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First Busey
BUSE
#4524
Rank
ยฃ1.70 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
ยฃ19.81
Share price
-1.04%
Change (1 day)
35.60%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
  1. First Busey
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2022 Q3

First Busey - 10-Q quarterly report FY2022 Q3


Text size:
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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
þQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2022
oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 0-15950
FIRST BUSEY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada37-1078406
(State or other jurisdiction of incorporation
or organization)		(I.R.S. Employer Identification No.)
100 W. University Ave.
Champaign, Illinois
61820
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code: (217) 365-4544
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol (s)Name of each exchange on which registered
Common Stock, $.001 par valueBUSE
The Nasdaq Stock Market LLC
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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerþ
Accelerated filer o
Non-accelerated filer o
Smaller reporting companyo
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at November 3, 2022
Common Stock, $.001 par value55,232,434

Table of Contents
FIRST BUSEY CORPORATION
FORM 10-Q
September 30, 2022

Table of Contents
3
5
5
CONSOLIDATED BALANCE SHEETS
6
CONSOLIDATED STATEMENTS OF INCOME
7
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
8
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
9
CONSOLIDATED STATEMENTS OF CASH FLOWS
11
13
Note 1:    Significant Accounting Policies
13
Note 2:    Acquisitions
15
Note 3:    Securities
18
Note 4:    Portfolio Loans
22
Note 5:    Deposits
31
Note 6:    Borrowings
32
Note 7:    Regulatory Capital
34
Note 8:    Stock-Based Compensation
36
Note 9:    Outstanding Commitments and Contingent Liabilities
39
Note 10:  Derivative Financial Instruments
40
Note 11:  Fair Value Measurements
44
Note 12:  Earnings per Common Share
48
Note 13:  Accumulated Other Comprehensive Income (Loss)
50
Note 14:  Operating Segments and Related Information
51
Note 15:  Leases
54
56
85
86
87
87
87
87
87
87
87
88
89
2
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GLOSSARY
We use acronyms, abbreviations, and other terms throughout this Quarterly Report, as defined in the glossary below:
TermDefinition
2020 Equity PlanFirst Busey's 2020 Equity Incentive Plan
ACLAllowance for credit losses
Annual ReportAnnual report filed with the SEC on Form 10-K pursuant to Section 13 or 15(d) of the Exchange Act
AOCIAccumulated other comprehensive income (loss)
ASCAccounting Standards Codification
ASUAccounting Standards Update
Basel III2010 capital accord adopted by the international Basel Committee on Banking Supervision
Basel III RuleRegulations promulgated by U.S. federal banking agencies – the OCC, the Federal Reserve, and the FDIC – to both enforce implementation of certain aspects of the Basel III capital reforms and effect certain changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act
bpsbasis points
CACCummins-American Corp.
CARES ActCoronavirus Aid, Relief, and Economic Security Act
CECLCurrent Expected Credit Losses
COVID-19Coronavirus disease 2019
DSUDeferred stock unit
ESPPEmployee Stock Purchase Plan
Exchange ActSecurities Exchange Act of 1934, as amended
Fair value
The price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date, as defined in ASC Topic 820 “Fair Value Measurement”
FDICFederal Deposit Insurance Corporation
Federal ReserveBoard of Governors of the Federal Reserve System
FHLBFederal Home Loan Bank
First BuseyFirst Busey Corporation and its wholly-owned consolidated subsidiaries; also, “Busey,” the “Company,” “we,” “us,” and “our”
First Busey Risk ManagementFirst Busey Risk Management, Inc.
FirsTechFirsTech, Inc.
FOMCFederal Open Market Committee
GAAPU.S. Generally Accepted Accounting Principles
GSBGlenview State Bank
Interagency StatementInteragency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus, issued on March 22, 2020, and revised on April 7, 2020
LIBORLondon Interbank Offered Rate
LOCOMLower of Cost or Market, an accounting approach under which loans are carried at amortized historical cost less loan write-offs and downward market value adjustments, as may be applicable
NMNot meaningful
NMTCNew Markets Tax Credit
OCIOther comprehensive income (loss)
OREOOther real estate owned
3
Table of Contents
TermDefinition
PCDPurchased credit deteriorated
PPPPaycheck Protection Program
PSUPerformance-based restricted stock unit
Quarterly ReportQuarterly report filed with the SEC on Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act
RSURestricted stock unit
SBAU.S. Small Business Administration
SECU.S. Securities and Exchange Commission
SOFRSecured Overnight Financing Rate published by the Federal Reserve
TDRTroubled debt restructuring
U.S.United States of America
U.S. TreasuryU.S. Department of the Treasury
4
Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
5
Table of Contents
FIRST BUSEY CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(dollars in thousands)
As of
September 30,
2022		December 31,
2021
Assets
Cash and cash equivalents:
Cash and due from banks$121,419 $102,983 
Interest-bearing deposits225,730 733,112 
Total cash and cash equivalents347,149 836,095 
Debt securities available for sale2,547,041 3,981,251 
Debt securities held to maturity936,328 — 
Equity securities11,341 13,571 
Loans held for sale (2022 at LOCOM, 2021 at fair value)4,546 23,875 
Portfolio loans (net of ACL of $90,722 at September 30, 2022, and $87,887 at December 31, 2021)
7,579,392 7,101,111 
Premises and equipment, net128,175 136,147 
Right of use assets10,202 10,533 
Goodwill317,873 317,873 
Other intangible assets, net49,218 58,051 
Cash surrender value of bank owned life insurance179,533 176,940 
Other assets 386,590 204,242 
Total assets$12,497,388 $12,859,689 
Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Noninterest-bearing$3,628,169 $3,670,267 
Interest-bearing6,973,228 7,098,310 
Total deposits10,601,397 10,768,577 
Securities sold under agreements to repurchase234,597 270,139 
Short-term borrowings16,225 17,678 
Long-term debt33,000 46,056 
Senior notes, net of unamortized issuance costs— 39,944 
Subordinated notes, net of unamortized issuance costs221,835 182,773 
Junior subordinated debt owed to unconsolidated trusts 71,765 71,635 
Lease liabilities10,311 10,591 
Other liabilities201,670 133,184 
Total liabilities11,390,800 11,540,577 
Outstanding commitments and contingent liabilities (see Notes 9 and 15)
Stockholders’ Equity
Common stock, ($.001 par value; 100,000,000 shares authorized)
58 58 
Additional paid-in capital1,319,921 1,316,984 
Retained earnings147,358 92,463 
AOCI(288,995)(23,758)
Total stockholders’ equity before treasury stock 1,178,342 1,385,747 
Treasury stock at cost(71,754)(66,635)
Total stockholders’ equity1,106,588 1,319,112 
Total liabilities and stockholders’ equity$12,497,388 $12,859,689 
Shares
Common shares issued58,116,970 58,116,970 
Less treasury shares(2,884,536)(2,682,060)
Common shares outstanding55,232,434 55,434,910 
See accompanying notes to unaudited consolidated financial statements.
6
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(dollars in thousands, except per share amounts)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Interest income
Interest and fees on loans$76,081 $65,163 $202,530 $189,132 
Interest and dividends on investment securities:
Taxable interest income17,436 11,324 47,370 29,016 
Non-taxable interest income813 915 2,482 2,878 
Other interest income1,085 462 1,720 857 
Total interest income95,415 77,864 254,102 221,883 
Interest expense
Deposits3,565 3,059 7,835 10,086 
Federal funds purchased and securities sold under agreements to repurchase459 60 665 177 
Short-term borrowings190 112 426 195 
Long-term debt372 270 859 415 
Senior notes— 400 637 1,199 
Subordinated notes3,738 2,480 9,243 7,436 
Junior subordinated debt owed to unconsolidated trusts786 728 2,148 2,185 
Total interest expense9,110 7,109 21,813 21,693 
Net interest income86,305 70,755 232,289 200,190 
Provision for credit losses2,364 (1,869)3,764 (10,365)
Net interest income after provision for credit losses83,941 72,624 228,525 210,555 
Noninterest income
Wealth management fees12,508 13,749 42,422 39,335 
Fees for customer services7,627 9,288 26,122 25,936 
Payment technology solutions5,080 4,620 15,045 13,771 
Mortgage revenue438 1,740 1,697 6,153 
Income on bank owned life insurance958 999 2,716 3,439 
Realized net gains (losses) on securities(74)(5)52 114 
Unrealized net gains (losses) recognized on equity securities78 62 (2,376)2,482 
Other income4,318 2,806 12,046 6,485 
Total noninterest income30,933 33,259 97,724 97,715 
Noninterest expense
Salaries, wages, and employee benefits39,762 41,949 117,226 107,222 
Data processing5,447 7,782 15,800 16,881 
Net occupancy expense of premises4,705 4,797 14,492 13,606 
Furniture and equipment expenses1,799 2,208 5,874 6,300 
Professional fees1,579 1,361 4,693 5,617 
Amortization of intangible assets2,871 3,149 8,833 8,200 
Interchange expense1,574 1,434 4,606 4,360 
Other expense12,999 10,807 38,680 28,425 
Total noninterest expense70,736 73,487 210,204 190,611 
Income before income taxes44,138 32,396 116,045 117,659 
Income taxes8,477 6,455 22,121 24,136 
Net income$35,661 $25,941 $93,924 $93,523 
Basic earnings per common share$0.64 $0.46 $1.70 $1.69 
Diluted earnings per common share$0.64 $0.46 $1.67 $1.67 
Dividends declared per share of common stock $0.23 $0.23 $0.69 $0.69 
See accompanying notes to unaudited consolidated financial statements.
