UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2012 (July 25, 2012)

BankUnited, Inc.

(Exact name of registrant as specified in its charter)

14817 Oak Lane

Miami Lakes, FL 33016

(Address of principal executive offices) (Zip Code)

(305) 569-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02               Results of Operations and Financial Condition.

On July 25, 2012, BankUnited, Inc. (the “Company”) reported its results for the quarter ended June 30, 2012. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

BankUnited, Inc. Reports Second Quarter Results, Strong Loan Growth

Miami Lakes, Fla. — July 25, 2012 - BankUnited, Inc. (the “Company”) (NYSE:BKU) today announced financial results for the quarter ended June 30, 2012.

For the quarter ended June 30, 2012, the Company reported net income of $48.9 million, or $0.48 per share as compared to $44.0 million or $0.44 per share for the quarter ended June 30, 2011.

For the six months ended June 30, 2012, the Company reported net income of $99.2 million, or $0.96 per share. These earnings produced an annualized return on average stockholders’ equity of 12.25% and an annualized return on average assets of 1.66%. The Company reported a net loss of $(23.7) million, or $(0.25) per share for the six months ended June 30, 2011. The results for the first six months of 2011 included a one-time charge of $110.4 million, recorded in conjunction with the Company’s initial public offering (IPO) in February 2011, which was not deductible for income tax purposes.

John Kanas, Chairman, President and Chief Executive Officer, said “We are obviously pleased with this quarter’s financial results.  While our performance continues to reflect a significant increase in market share, we are also witnessing the positive impact on our business emanating from an overall improvement in the South Florida economy.”

Financial Highlights

·                  For the quarter ended June 30, 2012, new loans grew $501.2 million to $2.9 billion. For the second quarter and first six months of 2012, growth in new loans outpaced the resolution of covered loans, resulting in net growth in the loan portfolio. Total loans, net of discount and deferred fees and costs, grew $369.4 million for the quarter to $5.1 billion.

·                  At June 30, 2012, total demand deposits exceeded 20% of total deposits.

·                  The cost of deposits continues to trend downward. The cost of deposits was 0.84% for the second quarter of 2012 as compared to 0.90% for the first quarter of 2012 and 1.12% for the second quarter of 2011.

·                  Book value and tangible book value per common share grew to $17.42 and $16.68, respectively, at June 30, 2012.

Capital Ratios

BankUnited, Inc. continues to maintain a robust capital position.  The Company’s capital ratios at June 30, 2012 were as follows:

The Company and its banking subsidiaries continue to exceed all regulatory guidelines required to be considered well capitalized.

Loans

Loans, net of discount and deferred fees and costs, increased to $5.1 billion at June 30, 2012 from $4.1 billion at December 31, 2011.  Including $306.0 million in loans acquired from Herald National Bank, new loans increased by $1.2 billion to $2.9 billion at June 30, 2012 from $1.7 billion at December 31, 2011.  Covered loans declined to $2.2 billion at June 30, 2012 from $2.4 billion at December 31, 2011.

In the second quarter of 2012, new commercial loans (including commercial loans, commercial real estate loans, and leases) grew $373.1 million to $2.2 billion, primarily reflecting the Company’s expansion of market share in Florida.

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For the quarter ended June 30, 2012, the Company’s portfolio of new residential loans grew $123.9 million to $713.9 million, primarily reflecting the Company’s purchase of residential loans outside of Florida to help diversify credit risk within the residential portfolio.

A comparison of portfolio composition at June 30, 2012 and December 31, 2011 follows:

Asset Quality

The Company’s asset quality remained strong, with credit risk limited by its Loss Sharing Agreements with the FDIC.  At June 30, 2012, covered loans represented 43% of the total loan portfolio, as compared to 59% at December 31, 2011.

The ratio of non-performing loans to total loans was 0.57% at June 30, 2012 as compared to 0.70% at December 31, 2011 and 0.89% at June 30, 2011.  At June 30, 2012, non-performing assets totaled $122.6 million, including $93.7 million of other real estate owned (“OREO”) as compared to $152.6 million, including $123.7 million of OREO, at December 31, 2011, and $175.6 million, including $141.7 million of OREO, at June 30, 2011.  All OREO at June 30, 2012 is covered by the Company’s Loss Sharing Agreements.

For the quarters ended June 30, 2012 and 2011, the Company recorded a provision for (recovery of) loan losses of $2.7 million and $(2.9) million, respectively.  Of these amounts $(1.5) million and $(6.4) million, respectively, related to covered loans and $4.2 million and $3.6 million, respectively, related to new loans.  The increase in the provision for new loans reflected growth in the Company’s new loan originations.

For the six months ended June 30, 2012 and 2011, the Company recorded provisions for loan losses of $11.5 million and $8.6 million respectively.  Of these amounts, $0.1 million and $3.6 million related to covered loans and $11.4 million and $5.0 million, respectively, related to new loans.

