##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




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Form 10-Q

|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended June 30,
    2003                                            
|          
|or        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-13921



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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 þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes þ          No o

The number of shares outstanding of the
registrants common stock at the close of business on
August 5, 2003 was 29,068,411 shares of Class A Common
Stock, $.01 par value, and 536,562 shares of Class B Common
Stock, $.01 par value.

This Form 10-Q contains 39 pages.

The Index to Exhibits appears on page 39.



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TABLE OF CONTENTS



|                                                                                                                  |                                                                    |                                                      |  |  |  |  |  | 
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------------------------- |  |  |  |  |  | 
|                                                                                                                  |                                                                    | CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION      
|                                                                                                                  |                                                                    | CONSOLIDATED STATEMENTS OF OPERATIONS               
|                                                                                                                  |                                                                    | CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY     
|                                                                                                                  |                                                                    | CONSOLIDATED STATEMENTS OF CASH FLOWS               
|                                                                                                                  |                                                                    | CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                                                                                                  | Item 3. Quantitative and Qualitative Disclosures About Market Risk
|                                                                                                                  | Item 4. Controls and Procedures                                   
|PART II -- OTHER INFORMATION                                                                                     
|                                                                                                                  | Item 6. Exhibits and Reports on Form 8-K                          
|BANKUNITED FINANCIAL CORPORATION AND SUBSIDIARIES FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2003 INDEX TO EXHIBITS
|EX-10.1 Change in Control Agreement - Garcia                                                                     
|EX-10.2 Change in Control Agreement - Iglesias                                                                   
|EX-10.3 Amendment to Employment Agree. - Camner                                                                  
|EX-10.4 Amendment to Employment Agree. - Camner                                                                  
|EX-31.1 Certification of CEO - Section 302                                                                       
|EX-31.2 Certification of CFO - Section 302                                                                       
|EX-32 Certification of CEO & CFO - Section 906                                                                   



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES

FORM 10-Q REPORT FOR THE QUARTER ENDED
JUNE 30, 2003


TABLE OF CONTENTS

|                                   |          |  |  |                                                                                                                               |  |  |    | 
|---------------------------------- | -------- |  |  | ----------------------------------------------------------------------------------------------------------------------------- |  |  | -- | 
|                                   |          |  |  | Page No.                                                                                                                     
|                                   |          |  |  |                                                                                                                              
|PART I  FINANCIAL
    INFORMATION
|                                   | Item  1. |  |  | Financial Statements                                                                                                          |  |  |    | 
|                                   |          |  |  | Consolidated Statements of Financial Condition
    (unaudited) as of June 30, 2003 and September 30, 2002                     |  |  | 2  | 
|                                   |          |  |  | Consolidated Statements of Operations
    (unaudited) for the Three and Nine Months Ended
    June 30, 2003 and June 30, 2002 |  |  | 3  | 
|                                   |          |  |  | Consolidated Statements of Stockholders
    Equity (unaudited) for the Nine Months Ended June 30,
    2003 and June 30, 2002 |  |  | 4  | 
|                                   |          |  |  | Consolidated Statements of Cash Flows
    (unaudited) for the Nine Months Ended June 30, 2003
    and June 30, 2002           |  |  | 5  | 
|                                   |          |  |  | Condensed Notes to Consolidated Financial
    Statements (unaudited)                                                          |  |  | 6  | 
|                                   | Item  2. |  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations                                     |  |  | 18 | 
|                                   | Item  3. |  |  | Quantitative and Qualitative Disclosures About
    Market Risk                                                                |  |  | 35 | 
|                                   | Item  4. |  |  | Controls and Procedures                                                                                                       |  |  | 36 | 
|PART II  OTHER
    INFORMATION   
|                                   | Item  6. |  |  | Exhibits and Reports on Form 8-K                                                                                              |  |  | 37 | 

1



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES






CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION


|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |           |           | 
|------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | - | ------------- | --------- |  | - | --------- | --------- | 
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       | June 30,                                   |   | September 30,
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       | 2003                                       |   | 2002         
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |              
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                           
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       | (Dollars in thousands, except             
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       | share data)                               
|ASSETS:                                    
|                                            | Cash                                                                                                                                                                                                                                                                                                                                                                                  |                                            | $ | 32,806        |           |  | $ | 48,609    |          
|                                            | Federal Home Loan Bank overnight deposits                                                                                                                                                                                                                                                                                                                                             |                                            |   | 25,215        |           |  |   | 419,946   |          
|                                            | Federal funds sold and securities purchased under
    agreements to resell                                                                                                                                                                                                                                                                                                            |                                            |   | 11,998        |           |  |   | 3,735     |          
|                                            | Investments available for sale, at fair value                                                                                                                                                                                                                                                                                                                                         |                                            |   | 289,132       |           |  |   | 171,585   |          
|                                            | Mortgage-backed securities available for sale, at
    fair value                                                                                                                                                                                                                                                                                                                      |                                            |   | 2,126,425     |           |  |   | 1,136,634 |          
|                                            | Loans receivable, net (allowance for loan losses
    of $22,441 and $20,293 as of June 30, 2003 and
    September 30, 2002, respectively)                                                                                                                                                                                                                                             |                                            |   | 3,808,586     |           |  |   | 3,713,365 |          
|                                            | Mortgage loans held for sale (fair value of
    approximately $312,719 and $284,239 at June 30, 2003 and
    September 30, 2002, respectively)                                                                                                                                                                                                                                        |                                            |   | 308,463       |           |  |   | 278,759   |          
|                                            | Other earning assets                                                                                                                                                                                                                                                                                                                                                                  |                                            |   | 116,373       |           |  |   | 90,724    |          
|                                            | Office properties and equipment, net                                                                                                                                                                                                                                                                                                                                                  |                                            |   | 18,171        |           |  |   | 17,744    |          
|                                            | Real estate owned                                                                                                                                                                                                                                                                                                                                                                     |                                            |   | 5,100         |           |  |   | 3,003     |          
|                                            | Accrued interest receivable                                                                                                                                                                                                                                                                                                                                                           |                                            |   | 29,920        |           |  |   | 28,861    |          
|                                            | Mortgage servicing rights                                                                                                                                                                                                                                                                                                                                                             |                                            |   | 10,825        |           |  |   | 6,746     |          
|                                            | Goodwill                                                                                                                                                                                                                                                                                                                                                                              |                                            |   | 28,353        |           |  |   | 28,353    |          
|                                            | Bank-owned life insurance                                                                                                                                                                                                                                                                                                                                                             |                                            |   | 83,074        |           |  |   | 53,180    |          
|                                            | Receivable for securities sold pending settlement                                                                                                                                                                                                                                                                                                                                     |                                            |   | 58,501        |           |  |   |          |          
|                                            | Prepaid expenses and other assets                                                                                                                                                                                                                                                                                                                                                     |                                            |   | 27,250        |           |  |   | 27,304    |          
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       | Total assets                               |   | $             | 6,980,192 |  |   | $         | 6,028,548 | 
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|LIABILITIES AND STOCKHOLDERS
    EQUITY:  
|LIABILITIES:                                |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|                                            | Deposits                                                                                                                                                                                                                                                                                                                                                                              |                                            | $ | 3,158,419     |           |  | $ | 2,976,171 |          
|                                            | Securities sold under agreements to repurchase                                                                                                                                                                                                                                                                                                                                        |                                            |   | 363,537       |           |  |   | 355,042   |          
|                                            | Advances from Federal Home Loan Bank                                                                                                                                                                                                                                                                                                                                                  |                                            |   | 2,319,247     |           |  |   | 1,806,089 |          
|                                            | Senior notes                                                                                                                                                                                                                                                                                                                                                                          |                                            |   | 200,000       |           |  |   | 200,000   |          
|                                            | Trust preferred securities and junior
    subordinated deferrable interest debentures                                                                                                                                                                                                                                                                                                 |                                            |   | 161,684       |           |  |   | 253,761   |          
|                                            | Interest payable                                                                                                                                                                                                                                                                                                                                                                      |                                            |   | 17,063        |           |  |   | 13,938    |          
|                                            | Advance payments by borrowers for taxes and
    insurance                                                                                                                                                                                                                                                                                                                             |                                            |   | 34,062        |           |  |   | 40,593    |          
|                                            | Liability for securities purchased pending
    settlement                                                                                                                                                                                                                                                                                                                             |                                            |   | 247,313       |           |  |   |          |          
|                                            | Accrued expenses and other liabilities                                                                                                                                                                                                                                                                                                                                                |                                            |   | 33,372        |           |  |   | 37,805    |          
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       | Total liabilities                          |   |               | 6,534,697 |  |   |           | 5,683,399 | 
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|Commitments and Contingencies (See note 10) |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|STOCKHOLDERS EQUITY:                       |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|                                            | Preferred Stock, Authorized
    shares  10,000,000. Issued
    shares  Noncumulative Convertible Preferred
    Stock, Series B  724,007 and 574,007 at
    June 30, 2003 and September 30, 2002, respectively;
    Outstanding shares  Noncumulative Convertible
    Preferred Stock Series B  697,287 and
    547,287 at June 30, 2003 and September 30, 2002,
    respectively |                                            |   | 7             |           |  |   | 6         |          
|                                            | Class A Common Stock, $0.01 par value.
    Authorized shares  60,000,000. Issued
    shares  29,389,882 and 25,008,515 at
    June 30, 2003 and September 30, 2002, respectively.
    Outstanding shares  29,056,882 and 24,675,515 at
    June 30, 2003 and September 30, 2002, respectively                                                                                      |                                            |   | 294           |           |  |   | 250       |          
|                                            | Class B Common Stock, $0.01 par value.
    Authorized shares  3,000,000. Issued
    shares  580,262 and 536,562, at June 30,
    2003 and September 30, 2002, respectively. Outstanding
    shares  536,562 at June 30, 2003 and
    September 30, 2002                                                                                                                            |                                            |   | 6             |           |  |   | 5         |          
|                                            | Additional paid-in capital                                                                                                                                                                                                                                                                                                                                                            |                                            |   | 326,150       |           |  |   | 253,511   |          
|                                            | Retained earnings                                                                                                                                                                                                                                                                                                                                                                     |                                            |   | 105,348       |           |  |   | 77,566    |          
|                                            | Common Treasury Stock  376,700
    and 333,000 shares at June 30, 2003 and September 30,
    2002, respectively                                                                                                                                                                                                                                                                      |                                            |   | (3,279        | )         |  |   | (2,794    | )        
|                                            | Preferred Treasury Stock  26,720
    shares                                                                                                                                                                                                                                                                                                                                          |                                            |   | (528          | )         |  |   | (528      | )        
|                                            | Deferred compensation and option shares                                                                                                                                                                                                                                                                                                                                               |                                            |   | 697           |           |  |   | 528       |          
|                                            | Accumulated other comprehensive income                                                                                                                                                                                                                                                                                                                                                |                                            |   | 16,800        |           |  |   | 16,605    |          
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       | Total stockholders equity                 |   |               | 445,495   |  |   |           | 345,149   | 
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       | Total liabilities and stockholders equity |   | $             | 6,980,192 |  |   | $         | 6,028,548 | 
|                                            |                                                                                                                                                                                                                                                                                                                                                                                       |                                            |   |               |           |  |   |          

See accompanying condensed notes to consolidated
financial statements

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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES






CONSOLIDATED STATEMENTS OF
OPERATIONS


|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |         |        |         | 
|--------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------ | --------------------------- | -------------- | ----- | ------ | ----- | ------ | ----- | ------ | ------ | ------- | ------ | ------- | ------ | ------- | ------ | ------- | 
|                                                          |                                                                                       |                                      |                             |               
|                                                          |                                                                                       | For the Three                        |                             | For the Nine  
|                                                          |                                                                                       | Months                               |                             | Months        
|                                                          |                                                                                       | Ended June 30,                       |                             | Ended June 30,
|                                                          |                                                                                       |                                      |                             |               
|                                                          |                                                                                       | 2003                                 |                             | 2002           |       | 2003   |       | 2002  
|                                                          |                                                                                       |                                      |                             |                |       |        |       |       
|                                                          |                                                                                       |                                     
|                                                          |                                                                                       | (Dollars and shares                 
|                                                          |                                                                                       | in thousands, except per share data)
|Interest income:                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          | Interest and fees on loans                                                            |                                      | $                           | 56,699         |       |        | $     | 61,959 |       |        | $      | 176,333 |        |         | $      | 192,207 |       
|                                                          | Interest on mortgage-backed securities                                                |                                      |                             | 17,796         |       |        |       | 16,796 |       |        |        | 50,763  |        |         |        | 45,429  |       
|                                                          | Interest on short-term investments                                                    |                                      |                             | 113            |       |        |       | 169    |       |        |        | 340     |        |         |        | 483     |       
|                                                          | Interest and dividends on long-term investments
    and other interest-earning assets |                                      |                             | 3,922          |       |        |       | 2,762  |       |        |        | 10,644  |        |         |        | 8,605   |       
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          |                                                                                       |                                      | Total interest income       |                |       | 78,530 |       |        |       | 81,686 |        |         |        | 238,080 |        |         |        | 246,724 | 
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|Interest expense:                                         |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          | Interest on deposits                                                                  |                                      |                             | 19,715         |       |        |       | 25,839 |       |        |        | 63,471  |        |         |        | 80,642  |       
|                                                          | Interest on borrowings                                                                |                                      |                             | 25,535         |       |        |       | 22,990 |       |        |        | 73,421  |        |         |        | 69,356  |       
|                                                          | Preferred dividends of subsidiary trusts                                              |                                      |                             | 4,922          |       |        |       | 4,879  |       |        |        | 15,057  |        |         |        | 14,753  |       
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          |                                                                                       |                                      | Total interest expense      |                |       | 50,172 |       |        |       | 53,708 |        |         |        | 151,949 |        |         |        | 164,751 | 
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          | Net interest income before provision for loan
    losses                              |                                      |                             | 28,358         |       |        |       | 27,978 |       |        |        | 86,131  |        |         |        | 81,973  |       
|Provision for loan losses                                 |                                                                                       |                                      | 1,375                       |                |       |        | 1,900 |        |       |        | 3,925  |         |        |         | 7,300  |        
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          | Net interest income after provision for loan
    losses                               |                                      |                             | 26,983         |       |        |       | 26,078 |       |        |        | 82,206  |        |         |        | 74,673  |       
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|Non-interest income:                                      |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          | Loan servicing fees, net of amortization                                              |                                      |                             | (1,346         | )     |        |       | (632   | )     |        |        | (3,228  | )      |         |        | (1,616  | )     
|                                                          | Loan fees                                                                             |                                      |                             | 1,372          |       |        |       | 847    |       |        |        | 3,562   |        |         |        | 2,887   |       
|                                                          | Deposit fees                                                                          |                                      |                             | 1,017          |       |        |       | 843    |       |        |        | 3,037   |        |         |        | 2,479   |       
|                                                          | Other fees                                                                            |                                      |                             | 410            |       |        |       | 287    |       |        |        | 1,014   |        |         |        | 726     |       
|                                                          | Insurance and investment services income                                              |                                      |                             | 771            |       |        |       | 844    |       |        |        | 2,091   |        |         |        | 3,024   |       
|                                                          | Net gain (loss) on sale of investments and
    mortgage-backed securities             |                                      |                             | 4,085          |       |        |       | (295   | )     |        |        | 4,840   |        |         |        | 587     |       
|                                                          | Net gain on sale of loans and other assets                                            |                                      |                             | 2,555          |       |        |       | 1,442  |       |        |        | 6,323   |        |         |        | 2,954   |       
|                                                          | Other                                                                                 |                                      |                             | 1,158          |       |        |       | 951    |       |        |        | 4,180   |        |         |        | 2,171   |       
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          |                                                                                       |                                      | Total non-interest income   |                |       | 10,022 |       |        |       | 4,287  |        |         |        | 21,819  |        |         |        | 13,212  | 
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|Non-interest expenses:                                    |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          | Employee compensation and benefits                                                    |                                      |                             | 9,569          |       |        |       | 7,891  |       |        |        | 27,938  |        |         |        | 22,304  |       
|                                                          | Occupancy and equipment                                                               |                                      |                             | 3,172          |       |        |       | 2,863  |       |        |        | 9,125   |        |         |        | 8,179   |       
|                                                          | Telecommunications and data processing                                                |                                      |                             | 1,310          |       |        |       | 1,106  |       |        |        | 3,729   |        |         |        | 3,267   |       
|                                                          | Advertising and promotion expense                                                     |                                      |                             | 1,021          |       |        |       | 1,256  |       |        |        | 3,464   |        |         |        | 4,536   |       
|                                                          | Professional fees  legal and accounting                                              |                                      |                             | 864            |       |        |       | 1,851  |       |        |        | 3,211   |        |         |        | 4,107   |       
|                                                          | Loan closing fees                                                                     |                                      |                             | 827            |       |        |       | 705    |       |        |        | 2,362   |        |         |        | 1,927   |       
|                                                          | Loan servicing expense                                                                |                                      |                             | 277            |       |        |       | 652    |       |        |        | 1,124   |        |         |        | 2,384   |       
|                                                          | Postage and courier                                                                   |                                      |                             | 394            |       |        |       | 306    |       |        |        | 1,059   |        |         |        | 875     |       
|                                                          | Insurance                                                                             |                                      |                             | 304            |       |        |       | 261    |       |        |        | 873     |        |         |        | 778     |       
|                                                          | Other operating expenses                                                              |                                      |                             | 4,940          |       |        |       | 1,204  |       |        |        | 9,339   |        |         |        | 4,530   |       
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          |                                                                                       |                                      | Total non-interest expenses |                |       | 22,678 |       |        |       | 18,095 |        |         |        | 62,224  |        |         |        | 52,887  | 
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          | Income before income taxes                                                            |                                      |                             | 14,327         |       |        |       | 12,270 |       |        |        | 41,801  |        |         |        | 34,998  |       
|Provision for income taxes                                |                                                                                       |                                      | 4,700                       |                |       |        | 4,429 |        |       |        | 13,782 |         |        |         | 12,755 |        
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          |                                                                                       | Net income                           |                             | $              | 9,627 |        |       | $      | 7,841 |        |        | $       | 28,019 |         |        | $       | 22,243 |        
|                                                          |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|Earnings Per Share:                                       |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          |                                                                                       | Basic earnings per share             |                             | $              | 0.35  |        |       | $      | 0.31  |        |        | $       | 1.07   |         |        | $       | 0.88   |        
|                                                          |                                                                                       | Diluted earnings per share           |                             | $              | 0.33  |        |       | $      | 0.29  |        |        | $       | 0.99   |         |        | $       | 0.83   |        
|Weighted average number of common shares
    outstanding: |                                                                                       |                                      |                             |                |       |        |       |        |       |        |        |         |        |         |        |        
|                                                          | Basic                                                                                 |                                      |                             | 27,124         |       |        |       | 25,125 |       |        |        | 25,973  |        |         |        | 25,129  |       
|                                                          | Diluted                                                                               |                                      |                             | 29,438         |       |        |       | 27,176 |       |        |        | 28,197  |        |         |        | 26,954  |       