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(dollars in thousands)
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net income$35,661 $25,941 $93,924 $93,523 
OCI:
Unrealized gains (losses) on debt securities available for sale:
Net unrealized holding gains (losses) on debt securities available for sale, net of taxes of $27,631, $4,902, $84,519, and $14,195, respectively
(69,306)(12,296)(211,988)(35,606)
Unrealized gains (losses) on debt securities transferred to held to maturity from available for sale, net of taxes of $—, $—, $13,812, and $—, respectively
— — (34,644)— 
Reclassification adjustment for realized (gains) losses on debt securities available for sale included in net income, net of taxes of $(21), $(1), $8, and $7, respectively
53 4 (20)(16)
Amortization of unrealized losses on securities transferred to held to maturity, net of taxes of $(515), $—, $(1,396), and $—, respectively
1,291 — 3,500 — 
Net change in unrealized gains (losses) on debt securities available for sale(67,962)(12,292)(243,152)(35,622)
Unrealized gains (losses) on cash flow hedges:
Net unrealized holding gains (losses) on cash flow hedges, net of taxes of $4,061, $2, $8,604, and $(134), respectively
(10,192)(5)(21,587)336 
Reclassification adjustment for realized (gains) losses on cash flow hedges included in net income, net of taxes of $(104), ($82), $199, and ($243), respectively
266 206 (498)611 
Net change in unrealized gains (losses) on cash flow hedges(9,926)201 (22,085)947 
Net change in AOCI(77,888)(12,091)(265,237)(34,675)
Total comprehensive income (loss)$(42,227)$13,850 $(171,313)$58,848 
See accompanying notes to unaudited consolidated financial statements.
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(dollars in thousands, except per share amounts)
Three Months Ended September 30, 2022
SharesCommon
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total
Stockholders'
Equity
Balance, June 30, 202255,335,703$58 $1,317,675 $124,685 $(211,107)$(69,354)$1,161,957 
Net income—— — 35,661 — — 35,661 
OCI, net of tax—— — — (77,888)— (77,888)
Repurchase of stock(130,000)— — — — (3,088)(3,088)
Issuance of treasury stock for ESPP10,993— (77)— — 283 206 
Net issuance of treasury stock for RSU/DSU vesting and related tax15,738— (434)— — 405 (29)
Cash dividends on common stock at $0.23 per share
—— — (12,707)— — (12,707)
Stock dividend equivalents on RSUs at $0.23 per share
—— 281 (281)— — — 
Stock-based compensation—— 2,476 — — — 2,476 
Balance, September 30, 202255,232,434$58 $1,319,921 $147,358 $(288,995)$(71,754)$1,106,588 
Nine Months Ended September 30, 2022
SharesCommon
Stock		Additional
Paid-in
Capital		Retained
Earnings		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total
Stockholders'
Equity
Balance, December 31, 202155,434,910$58 $1,316,984 $92,463 $(23,758)$(66,635)$1,319,112 
Net income—— — 93,924 — — 93,924 
OCI, net of tax—— — — (265,237)— (265,237)
Repurchase of stock(388,614)— — — — (9,912)(9,912)
Issuance of treasury stock for ESPP50,033— (271)— — 1,288 1,017 
Net issuance of treasury stock for RSU/DSU vesting and related tax136,105— (4,383)— — 3,505 (878)
Cash dividends on common stock at $0.69 per share
—— — (38,159)— — (38,159)
Stock dividend equivalents on RSUs at $0.69 per share
—— 870 (870)— — — 
Stock-based compensation—— 6,721 — — — 6,721 
Balance, September 30, 202255,232,434$58 $1,319,921 $147,358 $(288,995)$(71,754)$1,106,588 

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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
(dollars in thousands, except per share amounts)
Three Months Ended September 30, 2021
Shares Common
Stock		 Additional
Paid-in
Capital		 Retained
Earnings
(Accumulated
Deficit)		 Accumulated
Other
Comprehensive
Income (Loss)		 Treasury
Stock		 Total
Stockholders'
Equity
Balance, June 30, 202156,330,616$58 $1,316,716 $62,926 $10,725 $(44,734)$1,345,691 
Net income—— — 25,941 — — 25,941 
OCI, net of tax—— — — (12,091)— (12,091)
Stock issued in acquisition, net of stock issuance costs—— (29)— — — (29)
Repurchase of stock(625,000)— — — — (14,790)(14,790)
Issuance of treasury stock for ESPP14,658— (70)— — 377 307 
Net issuance of treasury stock for RSU/DSU vesting and related tax106,710(3,738)— — 2,850 (888)
Cash dividends on common stock at $0.23 per share
—— — (12,956)— — (12,956)
Stock dividend equivalents on RSUs at $0.23 per share
—— 268 (268)— — — 
Stock-based compensation—— 1,891 — — — 1,891 
Balance, September 30, 202155,826,984$58 $1,315,038 $75,643 $(1,366)$(56,297)$1,333,076 
Nine Months Ended September 30, 2021
SharesCommon
Stock		Additional
Paid-in
Capital		Retained
Earnings
(Accumulated
Deficit)		Accumulated
Other
Comprehensive
Income (Loss)		Treasury
Stock		Total
Stockholders'
Equity
Balance, December 31, 202054,404,379$56 $1,253,360 $20,830 $33,309 $(37,486)$1,270,069 
Net income—— — 93,523 — — 93,523 
OCI, net of tax—— — — (34,675)— (34,675)
Stock issued in acquisition, net of stock issuance costs2,206,2372 58,953 58,955 
Repurchase of stock(905,000)— — — — (22,038)(22,038)
Issuance of treasury stock for ESPP14,658— (70)— — 377 307 
Net issuance of treasury stock for RSU/DSU vesting and related tax106,710— (3,738)— — 2,850 (888)
Cash dividends on common stock at $0.69 per share
—— — (37,953)— — (37,953)
Stock dividend equivalents on RSUs at $0.69 per share
—— 757 (757)— — — 
Stock-based compensation—— 5,776 — — — 5,776 
Balance, September 30, 202155,826,984$58 $1,315,038 $75,643 $(1,366)$(56,297)$1,333,076 
See accompanying notes to unaudited consolidated financial statements.