The provisions (recoveries) related to covered loans were significantly mitigated by increases (decreases) in non-interest income recorded in “Net gain (loss) on indemnification asset.”

The following table summarizes the activity in the allowance for loan losses for the three and six months ended June 30, 2012 and 2011 (in thousands):

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Investment Securities

Investment securities grew to $4.8 billion at June 30, 2012 from $4.2 billion at December 31, 2011.  The average yield on investment securities was 2.95% for the six months ended June 30, 2012 as compared to 3.66% for the six months ended June 30, 2011.  The decline in yield reflects the impact of purchases of securities at lower prevailing market rates of interest.  The effective duration of the Company’s investment portfolio was approximately 1.8 years at June 30, 2012.

Deposits

At June 30, 2012, deposits totaled $8.2 billion as compared to $7.4 billion at December 31, 2011.  Demand deposits (including non-interest bearing and interest bearing deposits) grew $429.1 million to $1.7 billion at June 30, 2012 from $1.2 billion at December 31, 2011.  This was driven principally by growth in commercial and small business accounts.  The average cost of deposits was 0.84% for the quarter ended June 30, 2012 as compared to 1.12% for the quarter ended June 30, 2011 and 0.87% for the six months ended June 30, 2012 as compared to 1.15% for the six months ended June 30, 2011.  The decrease in the average cost of deposits was primarily attributable to the continued growth in lower cost deposit products and a decline in market rates of interest.

Net Interest Income

Net interest income for the quarter ended June 30, 2012 grew to $145.8 million, from $117.3 million for the quarter ended June 30, 2011.  Net interest income for the six months ended June 30, 2012 grew to $283.6 million from $229.6 million for the six months ended June 30, 2011.

The Company’s net interest margin for the quarter ended June 30, 2012 was 5.82% as compared to 5.99% for the quarter ended June 30, 2011.  Net interest margin for the six months ended June 30, 2012 was 5.90% as compared to 5.87% for the six months ended June 30, 2011.

The Company’s net interest margin for the quarters and six months ended June 30, 2012 and 2011 was impacted by reclassifications from non-accretable difference to accretable yield on ACI loans (defined as covered loans acquired with evidence of deterioration in credit quality).  Non-accretable difference at acquisition represented the difference between the total contractual payments due and the cash flows expected to be received on these loans.  The accretable yield on ACI loans represents the amount by which undiscounted expected future cash flows exceed the carrying value of the loans.  As the Company’s expected cash flows from ACI loans increased since the FSB Acquisition, the Company reclassified amounts from non-accretable difference to accretable yield.

Changes in accretable yield on ACI loans for the six months ended June 30, 2012 and the year ended December 31, 2011 were as follows (in thousands):

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Non-Interest Income

Non-interest income for the quarter ended June 30, 2012 was $21.7 million, as compared to $52.9 million for the quarter ended June 30, 2011.  For the six months ended June 30, 2012, non-interest income was $58.1 million as compared to $117.1 million for the six months ended June 30, 2011.

Non-interest income for the quarter and six months ended June 30, 2012 was impacted by lower accretion of discount on the FDIC indemnification asset of $4.3 million and $11.1 million, respectively, as compared to $14.9 million and $34.4 million respectively for the quarter and six months ended June 30, 2011.  As the expected cash flows from ACI loans have increased as discussed above, the Company expects reduced cash flows from the FDIC indemnification asset, resulting in lowered accretion.

Net gain (loss) on indemnification asset was $(12.5) million and $(12.4) million, respectively, for the quarter and six months ended June 30, 2012, as compared to $11.3 million and $37.6 million, respectively, for the quarter and six months ended June 30, 2011.  Factors impacting this change included increased income from resolution of covered assets, net, reduced OREO impairment and more favorable gains (losses) on the sale of OREO as discussed below, as well as the variance in the provision for losses on covered loans as discussed above.

Non-Interest Expense

Non-interest expense totaled $83.0 million for the quarter ended June 30, 2012 as compared to $95.9 million for the quarter ended June 30, 2011.  For the six months ended June 30, 2012 non-interest expense totaled $167.1 million as compared to $300.2 million for the six months ended June 30, 2011.  Non-interest expense for the six months ended June 30, 2011 included a one-time compensation expense of $110.4 million recorded in conjunction with the Company’s IPO.

Employee compensation and benefits (excluding the one-time charge of $110.4 million discussed above) and occupancy and equipment expense increased for the quarter and six months ended June 30, 2012 as compared to the quarter and six months ended June 30, 2011, reflecting the Company’s continued expansion and the opening and refurbishment of branches. For the quarter and six months ended June 30, 2012, the aggregate of OREO related expense, gain (loss) on sale of OREO, foreclosure expense, and impairment of OREO totaled $6.6 million and $16.6 million respectively, as compared to $29.1 million and $59.7 million, respectively, for the quarter and six months ended June 30, 2011.  The sharply lower level of expense for the quarter and six months ended June 30, 2012 reflected lower levels of OREO and foreclosure activity as well as improving real estate market trends as compared to the prior year.