See accompanying condensed notes to consolidated
financial statements

3



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES






CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY


|                                                       |  |                                                  |   |               |  |         |     |          |  |          |         |              |  |            |         |               |  |   |        |   |  |   |     |  |  |   |        |  |  |   |         |  
|------------------------------------------------------ |  | ------------------------------------------------ | - | ------------- |  | ------- | --- | -------- |  | -------- | ------- | ------------ |  | ---------- | ------- | ------------- |  | - | ------ | - |  | - | --- |  |  | - | ------ |  |  | - | ------- | -
|                                                       |  |                                                 
|                                                       |  | For the Nine Months Ended June 30, 2003 and 2002
|                                                       |  |                                                 
|                                                       |  |                                                  |   | Accumulated   |  |        
|                                                       |  |                                                  |   | Other         |  |        
|                                                       |  |                                                  |   | Comprehensive |  | Total  
|                                                       |  | Preferred                                        |   | Common        |  | Paid-in |     | Retained |  | Treasury |         | Deferred     |  | Income     |         | Stockholders
|                                                       |  | Stock                                            |   | Stock         |  | Capital |     | Earnings |  | Stock    |         | Compensation |  | Net of Tax |         | Equity       
|                                                       |  |                                                  |   |               |  |         |     |          |  |          |         |              |  |            |         |              
|                                                       |  |                                                 
|                                                       |  | (In thousands)                                  
|Balance at September 30, 2002                          |  | $                                                | 6 |               |  | $       | 255 |          |  | $        | 253,511 |              |  |            | $77,566 |               |  | $ | (3,322 | ) |  | $ | 528 |  |  | $ | 16,605 |  |  | $ | 345,149 |  
|Comprehensive income:                                  |  |                                                  |   |               |  |         |     |          |  |          |         |              |  |            |         |               |  |   |        |   |  |   |     |  |  |   |        |  |  |   |         |  
|Net income for the nine months ended
    June 30, 2003 |  |                                                  |  |               |  |         |    |          |  |          |        |              |  |            | 28,019  |               |  |   |       |   |  |   |    |  |  |   |       |  |  |   | 28,019  |  
|Other comprehensive income, net of tax                 |  |                                                  |  |               |  |         |    |          |  |          |        |              |  |            |        |               |  |   |       |   |  |   |    |  |  |   | 195    |  |  |   | 195     |  
|                                                       |  |                                                  |   |               |  |         |     |          |  |          |         |              |  |            |         |               |  |   |        |   |  |   |     |  |  |   |        |  |  |   |         |  
|Total comprehensive income                             |  |                                                  |  |               |  |         |    |          |  |          |        |              |  |            |        |               |  |   |       |   |  |   |    |  |  |   |       |  |  |   | 28,214  |  
|Payments of dividends on preferred stock               |  |                                                  |  |               |  |         |    |          |  |          |        |              |  |            | (237    | )             |  |   |       |   |  |   |    |  |  |   |       |  |  |   | (237    | )
|Deferred Compensation Obligation                       |  |                                                  |  |               |  |         |    |          |  |          |        |              |  |            |        |               |  |   |       |   |  |   | 169 |  |  |   |       |  |  |   | 169     |  
|Purchase of Stock                                      |  |                                                  |  |               |  |         |    |          |  |          |        |              |  |            |        |               |  |   | (485   | ) |  |   |    |  |  |   |       |  |  |   | (485    | )
|Issuance of stock, stock options and other awards      |  |                                                  | 1 |               |  |         | 45  |          |  |          | 72,639  |              |  |            |        |               |  |   |       |   |  |   |    |  |  |   |       |  |  |   | 72,685  |  
|                                                       |  |                                                  |   |               |  |         |     |          |  |          |         |              |  |            |         |               |  |   |        |   |  |   |     |  |  |   |        |  |  |   |         |  
|Balance at June 30, 2003                               |  | $                                                | 7 |               |  | $       | 300 |          |  | $        | 326,150 |              |  | $          | 105,348 |               |  | $ | (3,807 | ) |  | $ | 697 |  |  | $ | 16,800 |  |  | $ | 445,495 |  
|                                                       |  |                                                  |   |               |  |         |     |          |  |          |         |              |  |            |         |               |  |   |        |   |  |   |     |  |  |   |        |  |  |   |         |  

|                                                       |  |                |   |        |  |         |     |          |  |          |         |              |  |               |        |               |  |   |        |   |  |   |     |  |  |  |        |  |  |   |         |  
|------------------------------------------------------ |  | -------------- | - | ------ |  | ------- | --- | -------- |  | -------- | ------- | ------------ |  | ------------- | ------ | ------------- |  | - | ------ | - |  | - | --- |  |  |  | ------ |  |  | - | ------- | -
|                                                       |  |                |   |        |  |         |     |          |  |          |         |              |  | Accumulated   |        |              
|                                                       |  |                |   |        |  |         |     |          |  |          |         |              |  | Other         |        |              
|                                                       |  |                |   |        |  |         |     |          |  |          |         |              |  | Comprehensive |        | Total        
|                                                       |  | Preferred      |   | Common |  | Paid-in |     | Retained |  | Treasury |         | Deferred     |  | Income        |        | Stockholders
|                                                       |  | Stock          |   | Stock  |  | Capital |     | Earnings |  | Stock    |         | Compensation |  | Net of Tax    |        | Equity       
|                                                       |  |                |   |        |  |         |     |          |  |          |         |              |  |               |        |              
|                                                       |  |               
|                                                       |  | (In thousands)
|Balance at September 30, 2001                          |  | $              | 4 |        |  | $       | 254 |          |  | $        | 249,788 |              |  | $             | 47,502 |               |  | $ | (2,794 | ) |  | $ |    |  |  |  | $5,692 |  |  | $ | 300,446 |  
|Comprehensive income:                                  |  |                |   |        |  |         |     |          |  |          |         |              |  |               |        |               |  |   |        |   |  |   |     |  |  |  |        |  |  |   |         |  
|Net income for the nine months ended
    June 30, 2002 |  |                |  |        |  |         |    |          |  |          |        |              |  |               | 22,243 |               |  |   |       |   |  |   |    |  |  |  |       |  |  |   | 22,243  |  
|Other comprehensive income, net
    of tax             |  |                |  |        |  |         |    |          |  |          |        |              |  |               |       |               |  |   |       |   |  |   |    |  |  |  | 4,131  |  |  |   | 4,131   |  
|                                                       |  |                |   |        |  |         |     |          |  |          |         |              |  |               |        |               |  |   |        |   |  |   |     |  |  |  |        |  |  |   |         |  
|Total comprehensive income                             |  |                |  |        |  |         |    |          |  |          |        |              |  |               |       |               |  |   |       |   |  |   |    |  |  |  |       |  |  |   | 26,374  |  
|Payments of dividends on preferred stock               |  |                |  |        |  |         |    |          |  |          |        |              |  |               | (178   | )             |  |   |       |   |  |   |    |  |  |  |       |  |  |   | (178    | )
|Deferred Compensation Obligation                       |  |                |  |        |  |         |    |          |  |          |        |              |  |               |       |               |  |   |       |   |  |   | 528 |  |  |  |       |  |  |   | 528     |  
|Purchase of Stock                                      |  |                |  |        |  |         |    |          |  |          |        |              |  |               |       |               |  |   | (528   | ) |  |   |    |  |  |  |       |  |  |   | (528    | )
|Issuance of stock, stock options and other awards      |  |                | 2 |        |  |         | 1   |          |  |          | 3,219   |              |  |               |       |               |  |   |       |   |  |   |    |  |  |  |       |  |  |   | 3,222   |  
|                                                       |  |                |   |        |  |         |     |          |  |          |         |              |  |               |        |               |  |   |        |   |  |   |     |  |  |  |        |  |  |   |         |  
|Balance at June 30, 2002                               |  | $              | 6 |        |  | $       | 255 |          |  | $        | 253,007 |              |  | $             | 69,567 |               |  | $ | (3,322 | ) |  | $ | 528 |  |  |  | $9,823 |  |  | $ | 329,864 |  
|                                                       |  |                |   |        |  |         |     |          |  |          |         |              |  |               |        |               |  |   |        |   |  |   |     |  |  |  |        |  |  |   |         |  

See accompanying condensed notes to consolidated
financial statements

4



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES






CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                                            |                                                                               |                                           |          |            |          |   |          |          |          |  
|--------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ----------------------------------------- | -------- | ---------- | -------- | - | -------- | -------- | -------- | -
|                                                                            |                                                                               |                                          
|                                                                            |                                                                               | For the Nine Months                      
|                                                                            |                                                                               | Ended June 30,                           
|                                                                            |                                                                               |                                          
|                                                                            |                                                                               | 2003                                      |          | 2002      
|                                                                            |                                                                               |                                           |          |           
|                                                                            |                                                                               |                                          
|                                                                            |                                                                               | (In thousands)                           
|Cash flows used in operating activities                                     |                                                                               | $                                         | (576,943 | )          |          | $ | (163,407 | )       
|Cash flows from investing activities:                                       |                                                                               |                                           |          |            |          |   |          |         
|                                                                            | Net increases in loans                                                        |                                           |          | (33,141    | )        |   |          | (135,894 | )       
|                                                                            | Purchase of investment securities available for
    sale                      |                                           |          | (202,768   | )        |   |          | (39,516  | )       
|                                                                            | Purchase of mortgage-backed securities available
    for sale                 |                                           |          | (1,681,620 | )        |   |          | (655,359 | )       
|                                                                            | Purchase of other earning assets                                              |                                           |          | (98,516    | )        |   |          | (57,849  | )       
|                                                                            | Purchase of bank-owned life insurance                                         |                                           |          | (27,500    | )        |   |          | (30,000  | )       
|                                                                            | Purchase of office properties and equipment                                   |                                           |          | (3,630     | )        |   |          | (3,558   | )       
|                                                                            | Proceeds from repayments of investment securities
    available for sale      |                                           |          | 50,303     |          |   |          | 10,067   |         
|                                                                            | Proceeds from repayments of mortgage-backed
    securities held to maturity   |                                           |          |           |          |   |          | 70,199   |         
|                                                                            | Proceeds from repayments of mortgage-backed
    securities available for sale |                                           |          | 821,388    |          |   |          | 254,853  |         
|                                                                            | Proceeds from repayments of other earning assets                              |                                           |          | 72,867     |          |   |          | 47,500   |         
|                                                                            | Proceeds from sale of investment securities
    available for sale            |                                           |          | 41,051     |          |   |          | 7,230    |         
|                                                                            | Proceeds from sale of mortgage-backed securities
    available for sale       |                                           |          | 552,780    |          |   |          | 181,046  |         
|                                                                            | Proceeds from sale of real estate owned                                       |                                           |          | 2,176      |          |   |          | 6,833    |         
|                                                                            |                                                                               |                                           |          |            |          |   |          |         
|                                                                            |                                                                               | Net cash used in investing activities     |          |            | (506,610 | ) |          |          | (344,448 | )
|                                                                            |                                                                               |                                           |          |            |          |   |          |         
|Cash flows from financing activities:                                       |                                                                               |                                           |          |            |          |   |          |         
|                                                                            | Net increase in deposits                                                      |                                           |          | 182,248    |          |   |          | 353,373  |         
|                                                                            | Net increase in Federal Home Loan Bank advances                               |                                           |          | 513,158    |          |   |          | 201,230  |         
|                                                                            | Net increase (decrease) in other borrowings                                   |                                           |          | 8,495      |          |   |          | (30,202  | )       
|                                                                            | Guarantee fees for senior notes                                               |                                           |          | (113       | )        |   |          | (164     | )       
|                                                                            | Redemption of Trust Preferred Securities                                      |                                           |          | (159,580   | )        |   |          | (15,325  | )       
|                                                                            | Net proceeds from issuance of Trust Preferred
    Securities                  |                                           |          | 65,630     |          |   |          | 43,648   |         
|                                                                            | Net proceeds from issuance of stock                                           |                                           |          | 71,681     |          |   |          | 2,895    |         
|                                                                            | Purchase of Series B Preferred Stock                                          |                                           |          |           |          |   |          | (528     | )       
|                                                                            | Dividends paid on preferred stock                                             |                                           |          | (237       | )        |   |          | (178     | )       
|                                                                            |                                                                               |                                           |          |            |          |   |          |         
|                                                                            |                                                                               | Net cash provided by financing activities |          |            | 681,282  |   |          |          | 554,749  |  
|                                                                            |                                                                               |                                           |          |            |          |   |          |         
|(Decrease) increase in cash and cash equivalents                            |                                                                               |                                           | (402,271 | )          |          |   | 46,894   |         
|Cash and cash equivalents at beginning of period                            |                                                                               |                                           | 472,290  |            |          |   | 294,753  |         
|                                                                            |                                                                               |                                           |          |            |          |   |          |         
|Cash and cash equivalents at end of period                                  |                                                                               | $                                         | 70,019   |            |          | $ | 341,647  |         
|                                                                            |                                                                               |                                           |          |            |          |   |          |         
|Supplemental disclosure of non-cash investing and
    financing activities: |                                                                               |                                           |          |            |          |   |          |         
|                                                                            | Securitization of loans receivable and mortgage
    loans held for sale       |                                           | $        | 506,999    |          |   | $        | 230,958  |         
|                                                                            | Transfer of loans to real estate owned                                        |                                           | $        | 4,361      |          |   | $        | 7,030    |         
|                                                                            | Securities purchased pending settlement                                       |                                           | $        | 247,313    |          |   | $        | 24,996   |         
|                                                                            | Securities sold pending settlement                                            |                                           | $        | 58,501     |          |   |          |         |         

See accompanying condensed notes to consolidated
financial statements

5



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES






CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


1.     Basis of
Presentation and Principles of Consolidation

The accompanying unaudited consolidated financial
statements include the accounts of BankUnited Financial
Corporation (BankUnited) and its subsidiaries,
including BankUnited, FSB (the Bank). All
significant intercompany transactions and balances 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
nine-month period ended June 30, 2003 are not necessarily
indicative of the results that may be expected for the year
ending September 30, 2003. For further information, refer
to the Consolidated Financial Statements and Notes thereto
included in BankUniteds Annual Report on Form 10-K
for the fiscal year ended September 30, 2002.

Certain prior period amounts have been
reclassified to conform to the June 30, 2003 consolidated
financial statements.

2.     Significant
Accounting Policies

During the second quarter of fiscal 2003,
BankUnited adopted the disclosure requirement pursuant to
Statement of Financial Accounting Standards (SFAS)
No. 148, Accounting for Stock Based
Compensation  Transition and Disclosure. See
note 12. Impact of New Accounting Pronouncementsfor
a discussion of the requirements of SFAS No. 148 and note
11. Stock Optionsfor the new disclosure required by
SFAS No. 148.

3.  Securities Portfolio

Investments

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

|                                            |       |                |         |            |  |            |       |            |  |   |        |        |   |   |         |         | 
|------------------------------------------- | ----- | -------------- | ------- | ---------- |  | ---------- | ----- | ---------- |  | - | ------ | ------ | - | - | ------- | ------- | 
|                                            |       |               
|                                            |       | June 30, 2003 
|                                            |       |               
|                                            |       |                |         | Gross      |  | Gross      |       |           
|                                            |       | Amortized      |         | Unrealized |  | Unrealized |       |           
|                                            |       | Cost           |         | Gains      |  | Losses     |       | Fair Value
|                                            |       |                |         |            |  |            |       |           
|                                            |       |               
|                                            |       | (In thousands)
|U.S. government agency securities           |       | $              | 52,990  |            |  | $          | 1,651 |            |  | $ |       |        |   | $ | 54,641  |        
|Equity securities                           |       |                | 839     |            |  |            |      |            |  |   |       |        |   |   | 839     |        
|Trust preferred securities of other issuers |       |                | 85,437  |            |  |            | 3,583 |            |  |   | (1,364 | )      |   |   | 87,656  |        
|Other(1)                                    |       |                | 143,763 |            |  |            | 2,369 |            |  |   | (136   | )      |   |   | 145,996 |        
|                                            |       |                |         |            |  |            |       |            |  |   |        |        |   |   |         |        
|                                            | Total |                | $       | 283,029    |  |            | $     | 7,603      |  |   | $      | (1,500 | ) |   | $       | 289,132 | 
|                                            |       |                |         |            |  |            |       |            |  |   |        |        |   |   |         |        



---



|    |                                                                      
|--- | ---------------------------------------------------------------------
|(1) | Other includes mutual funds, preferred stock of
    FHLMC, and Bonds.

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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                            |       |                    |        |            |  |            |       |            |  |   |        |        |   |   |        |         | 
|------------------------------------------- | ----- | ------------------ | ------ | ---------- |  | ---------- | ----- | ---------- |  | - | ------ | ------ | - | - | ------ | ------- | 
|                                            |       |                   
|                                            |       | September 30, 2002
|                                            |       |                   
|                                            |       |                    |        | Gross      |  | Gross      |       |           
|                                            |       | Amortized          |        | Unrealized |  | Unrealized |       |           
|                                            |       | Cost               |        | Gains      |  | Losses     |       | Fair Value
|                                            |       |                    |        |            |  |            |       |           
|                                            |       |                   
|                                            |       | (In thousands)    
|U.S. government agency securities           |       | $                  | 53,082 |            |  | $          | 65    |            |  | $ | (387   | )      |   | $ | 52,760 |        
|Equity securities                           |       |                    | 4,242  |            |  |            | 132   |            |  |   | (216   | )      |   |   | 4,158  |        
|Trust preferred securities of other issuers |       |                    | 58,875 |            |  |            | 2,621 |            |  |   | (1,386 | )      |   |   | 60,110 |        
|Other(1)                                    |       |                    | 53,829 |            |  |            | 801   |            |  |   | (73    | )      |   |   | 54,557 |        
|                                            |       |                    |        |            |  |            |       |            |  |   |        |        |   |   |        |        
|                                            | Total |                    | $      | 170,028    |  |            | $     | 3,619      |  |   | $      | (2,062 | ) |   | $      | 171,585 | 
|                                            |       |                    |        |            |  |            |       |            |  |   |        |        |   |   |        |        



---



|    |                                                                      
|--- | ---------------------------------------------------------------------
|(1) | Other includes mutual funds, preferred stock of
    FHLMC, and bonds.

