The following discussion and analysis is intended to focus on significant matters impacting and changes in the financial condition and results of operations of the Company during the three months ended March 31, 2023 and should be read in conjunction with the consolidated financial statements and notes hereto included in this Quarterly Report on Form 10-Q and BKU's 2022 Annual Report on Form 10-K for the year ended December 31, 2022 (the "2022 Annual Report on Form 10-K").

Forward-Looking Statements



This Quarterly Report on Form 10-Q 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. Words such as "anticipates," "expects," "intends,"
"plans," "believes," "seeks," "estimates," "future" and similar expressions
identify forward-looking statements. These forward-looking statements are based
on the historical performance of the Company 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 so contemplated 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, including as impacted by
external circumstances outside the Company's direct control, such as adverse
events impacting the financial services industry. 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. A number of important
factors could cause actual results to differ materially from those indicated by
the forward-looking statements, including, but not limited to, the risk factors
described in Part I, Item 1A of the 2022 Annual Report on Form 10-K and any
subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K. 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.

Overview

Recent Industry Developments

During March and April of 2023, three highly publicized regional bank closures
led to industry-wide concerns and volatility related to bank valuations,
liquidity, deposit outflows, unrealized securities losses and eroding customer
confidence in the banking system. Despite these recent developments, our
business is stable, our liquidity position is strong and our capital base
remains robust. The Company took the following actions in response to these
industry-wide developments:

•Activated our contingency funding plan, enhancing daily monitoring and reporting of liquidity trends and deposit flows, and optimized same day available liquidity by increasing cash levels and pledging additional assets to the FHLB and FRB;

•Equipped our relationship managers and branch personnel with information they could use in their outreach to customers;

•Supported our customers by offering our pre-existing ICS reciprocal insured deposit program to those with concerns about deposit insurance;

•Held regular company-wide calls to provide timely information to our employees;

•Maintained a regular cadence of communication with funding sources, counterparties and regulators;

•Made senior management available to customers as needed; and

•Are re-evaluating the Bank's concentration limits around certain types of larger deposits.



Quarterly Highlights

In evaluating our financial performance, we consider the level of and trends in
net interest income, the net interest margin, the cost of deposits, levels and
composition of non-interest income and non-interest expense, performance ratios
such as the return on average equity and return on average assets and asset
quality ratios, including the ratio of non-performing loans to total loans,
non-performing assets to total assets, trends in criticized and classified
assets and portfolio delinquency and charge-off trends. We consider growth in
and the composition of earning assets and deposits, the composition and level of
available liquidity, our interest rate risk profile, trends in funding mix and
cost of funds. We analyze these ratios and trends against our own historical
performance, our budgeted performance, our risk appetite and the financial
condition and performance of comparable financial institutions.

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Quarterly highlights include:

•Net income for the three months ended March 31, 2023 was $52.9 million, or
$0.70 per diluted share, compared to $64.2 million or $0.82 per diluted share
for the immediately preceding three months ended December 31, 2022 and $67.2
million, or $0.79 per diluted share, for the three months ended March 31, 2022.

•CET1 was 10.8% at the holding company and 12.5% at the Bank at March 31, 2023.
Pro-forma CET1 at the holding company, including accumulated other comprehensive
income, was 9.4% at March 31, 2023.

•Our liquidity position is strong. At March 31, 2023, the Bank had total same
day available liquidity of approximately $9.4 billion. As of April 21, 2023,
available liquidity had increased to approximately $12.3 billion. At March 31,
2023, the Bank's ratio of estimated insured and collateralized deposits to total
deposits was 62% and its available liquidity to estimated uninsured,
uncollateralized deposits ratio was 95%. The ratio of available liquidity to
estimated uninsured, uncollateralized deposits improved to 128% at April 21,
2023.

•During the week immediately following the onset of recent events impacting the
banking sector, the Bank experienced elevated deposit outflows; deposit flows
stabilized thereafter. Total deposits declined by $1.79 billion during the three
months ended March 31, 2023, while non-interest bearing demand deposits declined
by $671 million. Net deposit outflows the week of March 13, 2023 totaled $1.75
billion. Outflows totaling $1.9 billion that week were attributable to a small
number of larger institutional customers. For the weeks of March 20 and March
27, 2023, there were net deposit inflows totaling $245 million.

•Non-interest bearing demand deposits were 29% of total deposits at both March 31, 2023 and December 31, 2022.