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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(dollars in thousands)
Nine Months Ended September 30,
20222021
Cash Flows Provided by (Used in) Operating Activities
Net income $93,924 $93,523 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for credit losses3,764 (10,365)
Amortization of intangible assets8,833 8,200 
Amortization of mortgage servicing rights2,757 4,202 
Amortization of NMTC4,668 4,308 
Depreciation and amortization of premises and equipment8,035 8,723 
Net amortization (accretion) on portfolio loans2,524 (4,860)
Net amortization (accretion) of premium (discount) on investment securities15,820 17,263 
Net amortization (accretion) of premium (discount) on time deposits(318)(929)
Net amortization (accretion) of premium (discount) on FHLB advances and other borrowings1,152 620 
Impairment of OREO and other repossessed assets611 — 
Impairment of fixed assets held for sale427 — 
Impairment of mortgage servicing rights(9)(542)
Impairment of leases84 — 
Unrealized (gains) losses recognized on equity securities, net2,376 (2,482)
(Gain) loss on sales of equity securities, net(24)— 
(Gain) loss on sales of debt securities, net(28)(114)
(Gain) loss on sales of loans, net(1,777)(8,202)
(Gain) loss on sales of OREO56 163 
(Gain) loss on sales of premises and equipment(666)(1,007)
(Gain) loss on life insurance proceeds— (493)
(Increase) decrease in cash surrender value of bank owned life insurance(2,716)(2,946)
Provision for deferred income taxes(3)2,326 
Stock-based compensation6,721 5,776 
Mortgage loans originated for sale(63,986)(214,096)
Proceeds from sales of mortgage loans84,732 244,356 
(Increase) decrease in other assets(45,575)(17,099)
Increase (decrease) in other liabilities(3,364)(23,829)
Net cash provided by (used in) operating activities$118,018 $102,496 
Cash Flows Provided by (Used in) Investing Activities
Purchases of equity securities$(14,820)$(11,017)
Purchases of debt securities available for sale(279,831)(2,048,554)
Proceeds from sales of equity securities15,418 7,254 
Proceeds from sales of debt securities available for sale— 290,955 
Proceeds from paydowns and maturities of debt securities held to maturity51,552 — 
Proceeds from paydowns and maturities of debt securities available for sale370,274 641,754 
Proceeds from the redemption of FHLB stock225 — 
Net cash received in (paid for) acquisitions (see Note 2)— 228,279 
Net (increase) decrease in loans(484,701)114,729 
Cash paid for premiums on bank-owned life insurance(101)(118)
Proceeds from life insurance219 3,232 
Purchases of premises and equipment(4,006)(4,041)
Proceeds from disposition of premises and equipment4,182 6,519 
Proceeds from sales of OREO2,662 1,452 
Net cash provided by (used in) investing activities$(338,927)$(769,556)

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FIRST BUSEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
(dollars in thousands)
Nine Months Ended September 30,
20222021
Cash Flows Provided by (Used in) Financing Activities
Net increase (decrease) in deposits$(166,862)$816,551 
Net change in federal funds purchased and securities sold under agreements to repurchase(35,542)48,977 
Proceeds from FHLB advances— 5,000 
Repayment of FHLB advances(5,507)(4,492)
Proceeds from other borrowings, net of debt issuance costs98,094 72,500 
Repayment of other borrowings(109,000)(15,500)
Cash dividends paid(38,159)(37,953)
Purchase of treasury stock(9,912)(22,038)
Cash paid for withholding taxes on stock-based payments(878)(888)
Issuance of treasury stock for ESPP(271)361 
Common stock issuance costs— (150)
Net cash provided by (used in) financing activities$(268,037)$862,368 
Net increase (decrease) in cash and cash equivalents(488,946)195,308 
Cash and cash equivalents, beginning of period836,095 688,537 
Cash and cash equivalents, ending of period$347,149 $883,845 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest$19,465 $16,257 
Income taxes30,506 19,586 
Non-cash investing and financing activities:
OREO acquired in settlement of loans132 228 
Transfer of debt securities available for sale to held to maturity985,199 — 
See accompanying notes to unaudited consolidated financial statements.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1: Significant Accounting Policies
Nature of Operations
First Busey Corporation, a Nevada corporation organized in 1980, is a $12.5 billion financial holding company headquartered in Champaign, Illinois. Our common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE.”
The Company operates and reports its business in three segments: Banking, FirsTech, and Wealth Management.
Banking
The Banking operating segment provides a full range of banking services to individual and corporate customers through the Company’s wholly-owned bank subsidiary, Busey Bank, with 58 banking centers in Illinois; the St. Louis, Missouri metropolitan area; southwest Florida; and Indianapolis, Indiana.
FirsTech
The FirsTech operating segment provides comprehensive and innovative payment technology solutions that include, but are not limited to, text-based mobile bill pay; electronic payment concentration delivered to Automated Clearing House networks, money management, and credit card networks; walk-in payment processing for customers at retail pay agents; customer service payments made over a telephone; direct debit services; and lockbox remittance processing for customers to make payments by mail. FirsTech also provides additional tools to help clients with billing, reconciliation, bill reminders, and treasury services.
Wealth Management
The Wealth Management operating segment provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations.
Basis of Financial Statement Presentation
These unaudited consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements included in our 2021 Annual Report. These interim unaudited consolidated financial statements serve to update our 2021 Annual Report and may not include all information and notes necessary to constitute a complete set of financial statements.
We prepared these unaudited consolidated financial statements in conformity with GAAP. We have eliminated intercompany accounts and transactions. We have also reclassified certain prior year amounts to conform to the current period presentation. These reclassifications did not have a material impact on our consolidated financial condition or results of operations.
In our opinion, the unaudited consolidated financial statements reflect all normal, recurring adjustments needed to present fairly our results for the interim periods. The results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period.
Use of Estimates
In preparing the accompanying unaudited consolidated financial statements in conformity with GAAP, the Company’s management is required to make estimates and assumptions that affect the amounts reported in the financial statements and the disclosures provided. Actual results could differ from those estimates. Material estimates which are particularly susceptible to significant change in the near term relate to the fair value of debt securities available for sale, fair value of assets acquired and liabilities assumed in business combinations, goodwill, income taxes, and the determination of the ACL.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Change in Accounting Principle
Effective January 1, 2022, the Company elected to account for all newly originated loans held for sale at LOCOM. Prior to this change, the Company accounted for loans held for sale at fair value. This change did not have a material impact on our results of operations during the three or nine months ended September 30, 2022.
Impact of Recently Adopted Accounting Standards
ASU 2021-10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance” establishes disclosure requirements for transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model. Disclosures required under this standard include 1) the types of transactions, 2) the accounting for those transactions, and 3) the effect of those transactions on the consolidated financial statements. This update was effective for annual periods beginning January 1, 2022, and applies prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application. Adoption of this standard did not have a material impact on First Busey’s financial position or results of operations.
ASU 2021-05 “Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments” amends the lessor’s classification of certain leases under ASC Topic 842. Under this updated guidance, leases that would otherwise be classified as a sales-type or direct financing lease must be classified by a lessor as an operating lease when the following conditions are met: 1) the contract includes variable lease payments that do not depend on an index or rate and 2) classification as a sales-type or direct financing lease would result in recognition of a selling loss at lease commencement. This guidance was effective for First Busey beginning January 1, 2022, and was applied on a prospective basis. Adoption of this standard did not have a material impact on the Company’s financial position or results of operations.
ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” clarifies how an issuer should account for modifications or exchanges of equity-classified written call options (i.e. a warrant to purchase the issuer’s common stock). This accounting standard requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. This guidance was effective for First Busey beginning January 1, 2022, and was applied on a prospective basis. Adoption of this standard did not have a material impact on the Company’s financial position or results of operations.
Recently Issued Accounting Standards
ASU 2022-03 “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” clarifies that contractual restrictions on the sale of equity securities are not considered in measuring the fair value of those equity securities, and further that contractual sale restrictions cannot be recognized and measured as a separate unit of account. This standard applies prospectively, and is effective for First Busey beginning January 1, 2024. Early adoption is permitted. First Busey is currently evaluating the potential effect on the Company’s financial position and results of operations.
ASU 2022-02 “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” eliminates the TDR accounting model for creditors that have already adopted CECL. In lieu of the TDR accounting model, loan refinancing and restructuring guidance in ASC Subtopic 310-20 “Investments—Debt Securities” will apply to all loan modifications, including those made for borrowers experiencing financial difficulty. This standard also enhances disclosure requirements related to certain loan modifications. Additionally, this standard introduces new requirements to disclose gross write-off information in the vintage disclosures of financing receivables by credit quality indicator and class of financing receivable by year of origination. This standard applies prospectively. For the transition method related to the recognition and measurement of TDRs, there is an option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. This standard is effective for First Busey beginning January 1, 2023. Early adoption is permitted. First Busey is currently evaluating the potential effect on the Company’s financial position and results of operations.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

ASU 2022-01 “Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method” replaces the current last-of-layer hedge accounting method with an expanded portfolio layer method that permits multiple hedged layers of a single closed portfolio. The scope of the portfolio layer method is also expanded to include non-prepayable financial assets. This update also provides additional guidance on the accounting for and disclosure of hedge basis adjustments that are applicable to the portfolio layer method, and specifies how hedge basis adjustments should be considered when determining credit losses for the assets included in the closed portfolio. Amendments related to hedge basis adjustments which are included in this standard apply on a modified retrospective basis by means of a cumulative-effect adjustment to the opening balance of retained earnings on the initial application date. Amendments related to disclosure which are included in this standard may be applied on a prospective basis from the initial application date, or on a retrospective basis to each prior period presented after the date of adoption of the amendments in ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” This standard is effective for First Busey beginning January 1, 2023, and may be early adopted. First Busey is currently evaluating the potential effect on the Company’s financial position and results of operations.
ASU 2021-08 “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” requires measurement and recognition in accordance with ASC Topic 606 “Revenue from Contracts with Customers” for contract assets and contract liabilities acquired in a business combination. This update is effective for First Busey beginning January 1, 2023, and may be adopted early. This standard applies prospectively to all business combinations that occur on or after the date it is adopted and, if applicable, retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application. First Busey is currently evaluating the potential effect on the Company’s financial position and results of operations.