Investment securities available for sale as of
June 30, 2003 and September 30, 2002, by contractual
maturity, are shown below.

|                                       |       |                |         |                    |  |           |         |            |  |   |         |         |  |   |         |         | 
|-------------------------------------- | ----- | -------------- | ------- | ------------------ |  | --------- | ------- | ---------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                       |       |                |         |                   
|                                       |       | June 30, 2003  |         | September 30, 2002
|                                       |       |                |         |                   
|                                       |       | Amortized      |         |                    |  | Amortized |         |           
|                                       |       | Cost           |         | Fair Value         |  | Cost      |         | Fair Value
|                                       |       |                |         |                    |  |           |         |           
|                                       |       |               
|                                       |       | (In thousands)
|Due in one year or less                |       | $              | 3,044   |                    |  | $         | 3,101   |            |  | $ |        |         |  | $ |        |        
|Due after one year through five years  |       |                | 27,990  |                    |  |           | 28,235  |            |  |   | 3,081   |         |  |   | 3,146   |        
|Due after five years through ten years |       |                | 113,017 |                    |  |           | 115,230 |            |  |   | 52,830  |         |  |   | 26,850  |        
|Due after ten years                    |       |                | 138,139 |                    |  |           | 141,727 |            |  |   | 109,875 |         |  |   | 137,431 |        
|Equity securities                      |       |                | 839     |                    |  |           | 839     |            |  |   | 4,242   |         |  |   | 4,158   |        
|                                       |       |                |         |                    |  |           |         |            |  |   |         |         |  |   |         |        
|                                       | Total |                | $       | 283,029            |  |           | $       | 289,132    |  |   | $       | 170,028 |  |   | $       | 171,585 | 
|                                       |       |                |         |                    |  |           |         |            |  |   |         |         |  |   |         |        

Mortgage-Backed
Securities

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

|                                    |       |                |           |            |  |            |        |            |  |   |      |      |   |   |           |           | 
|----------------------------------- | ----- | -------------- | --------- | ---------- |  | ---------- | ------ | ---------- |  | - | ---- | ---- | - | - | --------- | --------- | 
|                                    |       |               
|                                    |       | June 30, 2003 
|                                    |       |               
|                                    |       |                |           | Gross      |  | Gross      |        |           
|                                    |       | Amortized      |           | Unrealized |  | Unrealized |        |           
|                                    |       | Cost           |           | Gains      |  | Losses     |        | Fair Value
|                                    |       |                |           |            |  |            |        |           
|                                    |       |               
|                                    |       | (In thousands)
|GNMA mortgage-backed securities     |       | $              | 13,058    |            |  | $          | 590    |            |  | $ |     |      |   | $ | 13,648    |          
|FNMA mortgage-backed securities     |       |                | 339,342   |            |  |            | 4,674  |            |  |   |     |      |   |   | 344,016   |          
|FHLMC mortgage-backed securities    |       |                | 82,250    |            |  |            | 1,863  |            |  |   |     |      |   |   | 84,113    |          
|Collateralized mortgage obligations |       |                | 21,820    |            |  |            | 68     |            |  |   | (62  | )    |   |   | 21,826    |          
|Mortgage pass-through certificates  |       |                | 1,647,921 |            |  |            | 15,262 |            |  |   | (361 | )    |   |   | 1,662,822 |          
|                                    |       |                |           |            |  |            |        |            |  |   |      |      |   |   |           |          
|                                    | Total |                | $         | 2,104,391  |  |            | $      | 22,457     |  |   | $    | (423 | ) |   | $         | 2,126,425 | 
|                                    |       |                |           |            |  |            |        |            |  |   |      |      |   |   |           |          

7



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                    |       |                    |         |            |  |            |        |            |  |   |   |   |  |   |         |           | 
|----------------------------------- | ----- | ------------------ | ------- | ---------- |  | ---------- | ------ | ---------- |  | - | - | - |  | - | ------- | --------- | 
|                                    |       |                   
|                                    |       | September 30, 2002
|                                    |       |                   
|                                    |       |                    |         | Gross      |  | Gross      |        |           
|                                    |       | Amortized          |         | Unrealized |  | Unrealized |        |           
|                                    |       | Cost               |         | Gains      |  | Losses     |        | Fair Value
|                                    |       |                    |         |            |  |            |        |           
|                                    |       |                   
|                                    |       | (In thousands)    
|GNMA mortgage-backed securities     |       | $                  | 61,804  |            |  | $          | 3,311  |            |  | $ |  |   |  | $ | 65,115  |          
|FNMA mortgage-backed securities     |       |                    | 335,755 |            |  |            | 10,887 |            |  |   |  |   |  |   | 346,642 |          
|FHLMC mortgage-backed securities    |       |                    | 176,426 |            |  |            | 4,951  |            |  |   |  |   |  |   | 181,377 |          
|Collateralized mortgage obligations |       |                    | 91,819  |            |  |            | 1,618  |            |  |   |  |   |  |   | 93,437  |          
|Mortgage pass-through certificates  |       |                    | 444,022 |            |  |            | 6,041  |            |  |   |  |   |  |   | 450,063 |          
|                                    |       |                    |         |            |  |            |        |            |  |   |   |   |  |   |         |          
|                                    | Total |                    | $       | 1,109,826  |  |            | $      | 26,808     |  |   | $ |  |  |   | $       | 1,136,634 | 
|                                    |       |                    |         |            |  |            |        |            |  |   |   |   |  |   |         |          

Mortgage-backed securities available for sale as
of June 30, 2003 and September 30, 2002, by
contractual maturity, are shown below. Expected maturities may
differ from contractual maturities because borrowers may have
the right to call or prepay obligations with or without call or
prepayment penalties. As of June 30, 2003, the duration of
BankUniteds mortgage-backed securities portfolio was
significantly less than contractual maturities.

|                                       |       |                |           |                    |  |                |           |            |  |   |           |           |  |   |           |           | 
|-------------------------------------- | ----- | -------------- | --------- | ------------------ |  | -------------- | --------- | ---------- |  | - | --------- | --------- |  | - | --------- | --------- | 
|                                       |       |                |           |                   
|                                       |       | June 30, 2003  |           | September 30, 2002
|                                       |       |                |           |                   
|                                       |       | Amortized Cost |           | Fair Value         |  | Amortized Cost |           | Fair Value
|                                       |       |                |           |                    |  |                |           |           
|                                       |       |               
|                                       |       | (In thousands)
|Due in one year or less                |       | $              | 8         |                    |  | $              | 8         |            |  | $ |          |           |  | $ |          |          
|Due after one year through five years  |       |                | 971       |                    |  |                | 1,007     |            |  |   | 21,037    |           |  |   | 21,411    |          
|Due after five years through ten years |       |                | 66,955    |                    |  |                | 67,354    |            |  |   | 36,455    |           |  |   | 37,596    |          
|Due after ten years                    |       |                | 2,036,457 |                    |  |                | 2,058,056 |            |  |   | 1,052,334 |           |  |   | 1,077,627 |          
|                                       |       |                |           |                    |  |                |           |            |  |   |           |           |  |   |           |          
|                                       | Total |                | $         | 2,104,391          |  |                | $         | 2,126,425  |  |   | $         | 1,109,826 |  |   | $         | 1,136,634 | 
|                                       |       |                |           |                    |  |                |           |            |  |   |           |           |  |   |           |          

When BankUnited securitizes residential mortgage
loans, the resulting securities are considered retained interest
for accounting purposes until sold. At June 30, 2003,
BankUniteds retained interests from securitized loans, not
including mortgage servicing rights, had a fair value of
$35.2 million. Upon sale of the securities, BankUnited
retains servicing rights and the resulting gain or loss on the
sale of the securities depends in part on the previous carrying
amount of the financial assets involved in the transfer,
allocated between the assets sold and the retained interests
based on their relative fair value at the date of the transfer.
Fair value is derived from current market information and
assumptions for similar products. The investors in the
securitized assets have no recourse to BankUnited for failure of
debtors to pay when due.

During the nine months ended June 30, 2003,
BankUnited securitized $507 million of residential mortgage
loans. These loans were securitized with Federal National
Mortgage Association (FNMA) and Federal Home Loan
Mortgage Corporation (FHLMC) and transferred into
BankUniteds mortgage-backed securities available for sale
portfolio. During the same period BankUnited sold
$494 million of securitized loans, recognizing net gains of
$4.9 million. In connection with the sale of the
securitized loans during the nine months ended June 30,
2003, BankUnited retained mortgage servicing rights with a fair
value of $8.2 million. When BankUnited retains servicing
responsibilities from these securitization transactions, it
generally receives annual servicing fees approximating 0.25% of
the outstanding receivable balance.

The value of the retained interest from
securitized loans is subject to prepayment risk on the
transferred financial assets, and the general level of interest
rates. At June 30, 2003, key economic

8



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

assumptions and the sensitivity of the current
fair value of securities remaining from securitizations to
immediate 10% and 20% adverse changes in those assumptions are
as follows:

|                                                        |                                            |             |        |      |  
|------------------------------------------------------- | ------------------------------------------ | ----------- | ------ | ---- | -
|                                                        |                                            | Retained   
|                                                        |                                            | Securities 
|                                                        |                                            |            
|                                                        |                                            | (Dollars in
|                                                        |                                            | thousands) 
|Carrying amount (fair value) of retained
    securities |                                            | $           | 35,158 |     
|Weighted average life in years                          |                                            |             | 2.3    |     
|Annual prepayment assumption                            |                                            |             | 37.83  | %   
|                                                        | Impact on fair value of 10% adverse change |             | $      | (101 | )
|                                                        | Impact on fair value of 20% adverse change |             | $      | (277 | )
|Annual cash flow discount rate                          |                                            |             | 3.96   | %   
|                                                        | Impact on fair value of 10% adverse change |             | $      | (236 | )
|                                                        | Impact on fair value of 20% adverse change |             | $      | (546 | )

Credit losses do not affect the valuation due to
FNMAs and FHLMCs full guarantee to BankUnited for
losses on loans collateralizing the securities.

The sensitivities presented above are
hypothetical and are presented for informational purposes only.
As the amounts indicate, the fair values due to a variation in
any assumption generally cannot be extrapolated because the
relationship of the change in any assumption to the change in
fair value may not be linear. The effect of a change in a
particular assumption on the fair value of the retained
securities is calculated without considering the changes in
other assumptions. However, changes in one assumption may result
in changes in another.

The total principal amount of loans underlying
the retained securities at June 30, 2003 was
$33.7 million, none of which was 60 days or more past
due. There were no credit losses during the nine months ended
June 30, 2003 from the loans underlying the retained
securities outstanding at June 30, 2003.

4.     Earnings Per
Share

The following tables reconcile basic and diluted
earnings per share for the three and nine months ended
June 30, 2003 and 2002.

|                                            |                                            |                                   |       |                     |  |      |       |        |  |   |        |        |  |   |        |        | 
|------------------------------------------- | ------------------------------------------ | --------------------------------- | ----- | ------------------- |  | ---- | ----- | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                            |                                            |                                   |       |                    
|                                            |                                            | For the Three Months              |       | For the Nine Months
|                                            |                                            | Ended June 30,                    |       | Ended June 30,     
|                                            |                                            |                                   |       |                    
|                                            |                                            | 2003                              |       | 2002                |  | 2003 |       | 2002  
|                                            |                                            |                                   |       |                     |  |      |       |       
|                                            |                                            |                                  
|                                            |                                            | (Dollars and shares in thousands,
|                                            |                                            | except per share data)           
|Basic earnings per share:                   |                                            |                                   |       |                     |  |      |       |        |  |   |        |        |  |   |        |       
|Numerator:                                  |                                            |                                   |       |                     |  |      |       |        |  |   |        |        |  |   |        |       
|                                            | Net income                                 |                                   | $     | 9,627               |  |      | $     | 7,841  |  |   | $      | 28,019 |  |   | $      | 22,243 | 
|                                            | Preferred stock dividends                  |                                   |       | 79                  |  |      |       | 77     |  |   |        | 237    |  |   |        | 178    | 
|                                            |                                            |                                   |       |                     |  |      |       |        |  |   |        |        |  |   |        |       
|Net income available to common stockholders |                                            | $                                 | 9,548 |                     |  | $    | 7,764 |        |  | $ | 27,782 |        |  | $ | 22,065 |       
|                                            |                                            |                                   |       |                     |  |      |       |        |  |   |        |        |  |   |        |       
|Denominator:                                |                                            |                                   |       |                     |  |      |       |        |  |   |        |        |  |   |        |       
|                                            | Weighted average common shares outstanding |                                   |       | 27,124              |  |      |       | 25,125 |  |   |        | 25,973 |  |   |        | 25,129 | 
|                                            |                                            |                                   |       |                     |  |      |       |        |  |   |        |        |  |   |        |       
|Basic earnings per share                    |                                            | $                                 | 0.35  |                     |  | $    | 0.31  |        |  | $ | 1.07   |        |  | $ | 0.88   |       
|                                            |                                            |                                   |       |                     |  |      |       |        |  |   |        |        |  |   |        |       

9



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                        |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |        |       | 
|------------------------------------------------------- | ------------------------------------------- | ------------------------------------------------------------------ | ----- | ------------------- | ----- | ---- | ----- | ------ | ----- | - | ------ | ------ | ----- | - | ------ | ------ | ----- | 
|                                                        |                                             |                                                                    |       |                    
|                                                        |                                             | For the Three Months                                               |       | For the Nine Months
|                                                        |                                             | Ended June 30,                                                     |       | Ended June 30,     
|                                                        |                                             |                                                                    |       |                    
|                                                        |                                             | 2003                                                               |       | 2002                |       | 2003 |       | 2002  
|                                                        |                                             |                                                                    |       |                     |       |      |       |       
|                                                        |                                             |                                                                   
|                                                        |                                             | (Dollars and shares in thousands,                                 
|                                                        |                                             | except per share data)                                            
|Diluted earnings per share:                             |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |       
|Numerator:                                              |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |       
|                                                        | Net income available to common stockholders |                                                                    | $     | 9,548               |       |      | $     | 7,764  |       |   | $      | 27,782 |       |   | $      | 22,065 |      
|                                                        | Plus:                                       |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |        |      
|                                                        |                                             | Convertible preferred stock dividends                              |       |                     | 79    |      |       |        | 77    |   |        |        | 237   |   |        |        | 178   | 
|                                                        |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |       
|Diluted net income available to common
    stockholders |                                             | $                                                                  | 9,627 |                     |       | $    | 7,841 |        |       | $ | 28,019 |        |       | $ | 22,243 |       
|                                                        |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |       
|Denominator:                                            |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |       
|                                                        | Weighted average common shares outstanding  |                                                                    |       | 27,124              |       |      |       | 25,125 |       |   |        | 25,973 |       |   |        | 25,129 |      
|                                                        | Plus:                                       |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |        |      
|                                                        |                                             | Number of common shares from the conversion of
    options         |       |                     | 1,231 |      |       |        | 1,193 |   |        |        | 1,157 |   |        |        | 1,164 | 
|                                                        |                                             | Number of common shares from the conversion of
    preferred stock |       |                     | 1,083 |      |       |        | 858   |   |        |        | 1,067 |   |        |        | 661   | 
|                                                        |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |       
|                                                        | Diluted weighted average shares outstanding |                                                                    |       | 29,438              |       |      |       | 27,176 |       |   |        | 28,197 |       |   |        | 26,954 |      
|                                                        |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |       
|Diluted earnings per share                              |                                             | $                                                                  | 0.33  |                     |       | $    | 0.29  |        |       | $ | 0.99   |        |       | $ | 0.83   |       
|                                                        |                                             |                                                                    |       |                     |       |      |       |        |       |   |        |        |       |   |        |       

Basic earnings per share is calculated by
dividing net income, adjusted for dividends declared on
preferred stock, by the weighted number of shares of common
stock outstanding.

Diluted earnings per share is calculated under
the treasury stock method by dividing net income by the weighted
average number of shares of common stock outstanding, assuming
conversion of outstanding convertible preferred stock from the
beginning of the period and the exercise of stock options. Such
adjustments to net income and the weighted average number of
shares of common stock are made only when such adjustments
dilute earnings per share. There was no antidilutive effect from
stock options and convertible securities during the three and
nine month periods ending June 30, 2003 and 2002.



|   |                                                                                      
|-- | -------------------------------------------------------------------------------------
|5. | Trust Preferred Securities and Junior
    Subordinated Deferrable Interest Debentures

BankUnited Statutory Trust IV, BankUnited
Statutory Trust V, BankUnited Statutory Trust VI and BUFC
Statutory Trust VII are wholly owned trust subsidiaries
(Trust Subsidiaries) of BankUnited which were
created during the nine months ended June 30, 2003 for the
purpose of issuing Trust Preferred Securities and investing the
proceeds from the sale thereof in Junior Subordinated Deferrable
Interest Debentures issued by BankUnited (the Junior
Subordinated Debentures). The Trust Preferred Securities
were issued and sold in private placement offerings. All of the
proceeds from the sale of the Trust Preferred Securities and the
common securities issued by the Trust Subsidiaries are invested
in Junior Subordinated Debentures, which are the sole assets of
the Trust Subsidiaries. The Trust Subsidiaries pay preferential
cumulative cash distributions on the Trust Preferred Securities
at the same rate as the distributions paid by BankUnited on the
Junior Subordinated Debentures held by the Trust Subsidiaries.
Taken together, the undertakings made by BankUnited with respect
to the Trust Preferred Securities constitute a full and
unconditional guarantee by BankUnited of the obligations of the
Trust Preferred Securities.

10



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The following table provides information on the
issuances of Trust Preferred Securities by BankUniteds
trust subsidiaries during the nine months ended June 30,
2003:

|                                 |  |                        |        |            |  |              |       |                   |  |               |        |  |  |                         |  |  |            |  |  | 
|-------------------------------- |  | ---------------------- | ------ | ---------- |  | ------------ | ----- | ----------------- |  | ------------- | ------ |  |  | ----------------------- |  |  | ---------- |  |  | 
|                                 |  |                        |        |            |  |             
|                                 |  | Original               |        |            |  |             
|                                 |  |                        |        |            |  |             
|                                 |  | Trust                  |        |            |  | Junior       |       |                   |  |              
|                                 |  | Preferred              |        | Common     |  | Subordinated |       | Annual Rate of    |  |              
|                                 |  | Securities             |        | Securities |  | Debentures   |       | Preferential Cash |  |              
|                                 |  | Issued                 |        | Issued     |  | Held         |       | Distribution      |  | Maturity Date
|                                 |  |                        |        |            |  |              |       |                   |  |              
|                                 |  |                        |        |            |  |             
|                                 |  | (Dollars in thousands) |        |            |  |             
|BankUnited Statutory Trust IV(5) |  | $                      | 20,000 |            |  | $            | 619   |                   |  | $             | 20,619 |  |  | 3-Month LIBOR+ 3.40%(1) |  |  | 11/15/2032 | 
|BankUnited Statutory Trust V(5)  |  |                        | 15,000 |            |  |              | 464   |                   |  |               | 15,464 |  |  | 3-Month LIBOR+ 3.25%(2) |  |  | 12/19/2032 | 
|BankUnited Statutory Trust VI(5) |  |                        | 17,640 |            |  |              | 546   |                   |  |               | 18,186 |  |  | 3-Month LIBOR+ 3.15%(3) |  |  | 3/26/2033  | 
|BUFC Statutory Trust VII(6)      |  |                        | 15,000 |            |  |              | 465   |                   |  |               | 15,465 |  |  | 3-Month LIBOR+ 3.25%(4) |  |  | 4/24/2033  | 
|                                 |  |                        |        |            |  |              |       |                   |  |               |        |  |  |                         |  |  |            |  |  | 
|                                 |  | $                      | 67,640 |            |  | $            | 2,094 |                   |  | $             | 69,734 |  |  |                         |  |  |            |  |  | 
|                                 |  |                        |        |            |  |              |       |                   |  |               |        |  |  |                         |  |  |            |  |  | 



---



|    |                                                                                       
|--- | --------------------------------------------------------------------------------------
|(1) | The annual rate adjusts quarterly not to exceed
    11.90% prior to November 15, 2007.
|   
|(2) | The annual rate adjusts quarterly not to exceed
    11.75% prior to December 26, 2007.
|   
|(3) | The annual rate adjusts quarterly not to exceed
    11.75% prior to March 26, 2008.   
|   
|(4) | The annual rate adjusts quarterly.                                                    
|   
|(5) | Created under Connecticut law.                                                        
|   
|(6) | Created under Delaware law.                                                           

On February 26, 2003, BankUnited Financial
Corporation announced that it would redeem all of the 9.60%
Junior Subordinated Debentures held by its trust subsidiary,
BankUnited Capital II, and BankUnited Capital II would
redeem all of its outstanding 9.60% Cumulative Trust Preferred
Securities (Nasdaq: BKUNZ). The Trust Preferred Securities, with
an aggregate liquidation amount of $46 million, were
redeemed on March 28, 2003 at a price of $25.00 per share
plus accumulated and unpaid interest.

On May 20, 2003, BankUnited Financial
Corporation announced that it would partially redeem the
outstanding 9% Junior Subordinated Debentures held by its trust
subsidiary BankUnited Capital III, and BankUnited
Capital III would partially redeem its outstanding
Cumulative Trust Preferred Securities (NYSE: BUFPrC). On
May 30, 2003, BankUnited Financial Corporation announced
that it would redeem and retire the remaining outstanding 9%
Junior Subordinated Debentures held by its trust subsidiary
BankUnited Capital III, and BankUnited Capital III
would redeem and retire its remaining 9% Cumulative Trust
Preferred Securities. The Trust Preferred Securities, with an
aggregate liquidation amount of $103 million, were redeemed
on June 30, 2003 at a price of $25.00 per share plus
accumulated and unpaid interest. For a discussion on interest
rate swaps used to hedge some of BankUniteds Trust
Preferred Securities, see Note 9 Accounting for Derivatives
and Hedging Activities.