•Net interest income and the net interest margin for the three months ended
March 31, 2023 were negatively impacted by an increase in the cost of funds
which more than offset the increased yield on interest-earning assets. A greater
than anticipated decline in average non-interest bearing deposits and an
increase in on-balance sheet liquidity led to an increase in higher cost
deposits and FHLB advances. The net interest margin, calculated on a
tax-equivalent basis, was 2.62% for the three months ended March 31, 2023,
compared to 2.81% for the three months ended December 31, 2022 and 2.50% for the
three months ended March 31, 2022. Net interest income decreased by $15.2
million, compared to the three months ended December 31, 2022 and increased by
$19.2 million compared to the three months ended March 31, 2022.

•In response to the rising interest rate environment, tightening liquidity
conditions and recent events impacting the banking sector, the average cost of
total deposits rose to 2.05% for the three months ended March 31, 2023, from
1.42% for the immediately preceding three months ended December 31, 2022. The
yield on average interest earning assets increased to 5.05% for the three months
ended March 31, 2023, from 4.60% for the immediately preceding three months.

•For the three months ended March 31, 2023, the provision for credit losses was
$19.8 million compared to provisions of $39.6 million and $7.8 million for the
three months ended December 31, 2022 and March 31, 2022, respectively. The ratio
of the ACL to total loans increased to 0.64%, at March 31, 2023 from 0.59% at
December 31, 2022.

•Non-interest income for the three months ended March 31, 2023 included a $13.3 million net loss on certain preferred equity investments.



•Total loans was flat quarter-over-quarter, with a $111 million decline in
residential offsetting net growth in the commercial segments of $118 million.
The core C&I and CRE portfolio segments grew by $144 million.

•The pre-tax net unrealized loss on investment securities AFS improved by $100
million during the three months ended March 31, 2023 to $574 million from $674
million at December 31, 2022. The duration of the AFS portfolio was 1.95 at
March 31, 2023. Securities held to maturity totaled only $10 million at March
31, 2023.

•The Company announced an increase of $0.02 per share in its common stock dividend for the three months ended March 31, 2023, to $0.27 per common share, reflecting an 8% increase from the previous level of $0.25 per share.

•During the three months ended March 31, 2023, the Company repurchased approximately 1.6 million shares of its common stock for an aggregate purchase price of $55.0 million, at a weighted average price of $33.41 per share. In light of the current macro-environment, we have suspended share repurchase activity.


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•Book value and tangible book value per common share improved to $33.34 and
$32.30, respectively, at March 31, 2023, from $32.19 and $31.16, respectively at
December 31, 2022.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned on interest
earning assets and interest incurred on interest bearing liabilities and is the
primary driver of core earnings. Net interest income is impacted by the mix of
interest earning assets and interest bearing liabilities, the ratio of interest
earning assets to total assets and of interest bearing liabilities to total
funding sources, movements in market interest rates, the shape of the yield
curve, levels of non-performing assets and pricing pressure from competitors.

The mix of interest earning assets is influenced by loan demand, market and
competitive conditions in our primary lending markets, by management's continual
assessment of the rate of return and relative risk associated with various
classes of earning assets and liquidity considerations. The mix of interest
bearing liabilities is influenced by the Company's liquidity profile,
management's assessment of the desire for lower cost funding sources weighed
against relationships with customers and growth expectations, our ability to
attract and retain core deposit relationships, competition for deposits in the
Company's markets and the availability and pricing of other sources of funds.
For the quarter ended March 31, 2023, the mix of interest bearing liabilities
was negatively impacted by a higher rate environment, the quantitative
tightening policy stance of the FRB which has led to a decline in deposit levels
across the banking industry and deposit outflows related to events that impacted
the banking sector in March, 2023. These factors contributed to a decline in
average non-interest bearing demand deposits and to an increase in higher cost
funding sources, including wholesale funding such as FHLB advances.

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The following table presents, for the periods indicated, information about
(i) average balances, the total dollar amount of taxable equivalent interest
income from earning assets and the resultant average yields; (ii) average
balances, the total dollar amount of interest expense on interest bearing
liabilities and the resultant average rates; (iii) net interest income; (iv) the
interest rate spread; and (v) the net interest margin. Non-accrual loans are
included in the average balances presented in this table; however, interest
income foregone on non-accrual loans is not included. Interest income, yields,
spread and margin have been calculated on a tax-equivalent basis for loans and
investment securities that are exempt from federal income taxes, at a federal
tax rate of 21% (dollars in thousands):