COVID-19
Throughout the COVID-19 pandemic, First Busey operated as an essential community resource, providing approximately $1.1 billion in payroll assistance for small businesses and select nonprofits through low-interest, 100% government-guaranteed loans as part of the PPP. First Busey had $1.5 million in PPP loans outstanding, with an amortized cost of $1.4 million, as of September 30, 2022. In comparison, First Busey had $76.9 million in PPP loans outstanding, with an amortized cost of $75.0 million, as of December 31, 2021.
Subsequent Events
The Company has evaluated subsequent events for potential recognition and/or disclosure through the date the unaudited consolidated financial statements included in this Quarterly Report were issued. Early in the fourth quarter of 2022, we implemented a targeted restructuring and efficiency optimization plan that is expected to generate annual salary and benefits savings of $4.0 million to $4.4 million. We also expect to incur one-time severance-related costs associated with this initiative of $1.1 million to $1.3 million, most of which are expected to be realized in the fourth quarter of 2022. We expect to largely reinvest the anticipated savings to support ongoing growth initiatives across our franchise over the next several quarters. Other than this item, there were no significant subsequent events for the quarter ended September 30, 2022, through the filing date of these unaudited consolidated financial statements.
Note 2: Acquisitions
Cummins-American Corp.
Effective May 31, 2021, the Company completed its acquisition of CAC, the holding company for GSB. The partnership enhanced the Company’s existing deposit, commercial banking, and wealth management presence in the Chicago-Naperville-Elgin, IL-IN-WI Metropolitan Statistical Area. GSB’s results of operations were included in the Company’s results of operations beginning June 1, 2021. First Busey operated GSB as a separate banking subsidiary until August 14, 2021, when it was merged with and into Busey Bank. At that time, all GSB banking centers became branches of Busey Bank.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Under the terms of the definitive agreement, each share of CAC common stock issued and outstanding as of the effective date was converted into the right to receive 444.4783 shares of First Busey common stock and $14,173.96 in cash, which reflects adjustments made to the cash consideration in accordance with the terms of the definitive agreement. The fair value of the common shares of First Busey issued as part of the consideration paid to the holders of CAC common stock was determined on the basis of the closing price of First Busey’s common stock on May 28, 2021, the last trading day immediately preceding the acquisition date of May 31, 2021. As additional consideration provided to CAC’s shareholders in the merger, CAC paid a special dividend to its shareholders in the amount of $60.0 million, or $12,087.58 per share of CAC common stock, on May 28, 2021.
This transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged was recorded at estimated fair values on the date of acquisition. Fair values were subject to refinement for up to one year after the closing date, as additional information regarding the closing date fair values became available, and were final as of May 31, 2022. The Company did not record any fair value adjustments during 2022.
As the total consideration paid for CAC exceeded the estimated fair value of net assets acquired, goodwill of $6.3 million was recorded as a result of the acquisition. The amount of goodwill recognized as a result of this transaction was fully tax deductible for federal income tax purposes in accordance with the Company’s election pursuant to Section 338(h)(10) of the Internal Revenue Code. Goodwill recorded for this transaction reflects synergies expected from the acquisition and expansion within the Chicago-Naperville-Elgin, IL-IN-WI Metropolitan Statistical Area, and was assigned to the Banking operating segment.
During the three months ended September 30, 2022, First Busey did not incur any pre-tax acquisition expenses related to the acquisition of CAC. During the nine months ended September 30, 2022, First Busey incurred $0.8 million in pre-tax acquisition expenses related to the acquisition of CAC, comprised primarily of compensation expense and data processing expense.
Fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred, were as follows (dollars in thousands):
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CAC
May 31, 2021
Assets acquired
Cash and cash equivalents$298,637 
Securities702,367 
Portfolio loans, net of ACL430,470 
Premises and equipment17,034 
Other intangible assets17,340 
Mortgage servicing rights629 
Other assets8,176 
Total assets acquired1,474,653 
Liabilities assumed
Deposits1,315,671 
Other borrowings16,651 
Other liabilities19,205 
Total liabilities assumed1,351,527 
Net assets acquired$123,126 
Consideration paid:
Cash $70,358 
Common stock59,105 
Total consideration paid$129,463 
Goodwill$6,337 
The fair value of PCD financial assets was $60.5 million on the date of acquisition. Gross contractual amounts receivable relating to the PCD financial assets was $65.2 million. The Company estimated, on the date of acquisition, that $4.2 million of the contractual cash flows specific to the PCD financial assets will not be collected.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 3: Debt Securities
The tables below provide the amortized cost, unrealized gains and losses, and fair values of debt securities summarized by major category (dollars in thousands):
As of September 30, 2022
Amortized
Cost		UnrealizedFair
Value
Gross GainsGross Losses
Debt securities available for sale
U.S. Treasury securities$145,495 $— $(4,653)$140,842 
Obligations of U.S. government corporations and agencies25,287 4 (358)24,933 
Obligations of states and political subdivisions298,653 35 (27,853)270,835 
Asset-backed securities490,076 — (23,552)466,524 
Commercial mortgage-backed securities98,719 — (10,968)87,751 
Residential mortgage-backed securities1,538,308 1 (233,995)1,304,314 
Corporate debt securities279,310 20 (27,488)251,842 
Total debt securities available for sale$2,875,848 $60 $(328,867)$2,547,041 
Debt securities held to maturity
Commercial mortgage-backed securities$486,116 $— $(60,341)$425,775 
Residential mortgage-backed securities450,212 — (67,102)383,110 
Total debt securities held to maturity$936,328 $— $(127,443)$808,885 
As of December 31, 2021
Amortized
Cost		UnrealizedFair
Value
Gross GainsGross Losses
Debt securities available for sale
U.S. Treasury securities$166,768 $41 $(1,047)$165,762 
Obligations of U.S. government corporations and agencies37,579 891 — 38,470 
Obligations of states and political subdivisions300,602 7,760 (1,493)306,869 
Asset-backed securities492,055 295 (164)492,186 
Commercial mortgage-backed securities625,339 3,425 (13,766)614,998 
Residential mortgage-backed securities2,095,104 8,889 (34,680)2,069,313 
Corporate debt securities296,076 1,081 (3,504)293,653 
Total debt securities available for sale$4,013,523 $22,382 $(54,654)$3,981,251 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Maturities of debt securities
Amortized cost and fair value of debt securities, by contractual maturity or pre-refunded date, are shown below. Mortgages underlying mortgage-backed securities and asset-backed securities may be called or prepaid; therefore, actual maturities could differ from the contractual maturities. All mortgage-backed securities were issued by U.S. government corporations and agencies (dollars in thousands):
As of September 30, 2022
Amortized
Cost		Fair
Value
Debt securities available for sale
Due in one year or less$176,516 $174,227 
Due after one year through five years410,372 379,095 
Due after five years through ten years353,968 319,381 
Due after ten years1,934,992 1,674,338 
Debt securities available for sale$2,875,848 $2,547,041 
Debt securities held to maturity
Due after one year through five years46,961 43,738 
Due after five years through ten years65,516 58,346 
Due after ten years823,851 706,801 
Debt securities held to maturity$936,328 $808,885 
Gains and losses on debt securities
Realized gains and losses related to sales and calls of debt securities available for sale are summarized as follows (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Realized gains and losses on debt securities
Gross gains on debt securities$— $— $114 $524 
Gross (losses) on debt securities(74)(5)(86)(410)
Realized net gains (losses) on debt securities1
$(74)$(5)$28 $114 
1.Net gains (losses) on sales of securities reported in the unaudited Consolidated Statements of Income include sales of equity securities, excluded in this table.