11



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

6.     Treasury
Stock

The following table provides information on
Treasury Stock held by BankUnited as of June 30, 2003 and
September 30, 2002:

|                                                                                              |                                                          |                             |        |                    |        |   |        |        |        |  
|--------------------------------------------------------------------------------------------- | -------------------------------------------------------- | --------------------------- | ------ | ------------------ | ------ | - | ------ | ------ | ------ | -
|                                                                                              |                                                          | June 30, 2003               |        | September 30, 2002
|                                                                                              |                                                          |                             |        |                   
|                                                                                              |                                                          |                            
|                                                                                              |                                                          | (In thousands)             
|Common Treasury Stock:                                                                        |                                                          |                             |        |                    |        |   |        |       
|                                                                                              | Class A Common  333,000 shares                          |                             | $      | (2,794             | )      |   | $      | (2,794 | )     
|                                                                                              | Class B Common  20,440 shares                           |                             |        | (316               | )      |   |        |       |       
|                                                                                              | Class B Common (held in Rabbi
    Trust)  23,260 shares |                             |        | (169               | )      |   |        |       |       
|                                                                                              |                                                          |                             |        |                    |        |   |        |       
|                                                                                              |                                                          | Total Common Treasury Stock |        |                    | (3,279 | ) |        |        | (2,794 | )
|                                                                                              |                                                          |                             |        |                    |        |   |        |       
|Preferred Treasury Stock:                                                                     |                                                          |                             |        |                    |        |   |        |       
|Noncumulative Convertible Preferred Stock,
    Series B (held in Rabbi Trust)  26,720 shares |                                                          |                             | (528   | )                  |        |   | (528   | )     
|                                                                                              |                                                          |                             |        |                    |        |   |        |       
|Total Treasury Stock                                                                          |                                                          | $                           | (3,807 | )                  |        | $ | (3,322 | )     
|                                                                                              |                                                          |                             |        |                    |        |   |        |       

In the first quarter of fiscal 2003, the Chief
Executive Officer (CEO) surrendered 20,440 shares of
Class B Common Stock to BankUnited as consideration for the
exercise of 43,700 shares of Class B Common Stock. The
20,440 shares surrendered had a value of $316 thousand and are
reflected in treasury stock in the equity section of
BankUniteds Consolidated Statement of Financial Condition.
The incremental shares due to the CEO upon the option exercise
were 23,260 shares of Class B Common Stock with a value of
$169 thousand, which have been deferred by the CEO and are being
held in a trust established by BankUnited. These shares are
reflected in treasury stock in the equity section of
BankUniteds Consolidated Statement of Financial Condition.
The obligation to deliver the shares to the CEO is also
reflected in the equity section of BankUniteds
Consolidated Statement of Financial Condition in deferred
compensation.

7.     Regulatory
Capital

The Office of Thrift Supervision
(OTS) requires that the Bank meet minimum
regulatory, core and risk-based capital requirements. Currently,
the Bank exceeds all regulatory capital requirements. The
Banks required, actual and excess regulatory capital
levels as of June 30, 2003 and 2002 were as follows:

|                   |  |                        |         |        |  |        |         |      |  |      |         |      |  |   |         |   |  |   |         |   |  |   |         |  
|------------------ |  | ---------------------- | ------- | ------ |  | ------ | ------- | ---- |  | ---- | ------- | ---- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                   |  |                       
|                   |  | Regulatory Capital    
|                   |  |                       
|                   |  |                        |         |        |  |       
|                   |  | Required               |         | Actual |  | Excess
|                   |  |                        |         |        |  |       
|                   |  | 2003                   |         | 2002   |  | 2003   |         | 2002 |  | 2003 |         | 2002
|                   |  |                        |         |        |  |        |         |      |  |      |         |     
|                   |  |                       
|                   |  | (Dollars in thousands)
|Core capital       |  | $                      | 207,048 |        |  | $      | 172,662 |      |  | $    | 502,671 |      |  | $ | 445,921 |   |  | $ | 295,623 |   |  | $ | 273,259 |  
|                   |  |                        | 3.0     | %      |  |        | 3.0     | %    |  |      | 7.3     | %    |  |   | 7.8     | % |  |   | 4.3     | % |  |   | 4.8     | %
|Risk based capital |  | $                      | 260,666 |        |  | $      | 222,004 |      |  | $    | 524,213 |      |  | $ | 463,822 |   |  | $ | 263,547 |   |  | $ | 241,818 |  
|                   |  |                        | 8.0     | %      |  |        | 8.0     | %    |  |      | 16.1    | %    |  |   | 16.7    | % |  |   | 8.1     | % |  |   | 8.7     | %

12



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

8.     Comprehensive
Income

BankUniteds comprehensive income includes
all items which comprise net income, plus other comprehensive
income. For the three months and nine months ended June 30,
2003 and 2002, BankUniteds other comprehensive income
(loss) was as follows:

|                                                        |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                 |        |                     |       |      |        |        |     |   |        |       |       |   |        |       |      |  
|------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------ | ------------------- | ----- | ---- | ------ | ------ | --- | - | ------ | ----- | ----- | - | ------ | ----- | ---- | -
|                                                        |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                 |        |                    
|                                                        |                                                                                                                                                                                                                                                                                         | For the Three Months                                                                                                                                                                                                            |        | For the Nine Months
|                                                        |                                                                                                                                                                                                                                                                                         | Ended June 30,                                                                                                                                                                                                                  |        | Ended June 30,     
|                                                        |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                 |        |                    
|                                                        |                                                                                                                                                                                                                                                                                         | 2003                                                                                                                                                                                                                            |        | 2002                |       | 2003 |        | 2002  
|                                                        |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                 |        |                     |       |      |        |       
|                                                        |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                
|                                                        |                                                                                                                                                                                                                                                                                         | (In thousands)                                                                                                                                                                                                                 
|Net income                                              |                                                                                                                                                                                                                                                                                         | $                                                                                                                                                                                                                               | 9,627  |                     |       | $    | 7,841  |        |     | $ | 28,019 |       |       | $ | 22,243 |      
|Other comprehensive (loss) income, net of tax:          |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                 |        |                     |       |      |        |        |     |   |        |       |       |   |        |      
|                                                        | Unrealized (loss) income arising during the
    period on securities, net of tax (benefit) expense of $(40) and
    $7,905 for the three months ended June 30, 2003 and 2002,
    respectively and $2,211 and $3,026 for the nine months ended
    June 30, 2003 and 2002, respectively |                                                                                                                                                                                                                                 |        | (73                 | )     |      |        | 12,627 |     |   |        | 3,931 |       |   |        | 4,834 |     
|                                                        | Unrealized losses on cash flow hedges, net of tax
    benefit of $256 and $426 for the three and nine months ended
    June 30, 2003, respectively                                                                                                                                      |                                                                                                                                                                                                                                 |        | (479                | )     |      |        |       |     |   |        | (757  | )     |   |        |      |     
|                                                        | Less reclassification adjustment for:                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                 |        |                     |       |      |        |        |     |   |        |       |       |   |        |       |     
|                                                        |                                                                                                                                                                                                                                                                                         | Amortization of unrealized losses on transferred
    securities, net of tax expense of $31 and $69 for the three and
    nine months ended June 30, 2002, respectively                                                          |        |                     |      |      |        |        | (50 | ) |        |       |      |   |        |       | (110 | )
|                                                        |                                                                                                                                                                                                                                                                                         | Realized gains on securities sold included in net
    income, net of tax expense of $1,106 for the three months ended
    June 30, 2003, and $1,676 and $509 for the nine months
    ended June 30, 2003 and 2002, respectively |        |                     | 2,070 |      |        |        |    |   |        |       | 2,979 |   |        |       | 813  |  
|                                                        |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                 |        |                     |       |      |        |        |     |   |        |       |       |   |        |      
|Total other comprehensive (loss), income net of
    tax |                                                                                                                                                                                                                                                                                         | $                                                                                                                                                                                                                               | (2,622 | )                   |       | $    | 12,677 |        |     | $ | 195    |       |       | $ | 4,131  |      
|                                                        |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                 |        |                     |       |      |        |        |     |   |        |       |       |   |        |      
|Comprehensive income                                    |                                                                                                                                                                                                                                                                                         | $                                                                                                                                                                                                                               | 7,005  |                     |       | $    | 20,518 |        |     | $ | 28,214 |       |       | $ | 26,374 |      
|                                                        |                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                 |        |                     |       |      |        |        |     |   |        |       |       |   |        |      

9.     Accounting For
Derivatives and Hedging Activities

Loan Commitments

BankUnited commits to make 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 borrower to take 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, and the
underlying loan characteristics, BankUnited estimates the amount
of commitments that will ultimately become loans held for sale
and treats 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 income
with an offset to the consolidated statement of financial
condition in other assets. Fair values are based on observable
market prices from third parties. During the nine months ended
June 30, 2003, BankUnited recorded $1.1 million in net
losses from fair value adjustments on loan commitments. At
June 30, 2003, the estimated notional amount of loan
commitments BankUnited expected to be funded was $104.9 million.

13



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Forward Sales Contracts

To economically hedge the fair value exposure on
loan commitments to a change in interest rates during the
commitment period, BankUnited enters into forward contracts with
similar terms. Since both the loan commitments and the forward
contracts are derivatives, this hedging relationship does not
qualify for hedge accounting under Statement of Financial
Accounting Standards No. 133. Accordingly, the fair value
adjustments on the forward contracts are also assets or recorded
in current earnings under other non-interest income or expense
with an offset to the balance sheet in other liabilities. These
forward contracts may also extend beyond the commitment period
and are also used to offset the fair value exposure of loans
held for sale to a change in interest rates. This relationship
exists until either the loan is sold or until the forward
contract expires. During the nine months ended June 30,
2003, BankUnited recorded $1.3 million in net gains from fair
value adjustments on these forward contracts.

Interest Rate Swaps

BankUnited enters into interest rate swap
contracts as fair value and cash flow hedges (hedge)
for the purpose of hedging long-term fixed and variable interest
costs on Trust Preferred Securities (hedged item)
issued by its trust subsidiaries. All terms of the interest rate
swap contracts, with the exception of the right to defer
interest payments, are the same as those of the Trust Preferred
Securities. BankUnited expects these interest rate swap
contracts to be highly effective in offsetting interest costs of
its long-term debt, and therefore applies hedge accounting
treatment.

Hedges used by BankUnited to offset interest
costs from fixed long-term debt are treated as qualifying fair
value hedges. The accounting treatment for fair value hedges is
to record the change in fair value during the period of both the
hedge and the hedged item into current earnings. During the nine
months ended June 30, 2003, BankUnited recorded a total of
$2.6 million as a charge to non-interest income from a change in
fair value of its fair value interest rate swap hedges with an
offsetting amount to non-interest income for a change in fair
value of the hedged item. There was no ineffectiveness during
the nine month period ended June 30, 2003.

Hedges used by BankUnited to offset interest
costs from variable long-term debt, are treated as qualifying
cash flow hedges. The accounting treatment for cash flow hedges
is to record the effective portion of the gain or loss on the
hedge as a component of other comprehensive income, net of tax,
with an offsetting amount recorded in either other assets or
other liabilities. The amounts recorded in other accumulated
comprehensive income will be reclassified into current earnings
in the same period in which the hedged item affects earnings.
During the nine months ended June 30, 2003, BankUnited
recorded a total of $757 thousand, net of taxes, in other
comprehensive losses resulting from the effective portion of its
cash flow hedges. There was no ineffectiveness during the nine
month period ended June 30, 2003. BankUnited expects $232
thousand of the amounts currently reported in other
comprehensive income related to cash flow hedges to be
reclassified into earnings within the next twelve months.

During the second quarter of fiscal 2003,
BankUnited settled an interest rate swap which was used to hedge
the 9.60% Cumulative Trust Preferred Securities issued by
BankUnited Capital II. This settlement was made in
conjunction with the redemption of the 9.60% Trust Preferred
Securities which took place simultaneously and resulted in a
gain of $87 thousand. During the third quarter of fiscal 2003
BankUnited settled an interest rate swap which was used to hedge
the 10.25% Cumulative Trust Preferred Securities issued by
BankUnited Capital. This settlement resulted in a deferred gain
of $2.6 million. See Note 5. Trust Preferred
Securities and Junior Subordinated Deferrable Interest
Debenturesin the Financial Statements for a further
discussion of the redemption of the BankUnited Capital II
securities.

14



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

10.     Commitments
and Contingencies

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 standby letters of credit in
the amount of $9.4 million and $8.0 million as of
June 30, 2003 and September 30, 2002, respectively. In
accordance with the disclosure requirements of Financial
Accounting Standards Board (FASB) Interpretation
No. 45, approximately $3.1 million of the standby
letters of credit outstanding at June 30, 2003 were issued
subsequent to December 31, 2002. The fair value of these
instruments, which is represented by the fees earned in
connection with the standby letters of credit, are recognized in
BankUniteds financial statements. BankUniteds
exposure to credit loss in the event of non-performance by the
other party to the financial instrument for standby letters of
credit is represented by the contractual amounts of those
instruments. BankUnited uses the same credit policies in
establishing conditional obligations as those for on-balance
sheet instruments. The credit risk involved in issuing letters
of credit is essentially the same as that involved in extending
loan facilities to customers. Collateral held varies but may
include cash, accounts receivable, inventory, equipment,
marketable securities and property. Since certain letters of
credit are expected to expire without being drawn upon, they do
not necessarily represent future cash requirements.

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.

11.     Stock
Options

The new disclosure requirements under SFAS
No. 148 for interim financial statements are effective and
were adopted by BankUnited on January 1, 2003. The
following table provides the newly required disclosures for the
three and nine-month periods ended June 30, 2003 compared
to the same periods in the prior year:

|                                                                                                                                                                        |                       |                        |       |              |  |      |       |      |  |   |        |      |  |   |        |      | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ---------------------- | ----- | ------------ |  | ---- | ----- | ---- |  | - | ------ | ---- |  | - | ------ | ---- | 
|                                                                                                                                                                        |                       |                        |       |             
|                                                                                                                                                                        |                       | For the Three          |       | For the Nine
|                                                                                                                                                                        |                       | Months Ended           |       | Months Ended
|                                                                                                                                                                        |                       | June 30,               |       | June 30,    
|                                                                                                                                                                        |                       |                        |       |             
|                                                                                                                                                                        |                       | 2003                   |       | 2002         |  | 2003 |       | 2002
|                                                                                                                                                                        |                       |                        |       |              |  |      |       |     
|                                                                                                                                                                        |                       |                       
|                                                                                                                                                                        |                       | (Dollars in thousands)
|Net income, as reported                                                                                                                                                 |                       | $                      | 9,627 |              |  | $    | 7,841 |      |  | $ | 28,019 |      |  | $ | 22,243 |     
|Add: Total stock-based employee and director
    compensation expense included in net income, net of related tax
    effects                                            |                       |                        | 16    |              |  |      |      |      |  |   | 16     |      |  |   |       |     
|Deduct: Total stock-based employee and director
    compensation expense determined under the fair value based
    method for all awards, net of related tax effects(1) |                       |                        | (611  | )            |  |      | (330  | )    |  |   | (1,372 | )    |  |   | (902   | )   
|                                                                                                                                                                        |                       |                        |       |              |  |      |       |      |  |   |        |      |  |   |        |     
|Pro forma net income                                                                                                                                                    |                       | $                      | 9,032 |              |  | $    | 7,511 |      |  | $ | 26,663 |      |  | $ | 21,341 |     
|                                                                                                                                                                        |                       |                        |       |              |  |      |       |      |  |   |        |      |  |   |        |     
|Earnings per share:                                                                                                                                                     |                       |                        |       |              |  |      |       |      |  |   |        |      |  |   |        |     
|                                                                                                                                                                        | Basic  as reported   |                        | $     | 0.35         |  |      | $     | 0.31 |  |   | $      | 1.07 |  |   | $      | 0.88 | 
|                                                                                                                                                                        |                       |                        |       |              |  |      |       |      |  |   |        |      |  |   |        |     
|                                                                                                                                                                        | Basic  pro forma     |                        | $     | 0.33         |  |      | $     | 0.30 |  |   | $      | 1.02 |  |   | $      | 0.84 | 
|                                                                                                                                                                        |                       |                        |       |              |  |      |       |      |  |   |        |      |  |   |        |     
|                                                                                                                                                                        | Diluted  as reported |                        | $     | 0.33         |  |      | $     | 0.29 |  |   | $      | 0.99 |  |   | $      | 0.83 | 
|                                                                                                                                                                        |                       |                        |       |              |  |      |       |      |  |   |        |      |  |   |        |     
|                                                                                                                                                                        | Diluted  pro forma   |                        | $     | 0.31         |  |      | $     | 0.28 |  |   | $      | 0.95 |  |   | $      | 0.79 | 
|                                                                                                                                                                        |                       |                        |       |              |  |      |       |      |  |   |        |      |  |   |        |     



---



|    |                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------
|(1) | The fair value of each option has been estimated
    on the date of the grant using the Black Scholes option pricing
    model.

15



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

12.     Impact of New
Accounting Pronouncements

SFAS No. 145

In May of 2002, the FASB issued SFAS
No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections as of April 2002. Under SFAS
No. 4, all gains and losses from extinguishment of debt
were required to be aggregated and, if material, classified as
an extraordinary item, net of related income tax effect. This
was an exception to Accounting Principals Board Opinion
No. 30, Reporting the Results of
Operations  Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions (APB
No. 30), which defines extraordinary items as events
and transactions that are distinguished by their unusual nature
and by the infrequency of their occurrence.

SFAS No. 145 eliminates Statement No. 4
and, thus, the exception to applying APB No. 30 to all
gains and losses related to extinguishments of debt (other than
extinguishment of debt to satisfy sinking-fund requirements). As
a result, gains and losses from extinguishment of debt should be
classified as extraordinary items only if they meet the criteria
in APB No. 30. Applying APB No. 30 will distinguish
transactions that are part of an entitys recurring
operations from those that are unusual or infrequent in nature
or that meet the criteria for classification as an extraordinary
item. The provisions of SFAS No. 145 related to the
rescission of Statement No. 4 shall be applied in fiscal
years beginning after May 15, 2002. BankUnited adopted the
provisions of SFAS No. 145 related to the rescission of
Statement No. 4 beginning October 1, 2002, which
resulted in a reclassification of extraordinary item related to
early extinguishment of debt, to non-interest income in the
consolidated statement of operations for prior periods.

SFAS No. 148

In December of 2002, the FASB issued SFAS
No. 148, Accounting for Stock Based
Compensation  Transition and Disclosure. Under
SFAS No. 148, alternative methods of transition are
provided for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements
of SFAS 123, Accounting for Stock Based Compensation
to require prominent disclosures in both annual and interim
financial statements about the method of accounting for
stock-based employee compensation and the effect of the method
used on reported results.

As permitted by SFAS No. 123, BankUnited
continues to follow the intrinsic value method of accounting for
stock-based compensation under the provisions of Accounting
Principles Board (APB) No. 25, Accounting
for Stock Issued to Employees. Accordingly, the
alternative methods of transition for the fair value based
method of accounting for stock-based employee compensation
provided by SFAS No. 148 do not apply to BankUnited.
BankUnited is required under the provisions of SFAS No. 148
amending SFAS 123 and APB No. 28, Interim Financial
Reporting, to provide additional disclosures in both
annual and interim financial statements. See note 11. Stock
Optionsfor required interim disclosures.