                                                                                                                 Three Months Ended March 31,
                                                  March 31, 2023                                                       December 31, 2022                                                      March 31, 2022
                              Average                                        Yield/                 Average                                        Yield/                 Average                                        Yield/
                              Balance             Interest (1)            Rate (1)(2)               Balance             Interest (1)            Rate (1)(2)               Balance             Interest (1)            Rate (1)(2)
Assets:
Interest earning assets:
Loans                     $ 24,724,296          $     312,125                     5.10  %       $ 24,624,062          $     292,272                     4.72  %       $ 23,349,143          $     194,551                     3.36  %
Investment securities (3)    9,672,514                119,666                     4.95  %          9,788,969                106,034                     4.33  %         10,083,083                 43,719                     1.73  %
Other interest earning
assets                       1,039,563                 12,863                     5.02  %            710,315                  7,345                     4.10  %            674,640                  1,354                     0.81  %
Total interest earning
assets                      35,436,373                444,654                     5.05  %         35,123,346                405,651                     4.60  %         34,106,866                239,624                     2.83  %
Allowance for credit
losses                        (151,071)                                                             (137,300)                                                             (129,028)
Non-interest earning
assets                       1,793,000                                                             1,837,156                                                             1,674,476
Total assets              $ 37,078,302                                                          $ 36,823,202                                                          $ 35,652,314
Liabilities and
Stockholders' Equity:
Interest bearing
liabilities:
Interest bearing demand
deposits                  $  2,283,505                 10,545              

      1.87  %       $  2,183,854                  6,704                     1.22  %       $  3,078,037                  1,364                     0.18  %
Savings and money market
deposits                    12,145,922                 91,724                     3.06  %         12,054,892                 68,001                     2.24  %         13,401,332                  6,931                     0.21  %
Time deposits                4,526,480                 31,361                     2.81  %          3,960,111                 19,698                     1.97  %          3,319,585                  3,562                     0.44  %
Total interest bearing
deposits                    18,955,907                133,630                     2.86  %         18,198,857                 94,403                     2.06  %         19,798,954                 11,857                     0.24  %
Federal funds purchased        143,580                  1,611                     4.49  %            175,637                  1,677                     3.74  %            187,539                     58                     0.12  %
FHLB advances                6,465,000                 68,039                     4.27  %          6,125,435                 53,084                     3.44  %          2,248,889                  6,146                     1.11  %
Notes and other
borrowings                     720,906                  9,262                     5.14  %            721,044                  9,260                     5.14  %            721,405                  9,261                     5.13  %
Total interest bearing
liabilities                 26,285,393                212,542                     3.28  %         25,220,973                158,424                     2.49  %         22,956,787                 27,322                     0.48  %
Non-interest bearing
demand deposits              7,458,221                                                             8,237,885                                                             9,047,864
Other non-interest
bearing liabilities            821,419                                                               879,207                                                               623,200
Total liabilities           34,565,033                                                            34,338,065                                                            32,627,851
Stockholders' equity         2,513,269                                                             2,485,137                                                             3,024,463
Total liabilities and
stockholders' equity      $ 37,078,302                                                          $ 36,823,202                                                          $ 35,652,314
Net interest income                             $     232,112                                                         $     247,227                                                         $     212,302
Interest rate spread                                                              1.77  %                                                               2.11  %                                                               2.35  %
Net interest margin                                                               2.62  %                                                               2.81  %                                                               2.50  %




(1)On a tax-equivalent basis where applicable. The tax-equivalent adjustment for
tax-exempt loans was $3.3 million for the three months ended March 31, 2023 and
$3.0 million for both the three months ended December 31, 2022 and March 31,
2022. The tax-equivalent adjustment for tax-exempt investment securities was
$0.9 million for both the three months ended March 31, 2023 and December 31,
2022, and $0.7 million for the three months ended March 31, 2022.
(2)Annualized
(3)At fair value except for securities held to maturity.

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Three months ended March 31, 2023 compared to the three months ended December 31, 2022



Net interest income, calculated on a tax-equivalent basis, was $232.1 million
for the three months ended March 31, 2023, compared to $247.2 million for the
three months ended December 31, 2022, a decrease of $15.1 million. The decrease
in net interest income was comprised of increases in tax-equivalent interest
income and interest expense of $39.0 million and $54.1 million, respectively,
for the three months ended March 31, 2023, compared to the three months ended
December 31, 2022. Overall, the net interest margin was negatively impacted by
an increase in the cost of interest-bearing deposits and FHLB advances, more
than offsetting the increased yield on interest earnings assets. A decline in
average non-interest bearing deposits and an increase in on-balance sheet
liquidity contributed to an increase in higher-cost funding.

The net interest margin, calculated on a tax-equivalent basis, was 2.62% for the
three months ended March 31, 2023, compared to 2.81% for the three months ended
December 31, 2022. More detail about factors impacting the net interest margin
for the three months ended March 31, 2023 compared to the three months ended
December 31, 2022 included:

•The tax-equivalent yield on investment securities increased to 4.95% for the
three months ended March 31, 2023, from 4.33% for the three months ended
December 31, 2022. This increase resulted primarily from the reset of coupon
rates on variable rate securities.