Debt securities with carrying amounts of $675.8 million on September 30, 2022, and $708.9 million on December 31, 2021, were pledged as collateral for public deposits, securities sold under agreements to repurchase, and for other purposes as required.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Debt securities in an unrealized loss position
The following information pertains to debt securities with gross unrealized losses, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (dollars in thousands):
As of September 30, 2022
Less than 12 months12 months or moreTotal
Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
Debt securities available for sale
U.S. Treasury securities$2,067 $(5)$138,775 $(4,648)$140,842 $(4,653)
Obligations of U.S. government corporations and agencies21,629 (358)— — 21,629 (358)
Obligations of states and political subdivisions220,960 (20,029)41,779 (7,824)262,739 (27,853)
Asset-backed securities441,896 (21,681)24,628 (1,871)466,524 (23,552)
Commercial mortgage-backed securities74,334 (8,761)13,417 (2,207)87,751 (10,968)
Residential mortgage-backed securities557,046 (72,807)747,141 (161,188)1,304,187 (233,995)
Corporate debt securities75,608 (9,426)173,266 (18,062)248,874 (27,488)
Debt securities available for sale with gross unrealized losses$1,393,540 $(133,067)$1,139,006 $(195,800)$2,532,546 $(328,867)
Debt securities held to maturity
Commercial mortgage-backed securities$109,085 $(15,592)$316,690 $(44,749)$425,775 $(60,341)
Residential mortgage-backed securities162,575 (29,243)220,535 (37,859)383,110 (67,102)
Debt securities held to maturity with gross unrealized losses$271,660 $(44,835)$537,225 $(82,608)$808,885 $(127,443)
As of December 31, 2021
Less than 12 months12 months or moreTotal
Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses		Fair
Value		Unrealized
Losses
Debt securities available for sale
U.S. Treasury securities$163,653 $(1,047)$— $— $163,653 $(1,047)
Obligations of states and political subdivisions92,680 (1,493)— — 92,680 (1,493)
Asset-backed securities89,983 (164)— — 89,983 (164)
Commercial mortgage-backed securities389,078 (10,186)85,905 (3,580)474,983 (13,766)
Residential mortgage-backed securities1,700,187 (33,453)20,538 (1,227)1,720,725 (34,680)
Corporate debt securities241,153 (3,504)— — 241,153 (3,504)
Debt securities available for sale with gross unrealized losses$2,676,734 $(49,847)$106,443 $(4,807)$2,783,177 $(54,654)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Additional information about debt securities in an unrealized loss position is presented in the tables below (dollars in thousands):
As of September 30, 2022
Available for Sale Held to Maturity Total
Debt securities with gross unrealized losses, fair value$2,532,546 $808,885 $3,341,431 
Gross unrealized losses on debt securities$328,867 $127,443 $456,310 
Ratio of gross unrealized losses to debt securities with gross unrealized losses13.0 %15.8 %13.7 %
Count of debt securities1,145 55 1,200 
Count of debt securities in an unrealized loss position1,109 55 1,164 
As of December 31, 2021
Available for Sale Held to MaturityTotal
Debt securities with gross unrealized losses, fair value$2,783,177 $— $2,783,177 
Gross unrealized losses on debt securities$54,654 $— $54,654 
Ratio of gross unrealized losses to debt securities with gross unrealized losses2.0 %— 2.0 %
Count of debt securities1,252 — 1,252 
Count of debt securities in an unrealized loss position373 — 373 
Unrealized losses were related to changes in market interest rates and market conditions that do not represent credit-related impairments. The Company does not intend to sell securities that are in an unrealized loss position, and it is more likely than not that the Company will recover the amortized cost prior to being required to sell the debt securities. Full collection of the amounts due according to the contractual terms of the debt securities is expected; therefore, no ACL was recorded in relation to debt securities, and the impairment related to noncredit factors is recognized in AOCI, net of applicable taxes. As of September 30, 2022, the Company did not hold general obligation bonds of any single issuer, the aggregate of which exceeded 10% of the Company’s stockholders’ equity.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 4: Portfolio Loans
Loan Categories
The Company’s lending can be summarized into five primary categories: commercial loans, commercial real estate loans, real estate construction loans, retail real estate loans, and retail other loans. Distributions of the loan portfolio by loan category were as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Portfolio loans
Commercial$1,945,893 $1,943,886 
Commercial real estate3,278,684 3,119,807 
Real estate construction499,560 385,996 
Retail real estate1,643,099 1,512,976 
Retail other302,878 226,333 
Total portfolio loans7,670,114 7,188,998 
ACL(90,722)(87,887)
Portfolio loans, net$7,579,392 $7,101,111 
Net deferred loan origination costs included in the balances above were $13.7 million as of September 30, 2022, compared to $9.0 million as of December 31, 2021. Net accretable purchase accounting adjustments included in the balances above reduced loans by $6.4 million as of September 30, 2022, and $8.8 million as of December 31, 2021. Commercial balances include loans originated under the PPP with an amortized cost of $1.4 million as of September 30, 2022, and $75.0 million as of December 31, 2021.
There were no retail real estate loans purchased during the three or nine months ended September 30, 2022. There were also no retail real estate loans purchased during the three months ended September 30, 2021. The Company purchased $32.2 million of retail real estate loans during the nine months ended September 30, 2021.
Risk Grading
The Company utilizes a loan grading scale to assign a risk grade to all of its loans. A description of the general characteristics of each grade is as follows:
•Pass – This category includes loans that are all considered acceptable credits, ranging from investment or near investment grade, to loans made to borrowers who exhibit credit fundamentals that meet or exceed industry standards.
•Watch – This category includes loans that warrant a higher-than-average level of monitoring to ensure that weaknesses do not cause the inability of the credit to perform as expected. These loans are not necessarily a problem due to other inherent strengths of the credit, such as guarantor strength, but have above average concern and monitoring.
•Special mention – This category is for “Other Assets Specially Mentioned” loans that have potential weaknesses, which may, if not checked or corrected, weaken the asset or inadequately protect the Company’s credit position at some future date.
•Substandard – This category includes “Substandard” loans, determined in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.
•Substandard non-accrual – This category includes loans that have all the characteristics of a “Substandard” loan with additional factors that make collection in full highly questionable and improbable. Such loans are placed on non-accrual status and may be dependent on collateral with a value that is difficult to determine.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

All loans are graded at their inception. Commercial lending relationships that are $1.0 million or less are usually processed through an expedited underwriting process. Most commercial loans greater than $1.0 million are included in a portfolio review at least annually. Commercial loans greater than $0.35 million that have a grading of special mention or worse are typically reviewed on a quarterly basis. Interim reviews may take place if circumstances of the borrower warrant a more frequent review.
The following table is a summary of risk grades segregated by category of portfolio loans (dollars in thousands):
As of September 30, 2022
PassWatchSpecial
Mention		SubstandardSubstandard
Non-accrual		Total
Portfolio loans
Commercial$1,707,528 $135,254 $58,189 $38,695 $6,227 $1,945,893 
Commercial real estate2,889,804 299,638 42,728 40,722 5,792 3,278,684 
Real estate construction475,099 22,011 2 2,400 48 499,560 
Retail real estate1,625,702 8,601 2,087 3,469 3,240 1,643,099 
Retail other302,760 — — — 118 302,878 
Total portfolio loans$7,000,893 $465,504 $103,006 $85,286 $15,425 $7,670,114 
As of December 31, 2021
PassWatchSpecial
Mention		SubstandardSubstandard
Non-accrual		Total
Portfolio loans
Commercial $1,747,756 $93,582 $69,427 $26,117 $7,004 $1,943,886 
Commercial real estate2,682,441 343,304 49,695 38,394 5,973 3,119,807 
Real estate construction369,797 13,793 6 2,400 — 385,996 
Retail real estate1,491,845 12,374 1,992 3,867 2,898 1,512,976 
Retail other226,262 — — — 71 226,333 
Total portfolio loans$6,518,101 $463,053 $121,120 $70,778 $15,946 $7,188,998 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Risk grades of portfolio loans, further sorted by origination year are as follows (dollars in thousands):
As of September 30, 2022
Term Loans Amortized Cost Basis by Origination YearRevolving
Loans		Total
Risk Grade Ratings20222021202020192018Prior
Commercial
Pass$403,643 $315,433 $145,695 $60,284 $53,197 $149,627 $579,649 $1,707,528 
Watch27,665 18,423 4,263 8,372 1,404 3,144 71,983 135,254 
Special Mention1,772 691 1,325 1,078 3,102 17,538 32,683 58,189 
Substandard9,075 1,292 695 6,999 433 5,402 14,799 38,695 
Substandard non-accrual— 3,586 306 137 — 198 2,000 6,227 
Total commercial442,155 339,425 152,284 76,870 58,136 175,909 701,114 1,945,893 
Commercial real estate
Pass765,398 880,522 501,085 332,768 171,177 222,947 15,907 2,889,804 
Watch69,877 44,756 50,799 95,446 18,821 13,338 6,601 299,638 
Special Mention3,010 4,737 15,598 1,517 6,994 10,872 — 42,728 
Substandard14,349 12,681 497 1,841 10,412 942 — 40,722 
Substandard non-accrual— 4,092 41 — 1,650 9 — 5,792 
Total commercial real estate852,634 946,788 568,020 431,572 209,054 248,108 22,508 3,278,684 
Real estate construction
Pass176,071 191,006 84,748 1,570 2,012 1,949 17,743 475,099 
Watch3,100 3,666 3,269 10,533 — 1,443 — 22,011 
Special Mention— — — 2 — — — 2 
Substandard2,400 — — — — — — 2,400 
Substandard non-accrual— — 48 — — — — 48 
Total real estate construction181,571 194,672 88,065 12,105 2,012 3,392 17,743 499,560 
Retail real estate
Pass344,033 464,066 180,543 79,304 58,925 281,430 217,401 1,625,702 
Watch2,881 1,163 1,875 1,469 1,146 67 — 8,601 