In January of 2003, FASB issued FASB
Interpretation No. 46 (FIN 46), an
interpretation of Accounting Research Bulletin No. 51,
Consolidated Financial Statements. FIN 46 establishes the
criteria used to identify variable interest entities and to
determine whether or not to consolidate a variable interest
entity. Under the criteria established by FIN 46, BankUnited
believes it will be required to de-consolidate its trust
subsidiaries, however management is still evaluating this
interpretation. The result will be to recognize investments in
its Trust Subsidiaries in other assets and to report the amount
of subordinated debentures issued by BankUnited Financial
Corporation to its Trust Subsidiaries in the liability section
of BankUniteds Consolidated Statement of Financial
Condition. Prior to FIN 46, BankUnited eliminated the
investments in all of its Trust Subsidiaries and reported Trust
Preferred Securities in the liability section of
BankUniteds Consolidated Statement of Financial Condition.
This interpretation is effective immediately

16



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##### Table of Contents



BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES


CONDENSED NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

for variable interest entities created after
January 31, 2003 and in the first fiscal year or interim
period beginning after June 15, 2003, for variable interest
entities in which a variable interest was acquired prior to
February 1, 2003.

SFAS No. 149

In April of 2003, the FASB issued SFAS
No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS
No. 149 clarifies certain issues and amends definitions
contained in SFAS 133 to ensure that contracts with
comparable characteristics are accounted for similarly. Although
applicable to BankUnited, management does not expect that SFAS
No. 149 will have a significant impact on its consolidated
financial condition or results of operations.

SFAS No. 150

In May of 2003, the FASB issued SFAS
No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity. SFAS
No. 150 establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics
of both liability and equity. Although applicable to BankUnited,
management does not expect that SFAS No. 150 will have a
significant impact on its consolidated financial condition or
results of operations.

13.     Related Party
Transactions

The Bank, as an insured depository institution as
defined under Section 3 of the Federal Deposit Investment
Act, extends loans to directors, officers and employees, as well
as to members of their immediate families and their affiliates.
The following discussion pertains to significant changes to
related party transactions during the nine month period ending
June 30, 2003. As of June 30, 2003, there were
approximately $3.5 million in loans receivable from an
entity in which a director has interests. As of
September 30, 2002 there were approximately $1 million in
loans receivables from entities in which two directors have
interests. These loans and their terms have been reviewed and
approved by the Banks board of directors.

As of June 30, 2003, BankUnited had loans
receivable from BankUniteds executive officers in the
aggregate amount of $2.4 million. Loans receivable from
executive officers as of September 30, 2002 were $986
thousand. These loans are secured by each executives
primary residence.

During the quarter ended June 30, 2003 a
related party interest was terminated by the sale of a property
on which BankUnited has a branch office. The property was
previously owned indirectly by a partnership in which the Chief
Executive Officer has a 25% interest.

17



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##### 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 and its subsidiaries 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 and nine-month
periods ended June 30, 2003 and 2002 and consolidated
financial condition as of June 30, 2003. 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 for the year
ended September 30, 2002.

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,
should, 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,
    deposit growth, and other performance measures;          
|
| |  | Expansion of operations, including branch
    openings, entrance into new markets, development of products and
    services and plans for new marketing strategies; and
|
| |  | Discussions on the outlook of the economy.                                                                                                                             

BankUnited cautions readers not to place undue
reliance on any such forward-looking statements, which speak
only as of the date made, and are not historical facts. Actual
results may differ materially from the results discussed in
these forward-looking statements due to the following factors,
among other things: general economic conditions, either
nationally or regionally; changes or fluctuations in the
interest rate environment; a deterioration in credit quality
and/or a reduced demand for credit; reduced deposit flows and
loan demand; competition from other financial services companies
in our markets; legislative or regulatory changes, including
changes in accounting standards, guidelines and policies;
changes in the regulation of financial services companies; the
issuance or redemption of additional equity or debt securities;
the concentration of operations in south Florida, if the Florida
economy or real estate values decline; and the threat and impact
of war and terrorism. BankUnited cautions that the foregoing
factors are not exclusive. BankUnited does not undertake, and
specifically disclaims, any obligations to publicly release the
result of any updates which might be made to any forward-looking
statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such
statements.

Critical Accounting Policies

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. Managements greatest
challenge in implementing its policies is the need to make
estimates about the effect of matters that are inherently less
than certain. Critical accounting policies applied by BankUnited
are those that relate to the loan portfolio, which includes the
allowance for loan losses and the valuation of mortgage
servicing rights pertaining to the sale or securitization of
mortgage loans. A variety of estimates impact the carrying value
of the loan portfolio, including the amount of the allowance for
loan losses, the placement of loans on non-accrual status, and
the valuation of loans held for sale and mortgage servicing
rights. On a periodic basis, management obtains a valuation of
mortgage servicing rights from an independent third party.

For a more detailed discussion on these critical
accounting policies, see Critical Accounting
Policies on page 21 of BankUniteds Annual Report on
Form 10-K/A for the year ended September 30, 2002.

18



---



##### Table of Contents



Fiscal 2003 Developments

On February 3, 2003, BankUnited announced
the addition of Sharon A. Brown as an independent member of its
Board of Directors. Ms. Brown will serve on the Audit
Committee and will qualify as an audit committee financial
expert in compliance with rules adopted by the Securities
and Exchange Commission. Through July 31, 2003
Ms. Brown was Director of Alumni and External Affairs for
the University of Miami School of Business Administration and
previously served as Assistant Dean for Administration and
Development. Ms. Brown was a partner at Coopers &
Lybrand, where she worked for 25 years, prior to joining
the University of Miami in 1992. At Coopers & Lybrand,
Ms. Browns clients included financial institutions,
non-profit organizations and major organizations in government
and education. She advised senior management on accounting,
auditing, financial, and operations issues, and developed
expertise in financial reporting, internal control reviews,
major financing, acquisition reviews and other areas. She became
a partner of that firm in 1979. Ms. Brown is a member of
the Audit Committee of the School Board of Miami-Dade County,
and served on the five-member citizen board appointed by Florida
Governor Chiles in 1998 to oversee the financial recovery of the
City of Miami. Ms. Brown is a long-standing member of the
Florida Institute of Certified Public Accountants where she has
chaired various committees, including County Agency Audits,
State and Local Government, Relations with Financial
Institutions, and Structure and Governance. She also served as
the organizations President in 1986. The Florida House of
Representatives recognized Ms. Brown for her service as
president of the FICPA and for having devoted most of her
professional career to improving the quality and integrity of
local governmental audits.

BankUnited was added to the S&P SmallCap 600
GICS (Global Industry Classification Standard) Banks
sub-industry after the close of trading on February 4,
2003. The S&P SmallCap 600 Index consists of 600 domestic
stocks chosen for market size, liquidity and industry group
representation. BankUnited was selected for inclusion in the
NASDAQ Financial-100 Index, effective June 23, 2003. The
NASDAQ Financial-100 Index includes the 100 largest domestic and
international financial organizations listed on the NASDAQ Stock
Market based on market capitalization. The index contains banks
and savings institutions and related holding companies,
insurance companies, broker-dealers, investment companies and
financial services organizations.

BankUnited believes that the branch network will
continue to play a vital role in building banking relationships
and toward this objective has opened its 42nd branch location
subsequent to the 3rd quarter of fiscal 2003 in the Palm Beach
County community of Palm Beach Gardens and a wholesale lending
office in the state of Maryland during the 3rd quarter of fiscal
2003. BankUnited intends to open four additional full-service
branches by the end of the calendar year.

In April 2003, BankUnited launched its
micro-market strategy for the retail banking operation. The
initiative, which divided the companys marketplace into
micro markets, is designed to provide BankUnited customers with
an even greater level of high-touch service and to enhance
community ties. Emphasizing that it is a true market-driven
strategy, BankUnited has empowered its micro-market managers
with enhanced decision making abilities, greater latitude in
community sponsorship and involvement, and customer-centric
promotions and product bundles. By offering our customers the
advantages of community-bank service, localized decision making,
and market-savvy bankers backed by BankUniteds asset
strength and broad product array, we hope to increase our market
penetration. BankUnited intends to continue to carve a niche by
offering more products and services than our community bank
competitors, and more personalized and flexible service than our
larger regional competitors.

BankUnited issued 3,936,500 shares of its
Class A Common Stock at a price of $18.50 per share in its
public offering, which closed on May 28, 2003. This
includes 436,500 shares purchased by the underwriters, pursuant
to an exercise of a portion of their over-allotment option.
Gross proceeds from this equity offering were $72.8 million.

19



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##### Table of Contents



Results of Operations



| |                                                                                 
| | --------------------------------------------------------------------------------
| | For the Three Months Ended June 30,
    2003 Compared to the Same Period in 2002



| |        
| | -------
| | General

Net income was $9.6 million for the three
months ended June 30, 2003, a 23% increase compared to
$7.8 million for the same period in 2002. Basic and diluted
earnings per share for the quarter were $0.35 and $0.33,
respectively, versus $0.31 and $0.29, respectively, for the same
period in 2002.



| |                                
| | -------------------------------
| | Analysis of Net Interest Income

The following discussion of net interest
income should be reviewed in conjunction with theYields Earned and Rates Paidand Rate/Volume Analysis
tables.

Net interest income represents the difference
between income on interest-earning assets and expense on
interest-bearing liabilities. 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
annualized interest income or expense for the period by the
average balance of the appropriate balance sheet item during the
period. Net interest margin is calculated by dividing annualized
net interest income by average interest-earning assets.
Non-accrual loans are included in asset balances for the
appropriate period, 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 regulatory requirements. The yields
and net interest margins have been calculated on a pre-tax basis.

20



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##### Table of Contents





| |                             
| | ----------------------------
| | Yields Earned and Rates Paid

|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |      |      |  
|----------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------- | ------- | --------- | --------- | --------- | ------ | ------- | ------ | -------- | ---- | --------- | ---- | - | ------- | --------- | --------- | - | ------ | ------ | ------ |  | ---- | ---- | ---- | -
|                                                                        |                                                                                          |                                    
|                                                                        |                                                                                          | For the Three Months Ended June 30,
|                                                                        |                                                                                          |                                    
|                                                                        |                                                                                          |                                     |         |          
|                                                                        |                                                                                          | 2003                                |         | 2002     
|                                                                        |                                                                                          |                                     |         |          
|                                                                        |                                                                                          | Average                             |         |           |           | Yield/(1) |        | Average |        |          |      | Yield/(1)
|                                                                        |                                                                                          | Balance                             |         | Interest  |           | Rate      |        | Balance |        | Interest |      | Rate     
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |          
|                                                                        |                                                                                          |                                    
|                                                                        |                                                                                          | (Dollars in thousands)             
|Interest-earning assets:                                                |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|                                                                        | Loans receivable, net(2)                                                                 |                                     | $       | 4,074,481 |           |           | $      | 56,699  |        |          |      | 5.57      | %    |   | $       | 3,799,152 |           |   | $      | 61,959 |        |  |      | 6.53 | %   
|                                                                        | Mortgage-backed securities                                                               |                                     |         | 1,859,634 |           |           |        | 17,796  |        |          |      | 3.83      | %    |   |         | 1,149,776 |           |   |        | 16,796 |        |  |      | 5.84 | %   
|                                                                        | Short-term investments(3)                                                                |                                     |         | 21,183    |           |           |        | 113     |        |          |      | 2.11      | %    |   |         | 20,597    |           |   |        | 169    |        |  |      | 3.25 | %   
|                                                                        | Long-term investments and FHLB stock(4)                                                  |                                     |         | 350,010   |           |           |        | 3,922   |        |          |      | 4.48      | %    |   |         | 220,948   |           |   |        | 2,762  |        |  |      | 5.00 | %   
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|                                                                        |                                                                                          | Total interest-earning assets       |         |           | 6,305,308 |           |        |         | 78,530 |          |      |           | 4.98 | % |         |           | 5,190,473 |   |        |        | 81,686 |  |      |      | 6.30 | %
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|Interest-bearing liabilities:                                           |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|                                                                        | NOW/Money market                                                                         |                                     |         | 579,712   |           |           |        | 1,224   |        |          |      | 0.85      | %    |   |         | 415,432   |           |   |        | 1,549  |        |  |      | 1.50 | %   
|                                                                        | Savings                                                                                  |                                     |         | 778,996   |           |           |        | 3,228   |        |          |      | 1.66      | %    |   |         | 739,814   |           |   |        | 4,963  |        |  |      | 2.69 | %   
|                                                                        | Certificates of deposit                                                                  |                                     |         | 1,719,289 |           |           |        | 15,263  |        |          |      | 3.56      | %    |   |         | 1,783,597 |           |   |        | 19,327 |        |  |      | 4.35 | %   
|                                                                        | Trust preferred securities and junior
    subordinated deferrable interest debentures(5) |                                     |         | 266,262   |           |           |        | 4,922   |        |          |      | 7.39      | %    |   |         | 232,628   |           |   |        | 4,879  |        |  |      | 8.39 | %   
|                                                                        | Senior notes                                                                             |                                     |         | 200,000   |           |           |        | 2,796   |        |          |      | 5.59      | %    |   |         | 200,000   |           |   |        | 2,834  |        |  |      | 5.67 | %   
|                                                                        | FHLB advances and other borrowings                                                       |                                     |         | 2,533,910 |           |           |        | 22,739  |        |          |      | 3.55      | %    |   |         | 1,630,584 |           |   |        | 20,156 |        |  |      | 4.89 | %   
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|                                                                        |                                                                                          | Total interest-bearing liabilities  |         | $         | 6,078,169 |           |        | $       | 50,172 |          |      |           | 3.29 | % |         | $         | 5,002,055 |   |        | $      | 53,708 |  |      |      | 4.28 | %
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|Excess of interest-earning assets over
    interest-bearing liabilities |                                                                                          | $                                   | 227,139 |           |           |           |        |         |        |          |      |           |      | $ | 188,418 |           |           |   |        |        |        |  |      |     
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|Net interest income                                                     |                                                                                          |                                     |         |           |           | $         | 28,358 |         |        |          |      |           |      |   |         |           |           | $ | 27,978 |        |        |  |      |     
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|Interest rate spread                                                    |                                                                                          |                                     |         |           |           |           |        |         |        |          | 1.69 | %         |      |   |         |           |           |   |        |        |        |  | 2.02 | %   
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|Net interest margin                                                     |                                                                                          |                                     |         |           |           |           |        |         |        |          | 1.81 | %         |      |   |         |           |           |   |        |        |        |  | 2.17 | %   
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     
|Ratio of interest-earning assets to
    interest-bearing liabilities    |                                                                                          |                                     | 103.74  | %         |           |           |        |         |        |          |      |           |      |   | 103.77  | %         |           |   |        |        |        |  |      |     
|                                                                        |                                                                                          |                                     |         |           |           |           |        |         |        |          |      |           |      |   |         |           |           |   |        |        |        |  |      |     



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | 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, during the three-month periods ended June 30,
    2003 and 2002, and do not include any estimates of the effect
    that accelerated amortization of premiums or discounts would
    have on the yields earned.
|   
|(2) | Includes average non-accruing loans of
    $45 million and $26 million for the three months ended
    June 30, 2003 and 2002, respectively. The yields on loans
    receivable, net include amortization of loan fees.                                                                                                                                                                                                                                           
|   
|(3) | Short-term investments include FHLB overnight
    deposits, federal funds sold, and securities purchased under
    agreements to resell.                                                                                                                                                                                                                                                                                                                         
|   
|(4) | Long-term investments include agency securities
    and Trust Preferred Securities of other issuers.                                                                                                                                                                                                                                                                                                                                                             
|   
|(5) | Interest and rates include the effect of interest
    rate swaps.                                                                                                                                                                                                                                                                                                                                                                                                

21



---



##### Table of Contents





| |                     
| | --------------------
| | 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. For each category of
interest-earning assets and interest-bearing liabilities,
information is provided on the 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); (iii) changes in rate/volume (change
in rate multiplied by change in volume); and (iv) total
changes in rate and volume.

|                                           |                                                                                          |                                           |       |         |        |          |        |            |         |   |        |        |        |   |     |        |        |  
|------------------------------------------ | ---------------------------------------------------------------------------------------- | ----------------------------------------- | ----- | ------- | ------ | -------- | ------ | ---------- | ------- | - | ------ | ------ | ------ | - | --- | ------ | ------ | -
|                                           |                                                                                          |                                          
|                                           |                                                                                          | For the Three Month Period Ended June 30,
|                                           |                                                                                          | 2003 vs. 2002                            
|                                           |                                                                                          |                                          
|                                           |                                                                                          |                                          
|                                           |                                                                                          | Increase (Decrease) Due to               
|                                           |                                                                                          |                                          
|                                           |                                                                                          | Changes                                   |       |         |        | Changes  |        | Total     
|                                           |                                                                                          | in                                        |       | Changes |        | in Rate/ |        | Increase  
|                                           |                                                                                          | Volume                                    |       | in Rate |        | Volume   |        | (Decrease)
|                                           |                                                                                          |                                           |       |         |        |          |        |           
|                                           |                                                                                          |                                          
|                                           |                                                                                          | (Dollars in thousands)                   
|Interest income attributable to:           |                                                                                          |                                           |       |         |        |          |        |            |         |   |        |        |        |   |     |       
|                                           | Loans receivable, net                                                                    |                                           | $     | 4,495   |        |          | $      | (9,118     | )       |   | $      | (637   | )      |   | $   | (5,260 | )     
|                                           | Mortgage-backed securities                                                               |                                           |       | 10,364  |        |          |        | (5,778     | )       |   |        | (3,586 | )      |   |     | 1,000  |       
|                                           | Short-term investments(1)                                                                |                                           |       | 5       |        |          |        | (59        | )       |   |        | (2     | )      |   |     | (56    | )     
|                                           | Long-term investments and FHLB stock(2)                                                  |                                           |       | 1,613   |        |          |        | (282       | )       |   |        | (171   | )      |   |     | 1,160  |       
|                                           |                                                                                          |                                           |       |         |        |          |        |            |         |   |        |        |        |   |     |       
|                                           |                                                                                          | Total interest-earning assets             |       |         | 16,477 |          |        |            | (15,237 | ) |        |        | (4,396 | ) |     |        | (3,156 | )
|                                           |                                                                                          |                                           |       |         |        |          |        |            |         |   |        |        |        |   |     |       
|Interest expense attributable to:          |                                                                                          |                                           |       |         |        |          |        |            |         |   |        |        |        |   |     |       
|                                           | NOW/Money market                                                                         |                                           |       | 616     |        |          |        | (675       | )       |   |        | (266   | )      |   |     | (325   | )     
|                                           | Savings                                                                                  |                                           |       | 263     |        |          |        | (1,905     | )       |   |        | (93    | )      |   |     | (1,735 | )     
|                                           | Certificates of deposit                                                                  |                                           |       | (699    | )      |          |        | (3,523     | )       |   |        | 158    |        |   |     | (4,064 | )     
|                                           | Trust Preferred Securities and junior
    subordinated deferrable interest debentures(3) |                                           |       | 705     |        |          |        | (582       | )       |   |        | (80    | )      |   |     | 43     |       
|                                           | Senior notes                                                                             |                                           |       |        |        |          |        | (40        | )       |   |        | 2      |        |   |     | (38    | )     
|                                           | FHLB advances and other borrowings                                                       |                                           |       | 11,043  |        |          |        | (5,462     | )       |   |        | (2,998 | )      |   |     | 2,583  |       
|                                           |                                                                                          |                                           |       |         |        |          |        |            |         |   |        |        |        |   |     |       
|                                           |                                                                                          | Total interest-bearing liabilities        |       |         | 11,928 |          |        |            | (12,187 | ) |        |        | (3,277 | ) |     |        | (3,536 | )
|                                           |                                                                                          |                                           |       |         |        |          |        |            |         |   |        |        |        |   |     |       
|Increase (decrease) in net interest income |                                                                                          | $                                         | 4,549 |         |        | $        | (3,050 | )          |         | $ | (1,119 | )      |        | $ | 380 |       
|                                           |                                                                                          |                                           |       |         |        |          |        |            |         |   |        |        |        |   |     |       



---



|    |                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(1) | Short-term investments include FHLB overnight
    deposits, federal funds sold, and securities purchased under
    agreements to resell.
|   
|(2) | Long-term investments include agency securities
    and Trust Preferred Securities of other issuers.                                    
|   
|(3) | Includes the effect of interest rate swaps.                                                                                             

While BankUnited anticipates future improvement,
the sustained pressure of high industry-wide levels of
residential loan pre-payments coupled with market pressure to
competitively price deposits resulted in a net interest margin
of 1.81% for the three months ended June 30, 2003, compared
to 2.17% for the same period in 2002.

