 2,890           



37



---

##### Table of Contents

|Item 6. | EXHIBITS
|------- | --------

| | 
| | 

(a)    Exhibits.



|     |  |                                                                                                                                                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Articles of Incorporation of BankUnited Financial Corporation, as amended on January 23, 2007.                                                                                     
|     | 
|10.1 |  | Amendment to Employment Agreement between the Bank and James R. Foster.*                                                                                                           
|     | 
|10.2 |  | Amendment to Employment Agreement between BankUnited and James R. Foster.*                                                                                                         
|     | 
|10.3 |  | 2007 Stock Award and Incentive Plan.*                                                                                                                                              
|     | 
|31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302, of the Sarbanes-Oxley Act of 2002.                                                                           
|     | 
|31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302, of the Sarbanes-Oxley Act of 2002.                                                                           
|     | 
|32   |  | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

---

|* | Compensatory plans or arrangements.
|- | -----------------------------------



38



---

##### Table of Contents

SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned
thereunto duly authorized.



BANKUNITED FINANCIAL CORPORATIONBy:

/s/ Humberto L. LopezHumberto L. Lopez Senior Executive Vice President and Chief Financial Officer




Date: February 7, 2007



By:

/s/ Bernardo M. ArgudinBernardo M. Argudin Executive Vice President and Principal Accounting Officer




39



---

##### Table of Contents

Exhibit Index



|            |  |                                                                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                        
|3.1         |  | Articles of Incorporation of BankUnited Financial Corporation, as amended on January 23, 2007.                                                                                     
|            | 
|10.1        |  | Amendment to Employment Agreement between the Bank and James R. Foster.                                                                                                            
|            | 
|10.2        |  | Amendment to Employment Agreement between BankUnited and James R. Foster.                                                                                                          
|            | 
|10.3        |  | 2007 Stock Award and Incentive Plan.                                                                                                                                               
|            | 
|31.1        |  | Certification of the Chief Executive Officer pursuant to Section 302, of the Sarbanes-Oxley Act of 2002.                                                                           
|            | 
|31.2        |  | Certification of the Chief Financial Officer pursuant to Section 302, of the Sarbanes-Oxley Act of 2002.                                                                           
|            | 
|32          |  | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



40