Special Mention148 1,864 — — — — 75 2,087 
Substandard— 1,163 207 82 142 1,868 7 3,469 
Substandard non-accrual— 150 110 — 390 1,985 605 3,240 
Total retail real estate347,062 468,406 182,735 80,855 60,603 285,350 218,088 1,643,099 
Retail other
Pass121,375 47,136 14,999 15,909 7,677 2,124 93,540 302,760 
Substandard non-accrual14 89 3 — 10 2 — 118 
Total retail other121,389 47,225 15,002 15,909 7,687 2,126 93,540 302,878 
Total portfolio loans$1,944,811 $1,996,516 $1,006,106 $617,311 $337,492 $714,885 $1,052,993 $7,670,114 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of December 31, 2021
Term Loans Amortized Cost Basis by Origination YearRevolving
Loans		Total
Risk Grade Ratings20212020201920182017Prior
Commercial
Pass$512,729 $228,811 $107,877 $84,873 $74,351 $122,418 $616,697 $1,747,756 
Watch13,847 5,913 14,274 5,060 1,361 2,866 50,261 93,582 
Special Mention7,062 898 5,961 4,025 6,790 11,845 32,846 69,427 
Substandard3,595 3,362 3,136 1,855 1,125 5,459 7,585 26,117 
Substandard non-accrual4,126 364 142 — 320 52 2,000 7,004 
Total commercial541,359 239,348 131,390 95,813 83,947 142,640 709,389 1,943,886 
Commercial real estate
Pass969,548 637,550 425,850 235,928 200,373 198,002 15,190 2,682,441 
Watch51,560 38,820 123,324 48,088 46,761 32,608 2,143 343,304 
Special Mention9,542 7,060 6,585 10,098 6,357 9,870 183 49,695 
Substandard21,002 3,781 1,218 11,451 521 421 — 38,394 
Substandard non-accrual112 181 359 1,893 3,407 21 — 5,973 
Total commercial real estate1,051,764 687,392 557,336 307,458 257,419 240,922 17,516 3,119,807 
Real estate construction
Pass202,082 123,491 31,927 3,155 738 1,223 7,181 369,797 
Watch7,886 4,159 54 — 1,574 120 — 13,793 
Special Mention— — 6 — — — — 6 
Substandard— 2,400 — — — — — 2,400 
Total real estate construction209,968 130,050 31,987 3,155 2,312 1,343 7,181 385,996 
Retail real estate
Pass523,541 215,068 96,617 79,158 82,478 281,737 213,246 1,491,845 
Watch4,100 2,460 1,780 1,312 343 150 2,229 12,374 
Special Mention1,965 27 — — — — — 1,992 
Substandard1,369 232 12 71 165 1,687 331 3,867 
Substandard non-accrual235 63 — 16 227 1,705 652 2,898 
Total retail real estate531,210 217,850 98,409 80,557 83,213 285,279 216,458 1,512,976 
Retail other
Pass59,366 22,305 26,126 16,189 7,180 1,326 93,770 226,262 
Substandard non-accrual34 10 — 14 13 — — 71 
Total retail other59,400 22,315 26,126 16,203 7,193 1,326 93,770 226,333 
Total portfolio loans$2,393,701 $1,296,955 $845,248 $503,186 $434,084 $671,510 $1,044,314 $7,188,998 
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Past Due and Non-accrual Loans
An analysis of the amortized cost basis of portfolio loans that are past due and still accruing, or on a non-accrual status, is as follows (dollars in thousands):
As of September 30, 2022
Loans past due, still accruingNon-accrual
Loans
30-59 Days60-89 Days90+Days
Past due and non-accrual loans
Commercial $19 $45 $625 $6,227 
Commercial real estate411 — 349 5,792 
Real estate construction— — — 48 
Retail real estate3,734 1,831 255 3,240 
Retail other262 5 — 118 
Total past due and non-accrual loans$4,426 $1,881 $1,229 $15,425 
As of December 31, 2021
Loans past due, still accruingNon-accrual
Loans
30-59 Days60-89 Days90+Days
Past due and non-accrual loans
Commercial $363 $10 $213 $7,004 
Commercial real estate151 441 — 5,973 
Real estate construction56 — — — 
Retail real estate3,312 1,830 693 2,898 
Retail other82 16 — 71 
Total past due and non-accrual loans$3,964 $2,297 $906 $15,946 
Gross interest income recorded on 90+ days past due loans, and that would have been recorded on non-accrual loans if they had been accruing interest in accordance with their original terms, was $0.3 million and $0.8 million for the three and nine months ended September 30, 2022, respectively. Gross interest income recorded on 90+ days past due loans, and that would have been recorded on non-accrual loans if they had been accruing interest in accordance with their original terms, was $0.3 million and $1.2 million for the three and nine months ended September 30, 2021, respectively. The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was insignificant for the three months ended September 30, 2022, and was $0.4 million for the nine months ended September 30, 2022. The amount of interest collected on those loans and recognized on a cash basis that was included in interest income was $0.4 million for the three and nine months ended September 30, 2021.
Troubled Debt Restructurings
TDR loan balances are summarized as follows (dollars in thousands):
As of
September 30,
2022		December 31, 2021
TDRs
In compliance with modified terms$1,940 $1,801 
30 – 89 days past due— — 
Non-performing TDRs483 551 
Total TDRs$2,423 $2,352 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Loans that were newly designated as TDRs during the periods presented, are summarized as follows (dollars in thousands):
Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Recorded InvestmentRecorded Investment
Number of
Contracts
Rate
Modification1
Payment
Modification1
Number of
Contracts
Rate
Modification1
Payment
Modification1
Commercial—$— $— 1$— $381 
Three Months Ended September 30, 2021Nine Months Ended September 30, 2021
Recorded InvestmentRecorded Investment
Number of
Contracts
Rate
Modification1
Payment
Modification1
Number of
Contracts		 
Rate
Modification1
Payment
Modification1
Commercial—$— $— 1$444 $— 
1.TDRs may include multiple concessions; those that include an interest rate concession and payment concession are shown in the rate modification column.
There were no TDRs entered into during the 12 months ended September 30, 2022, or 2021, that had subsequent defaults during the three or nine months ended September 30, 2022, or 2021. A default occurs when a loan is 90 days or more past due or transferred to non-accrual.
Gross interest income that would have been recorded in the three and nine months ended September 30, 2022, and 2021, if TDRs had performed in accordance with their original terms compared with their modified terms, was insignificant.
Collateral Dependent Loans
Management's evaluation as to the ultimate collectability of loans includes estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. These estimates are affected by changing economic conditions and the economic prospects of borrowers. Collateral dependent loans are loans in which repayment is expected to be provided solely by the underlying collateral and there are no other available and reliable sources of repayment. Loans are written down to the lower of cost or fair value of underlying collateral, less estimated costs to sell. The Company had $14.8 million and $7.9 million of collateral dependent loans secured by real estate or business assets as of September 30, 2022, and December 31, 2021, respectively.
Foreclosures
As of September 30, 2022, the Company had $1.0 million of residential real estate in the process of foreclosure. The Company follows Federal Housing Finance Agency guidelines on single-family foreclosures and real estate owned evictions on portfolio loans.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Loans Modified Under the CARES Act or Interagency Statement
The CARES Act provided financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time to account for the effects of COVID-19. Federal regulatory agencies, in consultation with FASB, also issued an Interagency Statement to encourage financial institutions to work with borrowers affected by COVID-19, and to update guidance which allowed banks to modify loans of customers stressed by COVID-19 without having to classify the loan as a TDR. The Company’s TDR loan totals do not include the following modified loans with payment deferrals that fall under the CARES Act or Interagency Statement, which suspended GAAP requirements related to TDR classification (dollars in thousands):
As of September 30, 2022As of December 31, 2021
Number of
Contracts		Recorded
Investment		Number of
Contracts		Recorded
Investment
COVID-19 loan modifications
Commercial loans:
Interest-only deferrals8$20,556 32$128,730 
Retail loans:
Mortgage and personal loan deferrals199 2137 
Total COVID-19 loans modifications9$20,655 34$128,867 
Loans Evaluated Individually
The Company evaluates loans with disparate risk characteristics on an individual basis. The following tables provide details of loans evaluated individually, segregated by category. The unpaid principal balance represents customer outstanding contractual principal balances excluding any partial charge-offs. Recorded investment represents the amortized cost of customer balances net of any partial charge-offs recognized on the loan. Average recorded investment is calculated using the most recent four quarters (dollars in thousands):
As of September 30, 2022
Unpaid
Principal
Balance		Recorded InvestmentAverage
Recorded
Investment
With No
Allowance		With
Allowance		TotalRelated
Allowance
Loans evaluated individually
Commercial $9,455 $547 $5,892 $6,439 $2,806 $7,488 
Commercial real estate7,497 1,663 4,035 5,698 2,000 5,216 
Real estate construction255 255 — 255 — 266 
Retail real estate2,258 2,089 25 2,114 25 2,526 
Total loans evaluated individually$19,465 $4,554 $9,952 $14,506 $4,831 $15,496 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of December 31, 2021
Unpaid
Principal
Balance		Recorded InvestmentAverage
Recorded
Investment
With No
Allowance		With
Allowance		TotalRelated
Allowance
Loans evaluated individually
Commercial$10,247 $498 $6,490 $6,988 $3,564 $8,791 
Commercial real estate6,456 5,750 — 5,750 — 6,390 
Real estate construction272 272 — 272 — 282 
Retail real estate2,514 2,345 25 2,370 25 4,093 
Total loans evaluated individually$19,489 $8,865 $6,515 $15,380 $3,589 $19,556 
Allowance for Credit Losses
Management estimates the ACL balance using relevant available information from internal and external sources relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The cumulative loss rate used as the basis for the estimate of credit losses is comprised of the Company’s historical loss experience beginning in 2010. Due to the continued economic uncertainty in the markets in which the Company operates, in particular the levels of delinquencies, the Company will continue to utilize a forecast period of 12 months with an immediate reversion to historical loss rates beyond this forecast period in its ACL estimate. PPP loans were excluded from the ACL calculation as they are 100% government guaranteed.