The average balances of loans, mortgage-backed
securities, and FHLB stock increased significantly during the
three months ended June 30, 2003 compared to the same
period in 2002. These increases generated sufficient interest
income due to changes in volume to help offset the margin
compression experienced during the quarter. The result was an
increase in net interest income of $380 thousand for the
three months ended June 30, 2003 as compared to the same
period in 2002.

While it is difficult to predict interest rate
levels, we are cautiously optimistic that our net interest
margin should begin to improve over the next several quarters as
certain trends continue, and as

22



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##### Table of Contents



BankUnited takes proactive measures. Some of the
measures that we have taken and possible favorable trends which
should help to effect this improvement are:




| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Effecting growth in core deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | Increasing non-interest bearing deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  | Capitalizing on deposit re-pricing opportunities.
    Given the lagging nature of time deposit re-pricing, we have an
    opportunity to continue to lower our time deposit cost of funds
    over the next several quarters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Expanding the portfolio of loans originated by
    BankUnited. BankUniteds portfolio of bank-originated loans
    grew by $171 million, or 5% from the quarter ended
    March 31, 2003. This growth should help to expand net
    interest margin. Management sees tremendous benefit to
    increasing its portfolio of self-originated loans. These loans
    are slower to pre-pay, and offer BankUnited significant
    cross-selling opportunities. Successful execution of this
    strategy should allow BankUnited to overcome the pressure of
    pre-payments on its margin in the long term.                                                                                                                                                                                                                                                                                                                
|
| |  | Eventual run-off of previously purchased
    residential loans serviced by others (LSBO); BankUniteds
    LSBO portfolio has received the hardest impact from the trend in
    pre-payments. This portfolio, which stood at $692 million
    at September 30, 2002, continues to be pre-paid at a rate
    more than double that of the Banks self-originated
    residential portfolio, and at quarter end had a balance of
    $278 million. BankUnited has followed a policy of allowing
    the LSBO portfolio to run off, replacing them with loans
    originated by BankUnited. We expect the significant pressure on
    our net interest margin resulting from the pre-payments on the
    LSBO portfolio to subside during the next several quarters.
    Until full depletion of the portfolio, management expects that
    pre-payments will continue to have an adverse effect on net
    interest margin.
|
| |  | Targeting consumer and commercial loan growth and
    diversification of the portfolio; management continues to
    implement proven consumer and commercial lending strategies to
    grow and diversify the Banks loan portfolio. The result of
    our lending strategies, as shown through record production in
    key areas, should serve to ease margin pressures, especially in
    light of our focus on gathering lower-cost deposits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Asset sensitive balance sheet; BankUnited
    maintains as asset sensitive position allowing us to re-price
    our assets faster than our liabilities in a rising interest rate
    environment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Strategically reducing high-interest debt.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

23



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##### Table of Contents





| |                                                 
| | ------------------------------------------------
| | Analysis of Non-Interest Income and
    Expenses

|                     |                                                                          |                           |   |        |        |        |   |       |       |  |   |       |       |  |  |         |       |  
|-------------------- | ------------------------------------------------------------------------ | ------------------------- | - | ------ | ------ | ------ | - | ----- | ----- |  | - | ----- | ----- |  |  | ------- | ----- | -
|                     |                                                                          |                           |   |        |        |       
|                     |                                                                          | For the Three             |   |        |        |       
|                     |                                                                          | Months Ended              |   |        |        |       
|                     |                                                                          | June 30,                  |   |        |        |       
|                     |                                                                          |                           |   |       
|                     |                                                                          | 2003                      |   | 2002   |        | Change
|                     |                                                                          |                           |   |        |        |       
|                     |                                                                          |                           |   |        |        |        |   |      
|                     |                                                                          |                          
|                     |                                                                          | (Dollars in thousands)   
|Non-interest income: |                                                                          |                           |   |        |        |        |   |       |       |  |   |       |       |  |  |        
|                     | Loan servicing fees, net of amortization                                 |                           | $ | (1,346 | )      |        | $ | (632  | )     |  | $ | (714  | )     |  |  | (113.0  | )%   
|                     | Loan fees                                                                |                           |   | 1,372  |        |        |   | 847   |       |  |   | 525   |       |  |  | 62.0    | %    
|                     | Deposit fees                                                             |                           |   | 1,017  |        |        |   | 843   |       |  |   | 174   |       |  |  | 20.6    | %    
|                     | Other fees                                                               |                           |   | 410    |        |        |   | 287   |       |  |   | 123   |       |  |  | 42.9    | %    
|                     | Net gain (loss) on sale of investment and
    mortgage-backed securities |                           |   | 4,085  |        |        |   | (295  | )     |  |   | 4,380 |       |  |  | 1,484.7 | %    
|                     | Net gain on sale of loans and other assets                               |                           |   | 2,555  |        |        |   | 1,442 |       |  |   | 1,113 |       |  |  | 77.2    | %    
|                     | Insurance and investment services income                                 |                           |   | 771    |        |        |   | 844   |       |  |   | (73   | )     |  |  | (8.6    | )%   
|                     | Other                                                                    |                           |   | 1,158  |        |        |   | 951   |       |  |   | 207   |       |  |  | 21.8    | %    
|                     |                                                                          |                           |   |        |        |        |   |       |       |  |   |       |       |  |  |        
|                     |                                                                          | Total non-interest income |   | $      | 10,022 |        |   | $     | 4,287 |  |   | $     | 5,735 |  |  |         | 133.8 | %
|                     |                                                                          |                           |   |        |        |        |   |       |       |  |   |       |       |  |  |        

Non-interest income reached $10.0 million for the
three months ended June 30, 2003, which is an increase of
133.8%, or $5.7 million over the same period in the prior year.
The decrease of $714 thousand in loan servicing fees, net of
amortization includes an increase in loan servicing fees of $231
thousand, offset by an increase in the amortization of mortgage
servicing rights of $945 thousand. The increase in amortization
of mortgage servicing rights is largely the result of a high
level of pre-payments occurring during the quarter in the
current low interest rate environment. The increase in loan
servicing fees reflects a general growth in loans serviced for
others by BankUnited.

Loan fees, which include late-payment fees and
pre-payment penalties, increased by $525 thousand, or 62%, for
the three months ended June 30, 2003 compared to the same
period in the prior year; this increase reflects the high level
of pre-payments discussed above. The increase in deposit fees of
$174 thousand, or 20.6%, is the direct result of growth in core
deposits, particularly non-interest bearing accounts. Other fees
have increased by $123 thousand, or 42.9%, compared to the same
period in the prior year. We expect continued improvement in
generating fees as we focus on expanding our banking office
locations, strengthen our commercial relationships, and as our
micro-market strategy begins to build momentum.

BankUnited realized a total of $4.1 million in
net gains on the sale of investments and mortgage-backed
securities during the three months ended June 30, 2003. Included
in that figure is a $4.3 million gain resulting from the sale of
$203 million of mortgage-backed securities. These sales were
outside of BankUniteds securitization activities, which
includes originating and securitizing loans with the intention
to sell the resulting securities. Management concluded that the
realizable value upon sale represented greater value than
holding those securities. In addition to these sales, BankUnited
realized $2.6 million in gains upon the sale of loans and
other assets.

Other income of $1.1 million for the three
months ended June 30, 2003 includes an increase in the cash
surrender value of bank-owned life insurance policies of $983
thousand. The increase in cash surrender value during the three
months ended June 30, 2003 was $218 thousand greater than
it was for the same period in 2002, which is mostly an
indication of the increase in coverage.

24



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##### Table of Contents



|                       |                                              |                             |   |       |        |        |   |       |        |  |   |       |       |  |  |       |      |  
|---------------------- | -------------------------------------------- | --------------------------- | - | ----- | ------ | ------ | - | ----- | ------ |  | - | ----- | ----- |  |  | ----- | ---- | -
|                       |                                              |                             |   |       |        |       
|                       |                                              | For the Three Months        |   |       |        |       
|                       |                                              | Ended June 30,              |   |       |        |       
|                       |                                              |                             |   |      
|                       |                                              | 2003                        |   | 2002  |        | Change
|                       |                                              |                             |   |       |        |       
|                       |                                              |                             |   |       |        |        |   |      
|                       |                                              |                            
|                       |                                              | (Dollars in thousands)     
|Non-interest expenses: |                                              |                             |   |       |        |        |   |       |        |  |   |       |       |  |  |      
|                       | Employee compensation and benefits           |                             | $ | 9,569 |        |        | $ | 7,891 |        |  | $ | 1,678 |       |  |  | 21.3  | %   
|                       | Occupancy and equipment                      |                             |   | 3,172 |        |        |   | 2,863 |        |  |   | 309   |       |  |  | 10.8  | %   
|                       | Telecommunications and data processing       |                             |   | 1,310 |        |        |   | 1,106 |        |  |   | 204   |       |  |  | 18.4  | %   
|                       | Advertising and promotion expense            |                             |   | 1,021 |        |        |   | 1,256 |        |  |   | (235  | )     |  |  | (18.7 | )%  
|                       | Professional fees  legal and
    accounting |                             |   | 864   |        |        |   | 1,851 |        |  |   | (987  | )     |  |  | (53.3 | )%  
|                       | Loan closing expense                         |                             |   | 827   |        |        |   | 705   |        |  |   | 122   |       |  |  | 17.3  | %   
|                       | Postage and courier                          |                             |   | 394   |        |        |   | 306   |        |  |   | 88    |       |  |  | 28.8  | %   
|                       | Loan servicing expense(1)                    |                             |   | 277   |        |        |   | 652   |        |  |   | (375  | )     |  |  | (57.5 | )%  
|                       | Insurance                                    |                             |   | 304   |        |        |   | 261   |        |  |   | 43    |       |  |  | 16.5  | %   
|                       | Other operating expenses                     |                             |   | 4,940 |        |        |   | 1,204 |        |  |   | 3,736 |       |  |  | 310.3 | %   
|                       |                                              |                             |   |       |        |        |   |       |        |  |   |       |       |  |  |      
|                       |                                              | Total non-interest expenses |   | $     | 22,678 |        |   | $     | 18,095 |  |   | $     | 4,583 |  |  |       | 25.3 | %
|                       |                                              |                             |   |       |        |        |   |       |        |  |   |       |       |  |  |      



---



|    |                                         
|--- | ----------------------------------------
|(1) | Loan servicing expense relates to LSBOs.

Non-interest expense increased by $4.6 million
for the three months ended June 30, 2003 compared to the
same period in 2002. The largest portion of the increase was
$3.7 million charged to other operating expenses related to the
elimination of long-term debt demonstrating BankUniteds
efforts to reduce overall debt and replace existing debt with
lower cost funds. As BankUnited continues to expand its
operations, it is expected that non-interest expenses may
increase as is evidenced by the increase in employee
compensation of $1.7 million.

The decrease in the provision for income taxes
relative to income before income taxes for the three months
ended June 30, 2003, compared to 2002, reflects a change in
BankUniteds effective tax rate due to new tax planning
strategies.

For
the Nine Months Ended June 30, 2003 Compared to the Same
Period in 2002



| |        
| | -------
| | General

Net income for the first nine months of fiscal
2003 was $28.0 million compared to $22.2 million for
the same period last year, a 26% increase. Basic and diluted
earnings per share for the nine months ended June 30, 2003,
were $1.07 and $0.99, respectively, versus $0.88 and $0.83,
respectively, for the same period in the prior year. This
represents increases of 22% and 19% for basic and diluted
earnings per share, respectively.

25



---



##### Table of Contents





| |                                
| | -------------------------------
| | Analysis of Net Interest Income



| |                             
| | ----------------------------
| | Yields Earned and Rates Paid

|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |      |      |  
|----------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ---------------------------------- | ------- | --------- | --------- | --------- | ------ | ------- | ------- | -------- | ---- | --------- | ---- | - | ------- | --------- | --------- | - | ------ | ------- | ------- |  | ---- | ---- | ---- | -
|                                                                        |                                                                                          |                                   
|                                                                        |                                                                                          | For the Nine Months Ended June 30,
|                                                                        |                                                                                          |                                   
|                                                                        |                                                                                          |                                    |         |          
|                                                                        |                                                                                          | 2003                               |         | 2002     
|                                                                        |                                                                                          |                                    |         |          
|                                                                        |                                                                                          | Average                            |         |           |           | Yield/(1) |        | Average |         |          |      | Yield/(1)
|                                                                        |                                                                                          | Balance                            |         | Interest  |           | Rate      |        | Balance |         | Interest |      | Rate     
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |          
|                                                                        |                                                                                          |                                   
|                                                                        |                                                                                          | (Dollars in thousands)            
|Interest-earning assets:                                                |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|                                                                        | Loans receivable, net(2)                                                                 |                                    | $       | 4,039,442 |           |           | $      | 176,333 |         |          |      | 5.82      | %    |   | $       | 3,858,299 |           |   | $      | 192,207 |         |  |      | 6.64 | %   
|                                                                        | Mortgage-backed securities                                                               |                                    |         | 1,617,548 |           |           |        | 50,763  |         |          |      | 4.18      | %    |   |         | 1,007,113 |           |   |        | 45,429  |         |  |      | 6.01 | %   
|                                                                        | Short-term investments(3)                                                                |                                    |         | 15,919    |           |           |        | 340     |         |          |      | 2.81      | %    |   |         | 19,237    |           |   |        | 483     |         |  |      | 3.31 | %   
|                                                                        | Long-term investments and FHLB stock(4)                                                  |                                    |         | 301,428   |           |           |        | 10,644  |         |          |      | 4.71      | %    |   |         | 211,951   |           |   |        | 8,605   |         |  |      | 5.42 | %   
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|                                                                        |                                                                                          | Total interest-earning assets      |         |           | 5,974,337 |           |        |         | 238,080 |          |      |           | 5.31 | % |         |           | 5,096,600 |   |        |         | 246,724 |  |      |      | 6.46 | %
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|Interest-bearing liabilities:                                           |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|                                                                        | NOW/Money markets                                                                        |                                    |         | 552,514   |           |           |        | 4,311   |         |          |      | 1.04      | %    |   |         | 372,202   |           |   |        | 4,043   |         |  |      | 1.45 | %   
|                                                                        | Savings                                                                                  |                                    |         | 740,458   |           |           |        | 10,460  |         |          |      | 1.89      | %    |   |         | 702,885   |           |   |        | 14,767  |         |  |      | 2.81 | %   
|                                                                        | Certificates of deposit                                                                  |                                    |         | 1,750,181 |           |           |        | 48,700  |         |          |      | 3.72      | %    |   |         | 1,763,043 |           |   |        | 61,832  |         |  |      | 4.69 | %   
|                                                                        | Trust preferred securities and junior
    subordinated deferrable interest debentures(5) |                                    |         | 273,423   |           |           |        | 15,057  |         |          |      | 7.34      | %    |   |         | 217,569   |           |   |        | 14,753  |         |  |      | 9.04 | %   
|                                                                        | Senior notes                                                                             |                                    |         | 200,000   |           |           |        | 8,408   |         |          |      | 5.61      | %    |   |         | 200,000   |           |   |        | 8,498   |         |  |      | 5.67 | %   
|                                                                        | FHLB advances and other borrowings                                                       |                                    |         | 2,250,642 |           |           |        | 65,013  |         |          |      | 3.81      | %    |   |         | 1,653,230 |           |   |        | 60,858  |         |  |      | 4.85 | %   
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|                                                                        |                                                                                          | Total interest-bearing liabilities |         | $         | 5,767,218 |           |        | $       | 151,949 |          |      |           | 3.50 | % |         | $         | 4,908,929 |   |        | $       | 164,751 |  |      |      | 4.46 | %
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|Excess of interest-earning assets over
    interest-bearing liabilities |                                                                                          | $                                  | 207,119 |           |           |           |        |         |         |          |      |           |      | $ | 187,671 |           |           |   |        |         |         |  |      |     
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|Net interest income                                                     |                                                                                          |                                    |         |           |           | $         | 86,131 |         |         |          |      |           |      |   |         |           |           | $ | 81,973 |         |         |  |      |     
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|Interest rate spread                                                    |                                                                                          |                                    |         |           |           |           |        |         |         |          | 1.81 | %         |      |   |         |           |           |   |        |         |         |  | 2.00 | %   
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|Net interest margin                                                     |                                                                                          |                                    |         |           |           |           |        |         |         |          | 1.94 | %         |      |   |         |           |           |   |        |         |         |  | 2.16 | %   
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     
|Ratio of interest-earning assets to
    interest-bearing liabilities    |                                                                                          |                                    | 103.59  | %         |           |           |        |         |         |          |      |           |      |   | 103.82  | %         |           |   |        |         |         |  |      |     
|                                                                        |                                                                                          |                                    |         |           |           |           |        |         |         |          |      |           |      |   |         |           |           |   |        |         |         |  |      |     



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | 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, during the nine-month periods ended June 30,
    2003 and 2002 and do not include any estimates of the effect
    that accelerated amortization of purchased premiums or discounts
    would have on the yields earned.
|   
|(2) | Includes average non-accruing loans of
    $36 million and $27 million for the nine months ended
    June 30, 2003 and 2002, respectively. The yield on loans
    receivable, net includes amortization of loan fees.                                                                                                                                                                                                                                                    
|   
|(3) | Short-term investments include FHLB overnight
    deposits, federal funds sold, and securities purchased under
    agreements to resell.                                                                                                                                                                                                                                                                                                                                 
|   
|(4) | Long-term investments include agency securities
    and Trust Preferred Securities by other issuers.                                                                                                                                                                                                                                                                                                                                                                     
|   
|(5) | Interest and rates include the effect of interest
    rate swaps.                                                                                                                                                                                                                                                                                                                                                                                                        