Earnings Conference Call and Presentation

A conference call to discuss the second quarter results will be held at 9:00 a.m. EDT on Wednesday July 25th with Chairman, President, and Chief Executive Officer, John A. Kanas and Chief Financial Officer, Douglas J. Pauls.

The earnings release will be available on the Investor Relations page under About Us on www.bankunited.com prior to the call.  The call may be accessed via a live Internet webcast at www.bankunited.com or through a dial in telephone number at (888) 679-8018 (domestic) or, (617) 213-4845 (international).  The name of the call is BankUnited, and the pass code for the call is 64151841.  A replay of the call will be available from 11:00 a.m. EDT on July 25th through 11:59 p.m. EDT on August 1 by calling (888) 286-8010 (domestic) or (617) 801-6888 (international).  The pass code for the replay is 73844128.  An archived webcast will also be available on the Investor Relations page of www.bankunited.com.

About BankUnited and the Acquisition

BankUnited, Inc. is a bank holding company with three wholly-owned subsidiaries:  BankUnited, N.A., which is one of the largest independent depository institutions headquartered in Florida by assets, BankUnited Investment Services, Inc., a Florida insurance agency which provides comprehensive wealth management products and financial planning services, and Herald National Bank, a commercial bank servicing the New York City market.  BankUnited, N.A., is a national bank headquartered in Miami Lakes, Florida, with $11.8 billion of assets, more than 1,395 professionals and 95 branches in 15 counties at June 30, 2012.

The Company was organized by a management team led by its Chairman, President and Chief Executive Officer, John A. Kanas, on April 28, 2009.  On May 21, 2009, BankUnited acquired substantially all of the assets and

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assumed all of the non-brokered deposits and substantially all other liabilities of BankUnited, FSB from the FDIC, in a transaction referred to as the “FSB Acquisition”.  Concurrently with the FSB Acquisition, BankUnited entered into two loss sharing agreements, or the “Loss Sharing Agreements”, which cover certain legacy assets, including the entire legacy loan portfolio and OREO, and certain purchased investment securities.  Assets covered by the Loss Sharing Agreements are referred to as “covered assets” (or, in certain cases, “covered loans”). The Loss Sharing Agreements do not apply to subsequently acquired, purchased or originated assets.  Pursuant to the terms of the Loss Sharing Agreements, the covered assets are subject to a stated loss threshold whereby the FDIC will reimburse BankUnited for 80% of losses, including certain interest and expenses, up to the $4.0 billion stated threshold and 95% of losses in excess of the $4.0 billion stated threshold.  The Company’s current estimate of cumulative losses on the covered assets is approximately $4.7 billion.  The Company has received $2.1 billion from the FDIC in reimbursements under the Loss Sharing Agreements for claims filed for incurred losses as of June 30, 2012.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the Company’s current views with respect to, among other things, future events and financial performance.  The Company generally identifies forward-looking statements by terminology such as “outlook”, “believes,” “expects,” “potential,” “continues,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words.  Any forward-looking statements contained in this press release are based on the historical performance of the Company and its subsidiaries or on the Company’s current plans, estimates and expectations.  The inclusion of this forward-looking information should not be regarded as a representation by the Company that the future plans, estimates or expectations contemplated by the Company will be achieved.  Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to the Company’s operations, financial results, financial condition, business prospects, growth strategy and liquidity.  If one or more of these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, the Company’s actual results may vary materially from those indicated in these statements.  These factors should not be construed as exhaustive.  The Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.  A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Information on these factors can be found in the Annual Report on Form 10-K for the year ended December 31, 2011 available at the SEC’s website (www.sec.gov).

Contacts

BankUnited Inc.

Investor Relations:

Douglas J. Pauls, 305-461-6841

dpauls@bankunited.com

or

Media Relations:

Mary Harris: 305-817-8117

mharris@bankunited.com

Source: BankUnited Inc.

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BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(In thousands, except share data)

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BANKUNITED, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED

(In thousands, except per share data)

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BANKUNITED, INC. AND SUBSIDIARIES

AVERAGE BALANCES AND YIELDS

(Dollars in thousands)

(1) Annualized

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BANKUNITED, INC. AND SUBSIDIARIES

AVERAGE BALANCES AND YIELDS

(Dollars in thousands)

(1) Annualized

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BANKUNITED, INC. AND SUBSIDIARIES

EARNINGS (LOSS) PER COMMON SHARE

(In thousands except share amounts)