The following tables summarize activity in the ACL. Allocation of a portion of the ACL to one category does not preclude its availability to absorb losses in other categories (dollars in thousands):
Three Months Ended September 30, 2022
CommercialCommercial
Real Estate		Real Estate
Construction		Retail
Real Estate		Retail OtherTotal
ACL balance, June 30, 2022$23,359 $37,182 $5,669 $17,984 $4,563 $88,757 
Provision for credit losses615 598 216 684 251 2,364 
Charged-off(381)— — (220)(218)(819)
Recoveries102 19 86 172 41 420 
ACL balance, September 30, 2022$23,695 $37,799 $5,971 $18,620 $4,637 $90,722 
Nine Months Ended September 30, 2022
CommercialCommercial
Real Estate		Real Estate
Construction		Retail
Real Estate		Retail OtherTotal
ACL balance, December 31, 2021$23,855 $38,249 $5,102 $17,589 $3,092 $87,887 
Provision for credit losses123 408 663 826 1,744 3,764 
Charged-off(589)(1,372)— (253)(409)(2,623)
Recoveries306 514 206 458 210 1,694 
ACL balance, September 30, 2022$23,695 $37,799 $5,971 $18,620 $4,637 $90,722 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Three Months Ended September 30, 2021
CommercialCommercial
Real Estate		Real Estate
Construction		Retail
Real Estate		Retail OtherTotal
ACL balance, June 30, 2021$24,356 $39,974 $7,599 $20,505 $2,976 $95,410 
Provision for credit losses657 (25)(1,503)(1,155)157 (1,869)
Charged-off(764)(191)— (155)(98)(1,208)
Recoveries157 73 25 157 57 469 
ACL balance, September 30, 2021$24,406 $39,831 $6,121 $19,352 $3,092 $92,802 
Nine Months Ended September 30, 2021
CommercialCommercial
Real Estate		Real Estate
Construction		Retail
Real Estate		Retail OtherTotal
ACL balance, December 31, 2020$23,866 $46,230 $8,193 $21,992 $767 $101,048 
Day 1 PCD1
3,546 336 — 129 167 4,178 
Provision for credit losses(1,428)(6,109)(2,082)(3,028)2,282 (10,365)
Charged-off(2,026)(812)(209)(315)(349)(3,711)
Recoveries448 186 219 574 225 1,652 
ACL balance, September 30, 2021$24,406 $39,831 $6,121 $19,352 $3,092 $92,802 
1.The Day 1 PCD is attributable to the CAC acquisition in the second quarter of 2021.
The following tables present the ACL and amortized cost of portfolio loans by category (dollars in thousands):
As of September 30, 2022
Portfolio LoansACL Attributed to Portfolio Loans
Collectively
Evaluated for
Impairment		Individually
Evaluated for
Impairment		TotalCollectively
Evaluated for
Impairment		Individually
Evaluated for
Impairment		Total
Portfolio loan category
Commercial$1,939,454 $6,439 $1,945,893 $20,889 $2,806 $23,695 
Commercial real estate3,272,986 5,698 3,278,684 35,799 2,000 37,799 
Real estate construction499,305 255 499,560 5,971 — 5,971 
Retail real estate1,640,985 2,114 1,643,099 18,595 25 18,620 
Retail other302,878 — 302,878 4,637 — 4,637 
Portfolio loans and related ACL$7,655,608 $14,506 $7,670,114 $85,891 $4,831 $90,722 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of December 31, 2021
Portfolio LoansACL Attributed to Portfolio Loans
Collectively
Evaluated for
Impairment		Individually
Evaluated for
Impairment		TotalCollectively
Evaluated for
Impairment		Individually
Evaluated for
Impairment		Total
Portfolio loan category
Commercial$1,936,898 $6,988 $1,943,886 $20,291 $3,564 $23,855 
Commercial real estate3,114,057 5,750 3,119,807 38,249 — 38,249 
Real estate construction385,724 272 385,996 5,102 — 5,102 
Retail real estate1,510,606 2,370 1,512,976 17,564 25 17,589 
Retail other226,333 — 226,333 3,092 — 3,092 
Portfolio loans and related ACL$7,173,618 $15,380 $7,188,998 $84,298 $3,589 $87,887 
Note 5: Deposits
The composition of deposits is as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Deposits
Demand deposits, noninterest-bearing$3,628,169 $3,670,267 
Interest-bearing transaction deposits2,952,414 2,720,417 
Saving deposits and money market deposits3,220,627 3,442,244 
Time deposits800,187 935,649 
Total deposits$10,601,397 $10,768,577 
Additional information about our deposits is as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Brokered savings deposits and money market deposits$2,006 $2,248 
Brokered time deposits273 266 
Aggregate amount of time deposits with a minimum denomination of $100,000
379,136 454,649 
Aggregate amount of time deposits with a minimum denomination that meets or exceeds the FDIC insurance limit of $250,000
103,534 137,449 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Scheduled maturities of time deposits are as follows (dollars in thousands):
As of
September 30, 2022
Time deposits by schedule of maturities
Remainder of 2022$188,332 
2023431,060 
2024126,309 
202523,078 
202617,910 
202712,844 
Thereafter654 
Time deposits$800,187 
Note 6: Borrowings
Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase, which are classified as secured borrowings, generally mature daily. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The underlying securities are held by the Company’s safekeeping agent. The Company may be required to provide additional collateral based on fluctuations in the fair value of the underlying securities. Securities sold under agreements to repurchase were as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Securities sold under agreements to repurchase$234,597 $270,139 
Weighted average rate for securities sold under agreements to repurchase0.98 %0.08 %
Term Loan
On May 28, 2021, the Company entered into a Second Amended and Restated Credit Agreement, pursuant to which the Company has access to (i) a $40.0 million revolving line of credit with a termination date of April 30, 2022, and (ii) a $60.0 million term loan with a maturity date of May 31, 2026. The loans had an annual interest rate of 1.75% plus the one-month LIBOR rate. On April 30, 2022, the agreement was amended, effecting an extension of the termination date for the revolving line of credit to April 30, 2023, and providing for the transition from a LIBOR-indexed interest rate to a SOFR-indexed interest rate. Under the terms of the amendment, the loans now have an annual interest rate of 1.80% plus the one-month forward-looking term rate based on SOFR.
Proceeds of the term loan were used to fund a part of the cash portion of the merger consideration related to the acquisition of CAC in the second quarter of 2021, and for general corporate purposes. As of September 30, 2022, there was no balance outstanding on the revolving credit facility and a total of $45.0 million outstanding on the term loan, of which $12.0 million was short-term and $33.0 million was long-term. The revolving credit facility incurs a non-usage fee based on any undrawn amounts. Quarterly payments on the term loan reduce the outstanding principal balance by $3.0 million each quarter.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Short-term Borrowings
First Busey’s short-term borrowings include loans maturing within one year of the loan origination date, as well as the current portion of long-term debt that is due within 12 months. Short-term borrowings are summarized as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Short-term borrowings
FHLB advances maturing in less than one year from date of origination, and the current portion of long-term FHLB advances due within 12 months$4,225 $5,678 
Term Loan, current portion due within 12 months12,000 12,000 
Total short-term debt$16,225 $17,678 
Federal funds purchased are short-term borrowings that generally mature between one and 90 days. The Company had no federal funds purchased as of September 30, 2022, or December 31, 2021.