26



---



##### Table of Contents





| |                     
| | --------------------
| | Rate/Volume Analysis

|                                           |                                                                                          |                                          |        |            |        |        |        |            |         |   |        |        |        |   |       |         |         |  
|------------------------------------------ | ---------------------------------------------------------------------------------------- | ---------------------------------------- | ------ | ---------- | ------ | ------ | ------ | ---------- | ------- | - | ------ | ------ | ------ | - | ----- | ------- | ------- | -
|                                           |                                                                                          |                                         
|                                           |                                                                                          | For the Nine Month Period Ended June 30,
|                                           |                                                                                          | 2003 vs. 2002                           
|                                           |                                                                                          |                                         
|                                           |                                                                                          |                                         
|                                           |                                                                                          | Increase (Decrease) Due to              
|                                           |                                                                                          |                                         
|                                           |                                                                                          |                                          |        | Changes in |        | Total 
|                                           |                                                                                          | Changes in                               |        | Changes in |        | Rate/  |        | Increase  
|                                           |                                                                                          | Volume                                   |        | Rate       |        | Volume |        | (Decrease)
|                                           |                                                                                          |                                          |        |            |        |        |        |           
|                                           |                                                                                          |                                         
|                                           |                                                                                          | (Dollars in thousands)                  
|Interest income attributable to:           |                                                                                          |                                          |        |            |        |        |        |            |         |   |        |        |        |   |       |        
|                                           | Loans receivable, net                                                                    |                                          | $      | 9,021      |        |        | $      | (23,729    | )       |   | $      | (1,166 | )      |   | $     | (15,874 | )      
|                                           | Mortgage-backed securities                                                               |                                          |        | 27,515     |        |        |        | (13,823    | )       |   |        | (8,358 | )      |   |       | 5,334   |        
|                                           | Short-term investments(1)                                                                |                                          |        | (82        | )      |        |        | (72        | )       |   |        | 11     |        |   |       | (143    | )      
|                                           | Long-term investments and FHLB stock(2)                                                  |                                          |        | 3,637      |        |        |        | (1,129     | )       |   |        | (469   | )      |   |       | 2,039   |        
|                                           |                                                                                          |                                          |        |            |        |        |        |            |         |   |        |        |        |   |       |        
|                                           |                                                                                          | Total interest-earning assets            |        |            | 40,091 |        |        |            | (38,753 | ) |        |        | (9,982 | ) |       |         | (8,644  | )
|                                           |                                                                                          |                                          |        |            |        |        |        |            |         |   |        |        |        |   |       |        
|Interest expense attributable to:          |                                                                                          |                                          |        |            |        |        |        |            |         |   |        |        |        |   |       |        
|                                           | NOW/Money Market                                                                         |                                          |        | 1,961      |        |        |        | (1,145     | )       |   |        | (548   | )      |   |       | 268     |        
|                                           | Savings                                                                                  |                                          |        | 792        |        |        |        | (4,850     | )       |   |        | (249   | )      |   |       | (4,307  | )      
|                                           | Certificates of deposit                                                                  |                                          |        | (452       | )      |        |        | (12,826    | )       |   |        | 146    |        |   |       | (13,132 | )      
|                                           | Trust preferred securities and junior
    subordinated deferrable interest debentures(3) |                                          |        | 3,787      |        |        |        | (2,774     | )       |   |        | (709   | )      |   |       | 304     |        
|                                           | Senior notes                                                                             |                                          |        |           |        |        |        | (90        | )       |   |        |       |        |   |       | (90     | )      
|                                           | FHLB advances and other borrowings                                                       |                                          |        | 21,731     |        |        |        | (12,895    | )       |   |        | (4,681 | )      |   |       | 4,155   |        
|                                           |                                                                                          |                                          |        |            |        |        |        |            |         |   |        |        |        |   |       |        
|                                           |                                                                                          | Total interest-bearing liabilities       |        |            | 27,819 |        |        |            | (34,580 | ) |        |        | (6,041 | ) |       |         | (12,802 | )
|                                           |                                                                                          |                                          |        |            |        |        |        |            |         |   |        |        |        |   |       |        
|Increase (decrease) in net interest income |                                                                                          | $                                        | 12,272 |            |        | $      | (4,173 | )          |         | $ | (3,941 | )      |        | $ | 4,158 |        
|                                           |                                                                                          |                                          |        |            |        |        |        |            |         |   |        |        |        |   |       |        



---



|    |                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(1) | Short-term investments include FHLB overnight
    deposits, federal funds sold, and securities purchased under
    agreements to resell.
|   
|(2) | Long-term investments include agency securities
    and Trust Preferred Securities by other issuers.                                    
|   
|(3) | Includes the effect of interest rate swaps.                                                                                             

As indicated in the discussion of results for the
three months ended June 30, 2003, the high levels of
residential loan pre-payments resulting from historically low
mortgage rates, coupled with market-driven competitive deposit
pricing, has resulted in compression of the net interest margin.
The net interest margin for the nine months ended June 30,
2003 was 1.94% compared to 2.16% for the same period in the
prior year. The effect of pre-payments was especially evident in
the area of LSBOs, which were purchased several years ago.
Despite the negative impacts of pre-payments, BankUnited was
able to generate $9.0 million in additional interest income
from loan volume.

The interest income generated from an increase in
average mortgage-backed securities for the nine months ended
June 30, 2003 compared to 2002 helped to reduce margin
compression by generating an additional $27.5 million in
interest income. While interest expense decreased significantly
for the nine months ended June 30, 2003 compared to 2002
due to lower deposit and borrowing rates, competition prevented
BankUnited from significantly lowering rates on deposits to
offset the reduction of yield on its assets. There was also an
increase in interest expense of $4.2 million from FHLB
advances fueled mostly by an increase in average balances.
BankUnited utilizes advances from the FHLB to fund growth mostly
in the loan and securities portfolios.

27



---



##### Table of Contents





| |                                                 
| | ------------------------------------------------
| | Analysis of Non-Interest Income and
    Expenses

|                     |                                                                   |                           |   |        |        |        |   |        |        |  |   |        |       |  |  |       |      |  
|-------------------- | ----------------------------------------------------------------- | ------------------------- | - | ------ | ------ | ------ | - | ------ | ------ |  | - | ------ | ----- |  |  | ----- | ---- | -
|                     |                                                                   |                           |   |        |        |       
|                     |                                                                   | For the Nine Months       |   |        |        |       
|                     |                                                                   | Ended June 30,            |   |        |        |       
|                     |                                                                   |                           |   |       
|                     |                                                                   | 2003                      |   | 2002   |        | Change
|                     |                                                                   |                           |   |        |        |       
|                     |                                                                   |                           |   |        |        |        |   |       
|                     |                                                                   |                          
|                     |                                                                   | (Dollars in thousands)   
|Non-interest income: |                                                                   |                           |   |        |        |        |   |        |        |  |   |        |       |  |  |      
|                     | Loan servicing fees, net of amortization                          |                           | $ | (3,228 | )      |        | $ | (1,616 | )      |  | $ | (1,612 | )     |  |  | (99.8 | )%  
|                     | Loan fees                                                         |                           |   | 3,562  |        |        |   | 2,887  |        |  |   | 675    |       |  |  | 23.4  | %   
|                     | Deposit fees                                                      |                           |   | 3,037  |        |        |   | 2,479  |        |  |   | 558    |       |  |  | 22.5  | %   
|                     | Other fees                                                        |                           |   | 1,014  |        |        |   | 726    |        |  |   | 288    |       |  |  | 39.7  | %   
|                     | Net gain on sale of investment and
    mortgage-backed securities |                           |   | 4,840  |        |        |   | 587    |        |  |   | 4,253  |       |  |  | 724.5 | %   
|                     | Net gain on sale of loans and other assets                        |                           |   | 6,323  |        |        |   | 2,954  |        |  |   | 3,369  |       |  |  | 114.0 | %   
|                     | Insurance and investment service income                           |                           |   | 2,091  |        |        |   | 3,024  |        |  |   | (933   | )     |  |  | (30.9 | )%  
|                     | Other                                                             |                           |   | 4,180  |        |        |   | 2,171  |        |  |   | 2,009  |       |  |  | 92.5  | %   
|                     |                                                                   |                           |   |        |        |        |   |        |        |  |   |        |       |  |  |      
|                     |                                                                   | Total non-interest income |   | $      | 21,819 |        |   | $      | 13,212 |  |   | $      | 8,607 |  |  |       | 65.1 | %
|                     |                                                                   |                           |   |        |        |        |   |        |        |  |   |        |       |  |  |      

Non-interest income reached $21.8 million for the
nine months ended June 30, 2003, which is an increase of
65.1%, or $8.6 million, over the same period in the prior year.
The decrease of $1.6 million in loan servicing fees, net of
amortization includes an increase in loan servicing fees of $548
thousand, offset by an increase in the amortization of mortgage
servicing rights of $2.2 million. The increase in
amortization of mortgage servicing rights is largely the result
of a high level of pre-payments during the first three quarters
of fiscal 2003 due to the current low interest rate environment.
The increase in loan servicing fees reflects a general growth in
loans serviced for others by BankUnited.

Loan fees, which include late payment fees and
pre-payment penalties, increased by $675 thousand, or
23.4%, for the nine months ended June 30, 2003 compared to
the same period in the prior year; this increase reflects the
high level of pre-payments discussed above. The increase in
deposit fees of $558 thousand, or 22.5%, is the direct result of
growth in core deposits, particularly non-interest bearing
accounts. Other fees have increased by $288 thousand, or 39.7%
compared to the same period in the prior year. We expect
continued improvement in generating fees as we focus on
expanding our banking office locations, strengthen our
commercial relationships, and as our micro-market strategy
continues to build momentum.

BankUnited realized a total of $4.8 million in
net gains on the sale of investments and mortgage-backed
securities during the nine months ended June 30, 2003. Included
in that figure is a $4.3 million gain resulting from the sale of
$203 million of mortgage-backed securities during the three
months ended June 30, 2003, and the sale of investment
securities during the three months ended December 31, 2002
which resulted in a net gain of $1.5 million, offset by a loss
on the sale of mortgage-backed securities related to
securitizations. The sale of mortgage-backed securities
resulting in the $4.3 million net gain were outside of
BankUniteds securitization activities, which includes
originating and securitizing loans with the intention to sell
the resulting securities. Management concluded that the
realizable value upon sale represented greater value than
holding these securities. In addition to those sales, BankUnited
realized $6.3 million of gains from the sale of loans and
other assets.

28



---



##### Table of Contents



Other non-interest income of $4.1 million
for the nine months ended June 30, 2003 includes a life
insurance payment of $1.1 million related to bank-owned life
insurance policies and an increase in the cash surrender value
of those policies of $2.4 million. The increase in cash
surrender value during the nine months ended June 30, 2003
was $500 thousand greater than it was for the same period
in 2002, which is mostly an indication of the increase in
coverage.

|                       |                                          |                             |   |        |        |        |   |        |        |  |   |        |       |  |  |       |      |  
|---------------------- | ---------------------------------------- | --------------------------- | - | ------ | ------ | ------ | - | ------ | ------ |  | - | ------ | ----- |  |  | ----- | ---- | -
|                       |                                          |                             |   |        |        |       
|                       |                                          | For the Nine Months         |   |        |        |       
|                       |                                          | Ended June 30               |   |        |        |       
|                       |                                          |                             |   |       
|                       |                                          | 2003                        |   | 2002   |        | Change
|                       |                                          |                             |   |        |        |       
|                       |                                          |                             |   |        |        |        |   |       
|                       |                                          |                            
|                       |                                          | (Dollars in thousands)     
|Non-interest expenses: |                                          |                             |   |        |        |        |   |        |        |  |   |        |       |  |  |      
|                       | Employee compensation and benefits       |                             | $ | 27,938 |        |        | $ | 22,304 |        |  | $ | 5,634  |       |  |  | 25.3  | %   
|                       | Occupancy and equipment                  |                             |   | 9,125  |        |        |   | 8,179  |        |  |   | 946    |       |  |  | 11.6  | %   
|                       | Telecommunications and data processing   |                             |   | 3,729  |        |        |   | 3,267  |        |  |   | 462    |       |  |  | 14.1  | %   
|                       | Advertising and promotion expense        |                             |   | 3,464  |        |        |   | 4,536  |        |  |   | (1,072 | )     |  |  | (23.6 | )%  
|                       | Professional fees  legal and accounting |                             |   | 3,211  |        |        |   | 4,107  |        |  |   | (896   | )     |  |  | (21.8 | )%  
|                       | Loan closing fees                        |                             |   | 2,362  |        |        |   | 1,927  |        |  |   | 435    |       |  |  | 22.5  | %   
|                       | Loan servicing expense(1)                |                             |   | 1,124  |        |        |   | 2,384  |        |  |   | (1,260 | )     |  |  | (52.9 | )%  
|                       | Postage and courier                      |                             |   | 1,059  |        |        |   | 875    |        |  |   | 184    |       |  |  | 21.0  | %   
|                       | Insurance                                |                             |   | 873    |        |        |   | 778    |        |  |   | 95     |       |  |  | 12.2  | %   
|                       | Other operating expenses                 |                             |   | 9,339  |        |        |   | 4,530  |        |  |   | 4,809  |       |  |  | 106.2 | %   
|                       |                                          |                             |   |        |        |        |   |        |        |  |   |        |       |  |  |      
|                       |                                          | Total non-interest expenses |   | $      | 62,224 |        |   | $      | 52,887 |  |   | $      | 9,337 |  |  |       | 17.7 | %
|                       |                                          |                             |   |        |        |        |   |        |        |  |   |        |       |  |  |      



---



|    |                                         
|--- | ----------------------------------------
|(1) | Loan servicing expenses relate to LSBOs.

The largest portion of the increase was
$5.6 million in employee compensation and benefits, which
is expected as BankUnited expands its operations. There was a
$5.5 million charge to other operating expenses during the
nine months ended June 30, 2003 related to the elimination
of long-term debt reflecting efforts to replace existing debt
with lower cost funds. Loan servicing fees decreased by
$1.3 million and will ultimately be eliminated as
BankUnited allows its LSBO portfolio run off. Advertising and
promotion expenses decreased by $1.1 million reflecting a
realignment of BankUniteds overall marketing strategy in
preparation for the full roll-out of BankUniteds
micro-market advertising campaign in the first quarter of fiscal
2004.

The increase in the provision for income taxes of
$1.0 million for the nine months ended June 30, 2003,
compared to 2002, reflects an increase in taxable income but
also reflects a decrease in BankUniteds effective tax rate
due to new tax planning strategies.

Liquidity

BankUniteds objective in managing liquidity
is to meet all cash flow requirements, including those from
operating activities, customer demands on deposits and debt
obligations, in a cost-effective manner. This objective is
achieved through the implementation of BankUniteds
Asset/Liability Management Policy, which also strives to
maintain earnings performance consistent with long-term goals
and within acceptable levels of risk, while satisfying
regulatory capital requirements. For information on the capital
requirements that must be maintained by BankUnited, see
note 7. Regulatory Capital to the Accompanying
Condensed Notes to Consolidated Financial Statements.

In managing liquidity, BankUnited analyzes
various sources of short-term funding used to meet short-term
demands. In addition to funds provided by operating activities,
BankUnited also relies on funds provided by both investing and
financing activities. Funds provided by investing activities
include: proceeds from the sale and/or maturities of
investments, mortgage-backed securities, and securitized loans.
Funds provided by financing activities include: deposits from
customers, advances from the FHLB, proceeds from

29



---



##### Table of Contents



securities sold under agreements to repurchase
and other borrowings, issuances of Trust Preferred Securities,
and issuance of stock.


Cash and cash equivalents decreased by $402
million for the nine months ended June 30, 2003, to $70
million versus $472 million at September 30, 2002. The
relatively large cash and cash equivalent balance at the end of
fiscal 2002 was in anticipation of funding investments in
mortgage-backed securities during fiscal 2003. The net increase
in mortgage-backed securities portfolio of $990 million was
funded in part with this decrease in cash and cash equivalents.
Other means of funding the increase in mortgage-backed
securities came from an increase in deposits and additional
borrowings in the form of FHLB advances.

Cash used in operating activities for the nine
months ended June 30, 2003 was $577 million. The most
significant items in that figure include net income of $28
million, the funding of loans originated for sale of $671
million, and proceeds received from the sale of loans of $60
million.

Significant sources of funds from investing
activities for the nine months ended June 30, 2003 included
payments on loans, investment, and mortgage-backed securities of
$1.7 billion, $50 million, and $821 million, respectively and
proceeds from the sale of investment and mortgage-backed
securities of $41 million, and $553 million, respectively.

Significant sources of funds from financing
activities for the nine months ended June 30, 2003 included
a net increase in deposits, FHLB advances, and Trust Preferred
Securities of $182 million, $513 million, and $66 million,
respectively. In addition, BankUnited raised $72 million from an
additional public offering of its Class A Common Stock in
the third quarter of fiscal 2003.

Significant uses of funds in investing activities
for the nine months ended June 30, 2003 included funding
$2.4 billion in loans, purchasing $1.9 billion of
mortgage-backed and investment securities, and purchasing $28
million of bank-owned life insurance.

Significant uses of funds in financing activities
for the nine months ended June 30, 2003 included redeeming
and repurchasing Trust Preferred Securities of $160 million.

As of June 30, 2003, BankUnited had
$385 million in investments and mortgage-backed securities
pledged against securities sold under agreements to repurchase
with an outstanding balance of $364 million.

As of June 30, 2003 BankUnited had
approximately $642 million in additional borrowing capacity
not including funds that may be raised through additional debt
or equity offerings. The borrowing capacity is primarily
comprised of unused credit lines with the FHLB of Atlanta and
repurchase agreements.

BankUnited is not aware of any events, or
uncertainties, which may impede liquidity in the short or
long-term.

Financial Condition

The following is a discussion of significant
changes from September 30, 2002 to June 30, 2003 in
the Statement of Financial Condition. For a discussion of
changes in cash and cash equivalents, see Liquidity.

Assets continue to grow, and now total
$7.0 billion versus $6.0 billion at September 30,
2002. The Bank is maintaining its strong capital position well
in excess of regulatory requirements, with core and risk-based
capital ratios of 7.3% and 16.1%, respectively.



| |       
| | ------
| | Assets

Investments available for
sale Investments available
for sale increased by $118 million or 68.6%, to
$289 million at June 30, 2003. This increase is the
net result of $203 million in purchases, $50 million
in maturities, and $41 million in sales, which resulted in
a gain of $1.5 million. In addition, there was an increase
of $4.5 million due to an adjustment for the changes in
fair value as of June 30, 2003.

30



---



##### Table of Contents



Mortgage-backed securities available for
sale Mortgage-backed
securities available for sale increased by $990 million or
87%, to $2.1 billion at June 30, 2003. This net
increase is primarily the result of purchases of
$1.7 billion, including $247 million pending
settlement, and securitizations of $507 million. This was
offset with repayments of $821 million, and sales of
$553 million, including $59 million pending
settlement. The sales of $553 million resulted in gains of
$3.4 million which is reflected in net gain on sale of
investments and mortgage-backed securities in the consolidated
statement of operations. In addition, there was a reduction due
to the amortization of premiums and discounts of
$12 million, and a reduction of $4.8 million due to
changes in fair value as of June 30, 2003. The relatively
high level of amortization of premiums and discounts during the
nine-month period is the result of increased levels of
pre-payments occurring in the current low interest rate
environment.

Loans
Loans receivable, net (including loans held for sale) increased
by $125 million to $4.1 billion at June 30, 2003.
This net increase stems primarily from funding loans in the
amount of $2.4 billion, offset by repayments of
$1.7 billion, securitizations of $507 million, and
sales of $54 million. The sales resulted in gains of
$6.4 million, which also includes activity in connection
with the securitization of loans.

Mortgage servicing
rights Mortgage servicing
rights increased by $4.1 million to $10.8 million at
June 30, 2003. This net increase is the result of
recognizing $8.9 million in servicing rights upon the sale
of loans which will continue to be serviced by BankUnited. This
increase was offset by the amortization of $4.8 million
resulting mostly from acceleration in prepayments as a result of
the low interest rate environment.

Other earning
assets Other earning
assets increased by $25.6 million to $116.4 million at
June 30, 2003. This category consists primarily of FHLB
stock, which must be purchased in proportion to advances
received from the FHLB.

Bank-owned life
insurance Bank-owned life
insurance increased by $29.9 million due to additional
purchases of coverage under the policies of $27.5 million
and a net increase in the cash surrender value of
$2.4 million.



| |            
| | -----------
| | Liabilities

Deposits
Deposits grew by $182 million to $3.2 billion as of
June 30, 2003. As a result of BankUniteds increased
efforts to attract transaction accounts through business
relationships, the deposit mix continues to shift towards core
deposits. Core deposits, which include checking, savings, and
money market accounts provide BankUnited with funds at a lower
cost than time deposits. This is most evident from the sharp
increase in non-interest bearing deposits of $57 million or
49% compared to September 30, 2002. The total increase in
core deposits for the nine months ended June 30, 2003 was
$182 million, whereas time deposits remained relatively
flat. BankUnited believes that the expansion of the branch
network will continue to play a vital role in building banking
relationships. Coupled with BankUniteds micro-market
strategy, management expects the branch network to facilitate a
further shift in deposit mix towards core deposits.

Advances from Federal Home Loan
Bank FHLB advances
increased by $513 million to reach $2.3 billion as of
June 30, 2003. BankUnited utilized these advances
primarily, to fund the purchase of mortgage-backed securities.