•The tax-equivalent yield on loans increased to 5.10% for the three months ended
March 31, 2023, from 4.72% for the three months ended December 31, 2022. Factors
contributing to this increase were the resetting of variable rate loans at
higher coupon rates and originations of new loans at higher rates.

•The average rate paid on interest bearing deposits increased to 2.86% for the
three months ended March 31, 2023, from 2.06% for the three months ended
December 31, 2022, in response to the rising interest rate environment,
tightening liquidity conditions and the shift from non-interest bearing deposits
to deposits priced at current, higher market rates.

•The average rate paid on FHLB advances increased to 4.27% for the three months
ended March 31, 2023, from 3.44% for the three months ended December 31, 2022,
primarily due to higher prevailing rates.

•Average non-interest bearing demand deposits declined by $780 million while
average cash balances increased by $313 million for the three months ended March
31, 2023. Correspondingly, the increase in average interest-bearing sources of
funds added to the balance sheet at higher current rates totaled $1.1 billion
for the three months ended March 31, 2023. The estimated impact of this shift on
the net interest margin for the three months ended March 31, 2023 was 0.14%.

Three months ended March 31, 2023 compared to the three months ended March 31, 2022



Net interest income, calculated on a tax-equivalent basis, was $232.1 million
for the three months ended March 31, 2023, compared to $212.3 million for the
three months ended March 31, 2022, an increase of $19.8 million. The increase in
net interest income was comprised of increases in tax-equivalent interest income
and interest expense of $205.0 million and $185.2 million, respectively, for the
three months ended March 31, 2023, compared to the three months ended March 31,
2022. The increase in tax equivalent interest income was driven primarily by
increases in interest income from loans and investment securities of $117.6
million and $75.9 million, respectively, for the three months ended March 31,
2023 compared to the three months ended March 31, 2022. The increase in interest
expense was driven by increases in interest expense on deposits and borrowings
of $121.8 million and $63.4 million, respectively, for the three months ended
March 31, 2023, compared to the three months ended March 31, 2022.

Increases in interest income for the three months ended March 31, 2023 compared
to the three months ended March 31, 2022 reflected increases in both the average
balance of and the yields on loans and rising yields on investment securities.
Increases in interest expense for the three months ended March 31, 2023 compared
to the three months ended March 31, 2022 reflected the increase in the cost of
interest-bearing deposits partially offset by a decline in the average balance
and an increase in both the cost and average balance of FHLB advances. A decline
in average non-interest bearing deposits and an increase in on-balance sheet
liquidity also contributed to the increase in interest expense.

The net interest margin, calculated on a tax-equivalent basis, was 2.62% for the
three months ended March 31, 2023 compared to 2.50% for the three months ended
March 31, 2022. Offsetting factors impacting the net interest margin for the
three months ended March 31, 2023 compared to the three months ended March 31,
2022 included:

•The tax-equivalent yield on loans expanded to 5.10% for the three months ended
March 31, 2023, from 3.36% for the three months ended March 31, 2022. Factors
contributing to this increase were the resetting of variable rate loans at
higher coupon rates and originations of new loans at higher rates.

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•The tax-equivalent yield on investment securities increased to 4.95% for the
three months ended March 31, 2023 from 1.73% for the three months ended March
31, 2022. This increase resulted primarily from the reset of coupon rates on
variable rate securities as well as purchases of securities at higher yields.

•The average rate paid on interest bearing deposits increased to 2.86% for the
three months ended March 31, 2023 from 0.24% for the three months ended March
31, 2022, primarily in response to the rising interest rate environment and
tightening liquidity conditions.

•The average rate paid on FHLB advances increased to 4.27% for the three months ended March 31, 2023 from 1.11% for the three months ended March 31, 2022, primarily due to higher prevailing rates.

Provision for Credit Losses



The provision for credit losses is a charge or credit to earnings required to
maintain the ACL at a level consistent with management's estimate of expected
credit losses on financial assets carried at amortized cost at the balance sheet
date. The amount of the provision is impacted by changes in current economic
conditions as well as in management's reasonable and supportable economic
forecast, loan originations and runoff, changes in portfolio mix, risk rating
migration and portfolio seasoning, changes in specific reserves, changes in
expected prepayment speeds and other assumptions. The provision for credit
losses also includes amounts related to off-balance sheet credit exposures and
may include amounts related to accrued interest receivable and AFS debt
securities.

The following table presents the components of the provision for credit losses for the periods indicated (in thousands):

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