Trust Preferred Securities and Junior
Subordinated Deferrable Interest Debentures Trust preferred securities and junior
subordinated deferrable interest debentures decreased by
$92 million, to $163 million at June 30, 2003.
The net decrease of $92 million is primarily the result of
redemptions and repurchases, reducing Trust Preferred Securities
by $160 million, offset by $67 million of new
issuances. See note 5. Trust Preferred Securities and
Junior Subordinated Deferrable Interest Debentures for more
information on the redemptions and issuances.

31



---



##### Table of Contents





| |              
| | -------------
| | Asset Quality

Non-performing assets as of June 30, 2003
were $52.7 million, which represents an increase of
$21.0 million, or 66%, from $31.7 million as of
September 30, 2002. BankUnited places great importance on
safeguarding its credit quality, and supports this through high
credit standards and a centralized credit policy area. Net
charge-offs during the nine-month period ended June 30,
2003 were $1.7 million compared to the pro-rata equivalent
of $3.6 million for the twelve months ended
September 30, 2002. Accordingly, the net annualized
charge-off ratio decreased from 0.12% at September 30, 2002
to 0.06% at June 30, 2003.

Although BankUnited achieved an anticipated
reduction in certain non-performing assets during the past
quarter, the period-end deterioration of a secured credit
relationship contributed to an increase in non-performing assets
as a percentage of total assets to 0.75% from 0.53% at the end
of fiscal year 2002. The increase in non-performing loans of
$19.2 million over September 30, 2002 includes an
increase in non-performing residential loans of
$3.4 million, an increase in non-performing commercial real
estate loans of $10.1 million, and an increase in
non-performing commercial business loans of $5.7 million.

BankUniteds allowance for loan losses as a
percentage of total loans is currently at 0.54% as of
June 30, 2003, up from 0.51% as of September 30, 2002.
Management believes it to be prudent given the composition of
its loan portfolio, with more than 90% secured by real estate.

The following table sets forth additional
information concerning BankUniteds non-performing assets
at June 30, 2003 and September 30, 2002.

|                                                                                   |                             |                        |        |               |  |   |        |        | 
|---------------------------------------------------------------------------------- | --------------------------- | ---------------------- | ------ | ------------- |  | - | ------ | ------ | 
|                                                                                   |                             | June 30,               |        | September 30,
|                                                                                   |                             | 2003                   |        | 2002         
|                                                                                   |                             |                        |        |              
|                                                                                   |                             |                       
|                                                                                   |                             | (Dollars in thousands)
|Non-accrual loans                                                                  |                             | $                      | 46,597 |               |  | $ | 27,664 |       
|Restructured loans                                                                 |                             |                        | 309    |               |  |   | 315    |       
|Loans past due 90 days and still accruing                                          |                             |                        | 318    |               |  |   |       |       
|                                                                                   |                             |                        |        |               |  |   |        |       
|                                                                                   | Total non-performing loans  |                        |        | 47,224        |  |   |        | 27,979 | 
|Non-accrual tax certificates                                                       |                             |                        | 355    |               |  |   | 696    |       
|Real estate owned                                                                  |                             |                        | 5,100  |               |  |   | 3,003  |       
|                                                                                   |                             |                        |        |               |  |   |        |       
|                                                                                   | Total non-performing assets |                        | $      | 52,679        |  |   | $      | 31,678 | 
|                                                                                   |                             |                        |        |               |  |   |        |       
|Allowance for losses on tax certificates                                           |                             | $                      | 365    |               |  | $ | 771    |       
|Allowance for loan losses                                                          |                             |                        | 22,441 |               |  |   | 20,293 |       
|                                                                                   |                             |                        |        |               |  |   |        |       
|                                                                                   | Total allowance             |                        | $      | 22,806        |  |   | $      | 21,064 | 
|                                                                                   |                             |                        |        |               |  |   |        |       
|Non-performing assets as a percentage of total
    assets                          |                             |                        | 0.75   | %             |  |   | 0.53   | %     
|Non-performing loans as a percentage of total
    loans                            |                             |                        | 1.14   | %             |  |   | 0.70   | %     
|Allowance for loan losses as a percentage of
    total loans                       |                             |                        | 0.54   | %             |  |   | 0.51   | %     
|Allowance for loan losses as a percentage of
    non-performing loans              |                             |                        | 47.52  | %             |  |   | 72.53  | %     
|Total allowance as a percentage of non-performing
    assets                       |                             |                        | 43.29  | %             |  |   | 66.49  | %     
|Net annualized year-to-date charge-offs as a
    percentage of average total loans |                             |                        | 0.06   | %             |  |   | 0.12   | %     

BankUniteds allowance for loan losses is
established and maintained based upon managements
evaluation of the risks inherent in BankUniteds loan
portfolio, including the economic trends and other conditions in
specific geographic areas as they relate to the nature of
BankUniteds portfolio.

32



---



##### Table of Contents



The following table sets forth the change in
BankUniteds allowance for loan losses for the three and
nine months ended June 30, 2003 and 2002.

|                                                                |                                             |                         |        |              |      |          |        |          |      |   |        |        |        |   |        |        |        |  
|--------------------------------------------------------------- | ------------------------------------------- | ----------------------- | ------ | ------------ | ---- | -------- | ------ | -------- | ---- | - | ------ | ------ | ------ | - | ------ | ------ | ------ | -
|                                                                |                                             |                         |        |             
|                                                                |                                             | For the Three           |        | For the Nine
|                                                                |                                             | Months Ended            |        | Months Ended
|                                                                |                                             |                         |        |             
|                                                                |                                             | June 30,                |        | June 30,     |      | June 30, |        | June 30,
|                                                                |                                             | 2003                    |        | 2002         |      | 2003     |        | 2002    
|                                                                |                                             |                         |        |              |      |          |        |         
|                                                                |                                             |                        
|                                                                |                                             | (In thousands)         
|Allowance for loan losses, balance (at beginning
    of period) |                                             | $                       | 21,662 |              |      | $        | 17,831 |          |      | $ | 20,293 |        |        | $ | 15,940 |       
|Provisions for loan losses                                      |                                             |                         | 1,375  |              |      |          | 1,900  |          |      |   | 3,925  |        |        |   | 7,300  |       
|Loans charged off:                                              |                                             |                         |        |              |      |          |        |          |      |   |        |        |        |   |        |       
|                                                                | One-to-four family residential mortgages(1) |                         |        | (85          | )    |          |        | (123     | )    |   |        | (256   | )      |   |        | (443   | )     
|                                                                | Commercial real estate                      |                         |        |             |      |          |        |         |      |   |        |       |        |   |        | (887   | )     
|                                                                | Commercial business                         |                         |        | (448         | )    |          |        | (733     | )    |   |        | (1,423 | )      |   |        | (2,934 | )     
|                                                                | Consumer(1)                                 |                         |        | (80          | )    |          |        | (66      | )    |   |        | (156   | )      |   |        | (249   | )     
|                                                                |                                             |                         |        |              |      |          |        |          |      |   |        |        |        |   |        |       
|                                                                |                                             | Total loans charged off |        |              | (613 | )        |        |          | (922 | ) |        |        | (1,835 | ) |        |        | (4,513 | )
|                                                                |                                             |                         |        |              |      |          |        |          |      |   |        |        |        |   |        |       
|Recoveries:                                                     |                                             |                         |        |              |      |          |        |          |      |   |        |        |        |   |        |       
|                                                                | One-to-four family residential mortgages(1) |                         |        |             |      |          |        | 4        |      |   |        |       |        |   |        | 4      |       
|                                                                | Commercial real estate                      |                         |        |             |      |          |        | 2        |      |   |        |       |        |   |        | 71     |       
|                                                                | Commercial business                         |                         |        | 13           |      |          |        | 39       |      |   |        | 44     |        |   |        | 40     |       
|                                                                | Consumer(1)                                 |                         |        | 4            |      |          |        | 2        |      |   |        | 14     |        |   |        | 14     |       
|                                                                |                                             |                         |        |              |      |          |        |          |      |   |        |        |        |   |        |       
|                                                                |                                             | Total recoveries        |        |              | 17   |          |        |          | 47   |   |        |        | 58     |   |        |        | 129    |  
|                                                                |                                             |                         |        |              |      |          |        |          |      |   |        |        |        |   |        |       
|Allowance for loan losses, balance (at end of
    period)       |                                             | $                       | 22,441 |              |      | $        | 18,856 |          |      | $ | 22,441 |        |        | $ | 18,856 |       
|                                                                |                                             |                         |        |              |      |          |        |          |      |   |        |        |        |   |        |       



---



|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(1) | Specialty consumer mortgage loans originated
    through our branch network are included in one-to-four family
    residential loans.

The following table sets forth BankUniteds
allocation of the allowance for loan losses by category as of
June 30, 2003 and September 30, 2002.

|                                                |                                             |                                 |   |               |        |  |   |       |        | 
|----------------------------------------------- | ------------------------------------------- | ------------------------------- | - | ------------- | ------ |  | - | ----- | ------ | 
|                                                |                                             | June 30,                        |   | September 30,
|                                                |                                             | 2003                            |   | 2002         
|                                                |                                             |                                 |   |              
|                                                |                                             |                                
|                                                |                                             | (In thousands)                 
|Balance at the end of the period applicable to: |                                             |                                 |   |               |        |  |   |      
|                                                | One-to-four family residential mortgages(1) |                                 | $ | 4,371         |        |  | $ | 4,096 |       
|                                                | Multi-family residential mortgages          |                                 |   | 323           |        |  |   | 281   |       
|                                                | Commercial real estate                      |                                 |   | 4,856         |        |  |   | 3,834 |       
|                                                | Construction                                |                                 |   | 1,586         |        |  |   | 1,007 |       
|                                                | Land                                        |                                 |   | 716           |        |  |   | 746   |       
|                                                | Commercial business                         |                                 |   | 6,541         |        |  |   | 5,420 |       
|                                                | Consumer(1)                                 |                                 |   | 2,115         |        |  |   | 2,094 |       
|                                                | Unallocated                                 |                                 |   | 1,933         |        |  |   | 2,815 |       
|                                                |                                             |                                 |   |               |        |  |   |      
|                                                |                                             | Total allowance for loan losses |   | $             | 22,441 |  |   | $     | 20,293 | 
|                                                |                                             |                                 |   |               |        |  |   |      



---



|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(1) | Specialty consumer mortgage loans originated
    through our branch network are included in one-to-four family
    residential loans.

33



---



##### Table of Contents



Loan
Portfolio

The following table sets forth the composition of
BankUniteds loan portfolio, including loans held for sale,
at June 30, 2003 and September 30, 2002.

|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |      |      |  
|------------------------------------------------------------ | ------------------------------------------- | ---------------------- | --------- | ------------------ | --------- | ------ | ----- | ---------- | ---- | - | --------- | --------- | --------- |  | ----- | ---- | ---- | -
|                                                             |                                             |                        |           |                   
|                                                             |                                             | June 30, 2003          |           | September 30, 2002
|                                                             |                                             |                        |           |                   
|                                                             |                                             |                        |           | Percent of         |           |        |       | Percent of
|                                                             |                                             | Amount                 |           | Total(1)           |           | Amount |       | Total(1)  
|                                                             |                                             |                        |           |                    |           |        |       |           
|                                                             |                                             |                       
|                                                             |                                             | (Dollars in thousands)
|Mortgage loans:                                              |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|                                                             | One-to-four family residential mortgages(2) |                        | $         | 3,167,258          |           |        |       | 83.2       | %    |   | $         | 3,096,312 |           |  |       | 83.4 | %   
|                                                             | Multi-family residential mortgages          |                        |           | 27,973             |           |        |       | 0.7        | %    |   |           | 25,456    |           |  |       | 0.7  | %   
|                                                             | Commercial real estate                      |                        |           | 186,909            |           |        |       | 4.9        | %    |   |           | 183,311   |           |  |       | 4.9  | %   
|                                                             | Construction                                |                        |           | 146,848            |           |        |       | 3.9        | %    |   |           | 98,697    |           |  |       | 2.7  | %   
|                                                             | Land                                        |                        |           | 23,348             |           |        |       | 0.6        | %    |   |           | 27,636    |           |  |       | 0.7  | %   
|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|                                                             |                                             | Total mortgage loans   |           |                    | 3,552,336 |        |       |            | 93.3 | % |           |           | 3,431,412 |  |       |      | 92.4 | %
|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|Other loans:                                                 |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|                                                             | Commercial business                         |                        |           | 136,891            |           |        |       | 3.6        | %    |   |           | 168,679   |           |  |       | 4.5  | %   
|                                                             | Consumer(2)                                 |                        |           | 107,420            |           |        |       | 2.8        | %    |   |           | 103,118   |           |  |       | 2.8  | %   
|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|                                                             | Total other loans                           |                        |           | 244,311            |           |        |       | 6.4        | %    |   |           | 271,797   |           |  |       | 7.3  | %   
|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|                                                             |                                             | Total loans            |           |                    | 3,796,647 |        |       |            | 99.7 | % |           |           | 3,703,209 |  |       |      | 99.7 | %
|Unearned discounts, premiums and deferred loan
    fees, net |                                             |                        | 34,380    |                    |           |        | 0.9   | %          |      |   | 30,449    |           |           |  | 0.8   | %   
|Allowance for loan losses                                    |                                             |                        | (22,441   | )                  |           |        | (0.6  | )%         |      |   | (20,293   | )         |           |  | (0.5  | )%  
|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|Loans held for investment, net                               |                                             | $                      | 3,808,586 |                    |           |        | 100.0 | %          |      | $ | 3,713,365 |           |           |  | 100.0 | %   
|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|Mortgage loans held for sale                                 |                                             |                        | 308,463   |                    |           |        |       |            |      |   | 278,759   |           |           |  |       |     
|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     
|Total loans, net                                             |                                             | $                      | 4,117,049 |                    |           |        |       |            |      | $ | 3,992,124 |           |           |  |       |     
|                                                             |                                             |                        |           |                    |           |        |       |            |      |   |           |           |           |  |       |     



---



|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(1) | Percent of Total is calculated using Loans
    held for investment, net in the denominator.                                        
|   
|(2) | Specialty consumer mortgage loans originated
    through our branch network are included in one-to-four family
    residential loans.

Securities
Portfolio(See Note 3. Securities
Portfolio of BankUnited condensed notes to consolidated
financial statements for information on investment and
mortgage-backed securities).

Related Party Transactions

The Bank, as an insured depository institution as
defined under Section 3 of the Federal Deposit Investment
Act, extends loans to directors, officers and employees, as well
as to members of their immediate families and their affiliates.
The following discussion pertains to significant changes to
related party transactions during the nine month period ending
June 30, 2003. As of June 30, 2003, there were
approximately $3.5 million in loans receivable from an
entity in which a director has interests. As of
September 30, 2002 there were approximately $1 million in
loans receivables from entities in which two directors had
interests. As of June 30, 2003, BankUnited had loans
receivable from BankUniteds executive officers in the
aggregate amount of $2.4 million. Loans receivable from
executive officers as of September 30, 2002 were
$986 thousand. These loans are secured by each
executives primary residence.

These loans were made in the ordinary course of
business, were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time
for comparable transactions with persons, and did not involve
more than the normal risk of collectibility or present other
unfavorable features. These loans and their terms have been
reviewed and approved by the Banks board of directors.

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During the quarter ended June 30, 2003 a
related party interest was terminated by the sale of a property
on which BankUnited has a branch office. The property was
previously owned indirectly by a partnership in which the Chief
Executive Officer has a 25% interest.






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    About Market Risk

The discussion contained in BankUniteds
Annual Report on Form 10-K/A for the year ended
September 30, 2002, 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. In
addition, the following discussion addresses the sources and
effects of developments during the nine months ended
June 30, 2003 which related to risks associated with
investments and mortgage-backed securities.

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 are funded largely by interest-bearing
liabilities (primarily deposits, FHLB advances, senior notes,
and Trust Preferred Securities). 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, on a limited basis,
derivative financial instruments designed to reduce the interest
rate risks associated with its interest-earning assets and
interest-bearing liabilities.

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. Such changes in the carrying
value of mortgage-backed securities and other securities
classified as available-for-sale would be reflected, net of
taxes, as a component of stockholders equity. See note
8. Comprehensive Incometo the Accompanying Condensed
Notes to Consolidated Financial Statements and
Managements Discussion and Analysis of Financial
Condition and Results of Operations  Securities
Portfolio.

Derivative and Hedging
Activities.BankUnited uses derivative
instruments as part of its interest rate risk management
activities to reduce risks associated with its borrowing
activities. Derivatives used for interest rate risk management
include various interest rate swaps that relate to the pricing
of specific on-balance sheet instruments and forecasted
transactions. In connection 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.

BankUnited uses interest rate swap agreements
that qualify as fair value hedges and those that qualify as cash
flow hedges. Fair value hedges are used to hedge fixed rate
debt. BankUnited uses cash flow hedges to hedge interest rate
risk associated with variable rate debt.

In connection with its interest rate management
activities, BankUnited may use other derivatives as economic
hedges of on-balance sheet assets and liabilities or forecasted
transactions which do not qualify for hedge accounting under
SFAS 133. Accordingly, these derivatives are reported as
fair value on the consolidated balance sheet with realized gains
and losses included in earnings.

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,

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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.





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 period end 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 have been
designed and are being operated in a manner that 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. 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. Subsequent to the date of the most recent evaluation
of BankUniteds internal controls, there were no
significant changes in BankUniteds internal controls or in
other factors that could significantly affect the internal
controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.

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##### Table of Contents






PART II  OTHER
INFORMATION






|        |                                     
|------- | ------------------------------------
|Item 6. | Exhibits and Reports on
    Form 8-K

(a) Exhibits.

| |      |  |  |                                                                                                                                                                                                
| | ---- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.1 |  |  | Form of Change in Control Agreement between
    BankUnited Financial Corporation and Felix Garcia.*                                                                                            
| | 10.2 |  |  | Form of Change in Control Agreement between
    BankUnited Financial Corporation and Abel Iglesias.*                                                                                           
| | 10.3 |  |  | Form of Amendment to Employment Agreement between
    BankUnited Financial Corporation and Alfred R. Camner.*                                                                                  
| | 10.4 |  |  | Form of Amendment to Employment Agreement between
    BankUnited, FSB and Alfred R. Camner.*                                                                                                   
| | 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.



---

* Contract with Management.

(b) Reports on Form 8-K.



| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A current Report on Form 8-K was filed on
    April 23, 2003 relating to BankUniteds April 23,
    2003 press release setting forth BankUniteds second
    quarter 2003 earnings.

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##### 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 CORPORATION



| |     |                      
| | --- | ---------------------
| | By: | /s/ HUMBERTO L. LOPEZ

| |                                    
| | -----------------------------------
| |                                    
| | Humberto L. Lopez                  
| | Senior Executive Vice President and
| | Chief Financial Officer            

Date: August 11, 2003

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##### Table of Contents






BANKUNITED FINANCIAL CORPORATION AND
SUBSIDIARIES

FORM 10-Q FOR THE QUARTER ENDED JUNE 30,
2003


INDEX TO EXHIBITS

|            |      |               |  |                                                                                                                                                                                                
|----------- | ---- | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |      | Numbered Page
|            |      |              
|            | 10.1 |               |  | Form of Change in Control Agreement between
    BankUnited Financial Corporation and Felix Garcia.*                                                                                            
|            | 10.2 |               |  | Form of Change in Control Agreement between
    BankUnited Financial Corporation and Abel Iglesias.*                                                                                           
|            | 10.3 |               |  | Form of Amendment to Employment Agreement between
    BankUnited Financial Corporation and Alfred R. Camner.*                                                                                  
|            | 10.4 |               |  | Form of Amendment to Employment Agreement between
    BankUnited, FSB and Alfred R. Camner.*                                                                                                   
|            | 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.



---

* Contract with Management.

39