Long-term Debt
First Busey’s long-term debt consists of loans maturing more than one year from the loan origination date, excluding the current portion that is due within 12 months. Long-term debt is summarized as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Long-term debt
Notes payable, FHLB, original maturity of 5 years, collateralized by FHLB deposits, residential and commercial real estate loans and FHLB stock
$— $4,056 
Term Loan33,000 42,000 
Total long-term debt$33,000 $46,056 
As of December 31, 2021, funds borrowed from the FHLB, listed above, consisted of one variable-rate note maturing in May 2023, with an interest rate of 3.04%. This note became due within 12 months during the second quarter of 2022, and the balance is now fully reflected in short-term borrowings.
Senior and Subordinated Notes
On May 25, 2017, the Company issued $40.0 million of 3.75% senior notes that matured and were redeemed on May 25, 2022. Additionally, on May 25, 2017, the Company issued $60.0 million of fixed-to-floating rate subordinated notes that were scheduled to mature on May 25, 2027, with an optional redemption in whole or in part on any interest payment date on or after May 25, 2022. The Company redeemed all outstanding $60.0 million fixed-to-floating rate subordinated notes during the third quarter of 2022. At the time of redemption, the redeemed subordinated notes carried interest at a floating rate of 3-month LIBOR plus 2.919%.
On June 1, 2020, the Company issued $125.0 million of fixed-to-floating rate subordinated notes that mature on June 1, 2030. The subordinated notes, which qualify as Tier 2 capital for First Busey, bear interest at an annual rate of 5.25% for the first five years after issuance and thereafter bear interest at a floating rate equal to a three-month benchmark rate plus a spread of 5.11%, as calculated on each applicable determination date. The subordinated notes are payable semi-annually on each June 1 and December 1 during the five-year fixed-term, and thereafter on March 1, June 1, September 1, and December 1 of each year, commencing on September 1, 2025. The subordinated notes have an optional redemption in whole or in part on any interest payment date on or after June 1, 2025. The subordinated notes are unsecured obligations of the Company.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

On June 2, 2022, the Company issued $100.0 million aggregate principal amount of 5.000% fixed-to-floating rate subordinated notes maturing June 15, 2032, which qualify as Tier 2 Capital for regulatory purposes. The price to the public for the subordinated notes was 100% of the principal amount of the subordinated notes. Interest on the subordinated notes will accrue at a rate equal to (i) 5.000% per annum from the original issue date to, but excluding, June 15, 2027, payable semiannually in arrears, and (ii) a floating rate per annum equal to a benchmark rate, which is expected to be the Three-Month Term SOFR (as defined in the subordinated notes), plus a spread of 252 basis points from and including, June 15, 2027, payable quarterly in arrears. The subordinated notes have an optional redemption in whole or in part on any interest payment date on or after June 15, 2027.
Unamortized debt issuance costs related to senior notes and subordinated notes are presented in the following table (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Unamortized debt issuance costs
Senior notes issued in 2017$— $56 
Subordinated notes issued in 2017— 549 
Subordinated notes issued in 20201,337 1,678 
Subordinated notes issued in 20221,828 — 
Total unamortized debt issuance costs$3,165 $2,283 
Note 7: Regulatory Capital
The Company and its subsidiary bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Company's consolidated financial statements. Capital amounts and classification also are subject to qualitative judgments by regulators about components, risk weightings, and other factors.
Banking regulations identify five capital categories for insured depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. As of September 30, 2022, and December 31, 2021, all capital ratios of the Company and its subsidiary bank exceeded well capitalized levels under the applicable regulatory capital adequacy guidelines. Management believes that no events or changes have occurred subsequent to September 30, 2022, that would change this designation.
Current Expected Credit Loss Model
On March 27, 2020, the FDIC and other federal banking agencies published an interim final rule that provides those banking organizations adopting CECL during 2020 with the option to delay for two years the estimated impact of CECL on regulatory capital and to phase in the aggregate impact of the deferral on regulatory capital over a subsequent three-year period. On August 26, 2020, the CECL final rule was finalized and was substantially similar to the interim final rule. Under this final rule, because the Company has elected to use the deferral option, the regulatory capital impact of our transition adjustments recorded on January 1, 2020, arising from the adoption of CECL was deferred for two years, until January 1, 2022. In addition, 25 percent of the ongoing impact of CECL on our ACL, retained earnings, and average total consolidated assets from January 1, 2020, through the end of the two-year deferral period, each as reported for regulatory capital purposes, has been added to the deferred transition amounts (“adjusted transition amounts”) and deferred for the two-year period. At the conclusion of the two-year period the adjusted transition amounts began to be phased-in for regulatory capital purposes at a rate of 25 percent per year, with the phased-in amounts included in regulatory capital at the beginning of each year.
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Changes in Capital Relating to Subordinated Debt
On May 25, 2017, the Company issued $60.0 million of fixed-to-floating rate subordinated notes that were scheduled to mature on May 25, 2027. The full balance of the subordinated note qualified as Tier 2 Capital for First Busey for the first five years, with a phase out beginning in the second quarter of 2022. The subordinated notes had an optional redemption in whole or in part on any interest payment date on or after May 25, 2022, and the Company redeemed them in full during the third quarter of 2022.
On June 2, 2022, the Company issued $100.0 million aggregate principal amount of 5.000% fixed-to-floating rate subordinated notes that mature on June 15, 2032, which qualify as Tier 2 Capital for regulatory purposes.
Capital Amounts and Ratios
The following tables summarize regulatory capital requirements applicable to the Company and its subsidiary bank (dollars in thousands):
As of September 30, 2022
ActualMinimum
Capital Requirement		Minimum
To Be Well
Capitalized
AmountRatio AmountRatio AmountRatio
Common Equity Tier 1 Capital to Risk Weighted Assets
Consolidated$1,056,206 11.79 %$403,047 4.50 %$582,179 6.50 %
Busey Bank$1,288,945 14.45 %$401,307 4.50 %$579,665 6.50 %
Tier 1 Capital to Risk Weighted Assets
Consolidated$1,130,206 12.62 %$537,396 6.00 %$716,528 8.00 %
Busey Bank$1,288,945 14.45 %$535,076 6.00 %$713,434 8.00 %
Total Capital to Risk Weighted Assets
Consolidated$1,431,308 15.98 %$716,528 8.00 %$895,660 10.00 %
Busey Bank$1,365,046 15.31 %$713,434 8.00 %$891,793 10.00 %
Leverage Ratio of Tier 1 Capital to Average Assets
Consolidated$1,130,206 9.15 %$494,124 4.00 % N/AN/A
Busey Bank$1,288,945 10.47 %$492,534 4.00 %$615,668 5.00 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

As of December 31, 2021
ActualMinimum
Capital Requirement		Minimum
To Be Well
Capitalized
AmountRatio AmountRatio AmountRatio
Common Equity Tier 1 Capital to Risk Weighted Assets
Consolidated$995,874 11.85 %$378,334 4.50 %$546,482 6.50 %
Busey Bank$1,241,303 14.81 %$377,096 4.50 %$544,695 6.50 %
Tier 1 Capital to Risk Weighted Assets
Consolidated$1,069,874 12.73 %$504,445 6.00 %$672,594 8.00 %
Busey Bank$1,241,303 14.81 %$502,795 6.00 %$670,394 8.00 %
Total Capital to Risk Weighted Assets
Consolidated$1,320,187 15.70 %$672,594 8.00 %$840,742 10.00 %
Busey Bank$1,306,616 15.59 %$670,394 8.00 %$837,992 10.00 %
Leverage Ratio of Tier 1 Capital to Average Assets
Consolidated$1,069,874 8.52 %$502,336 4.00 % N/AN/A
Busey Bank$1,241,303 9.91 %$501,104 4.00 %$626,379 5.00 %
Capital Conservation Buffer
In July 2013, U.S. federal banking authorities approved the Basel III Rule for strengthening international capital standards. The Basel III Rule introduced a capital conservation buffer, composed entirely of Common Equity Tier 1 Capital, which is added to the minimum risk-weighted asset ratios. The capital conservation buffer is not a minimum capital requirement; however, banking institutions with a ratio of Common Equity Tier 1 Capital to risk-weighted assets below the capital conservation buffer will face constraints on dividends, equity repurchases, and discretionary bonus payments based on the amount of the shortfall. In order to refrain from restrictions on dividends, equity repurchases, and discretionary bonus payments, banking institutions must maintain minimum ratios of (i) Common Equity Tier 1 Capital to risk-weighted assets of at least 7.0%, (ii) Tier 1 Capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%.
Note 8: Stock-Based Compensation
Stock Options
The Company has outstanding stock options assumed from acquisitions. A summary of the status of, and changes in, the Company's stock option awards for the nine months ended September 30, 2022, follows:
SharesWeighted-
Average
Exercise
Price		Weighted-
Average
Remaining
Contractual
Life
Options outstanding at December 31, 202131,386$23.53 4.88
Expired(440)23.53 
Options outstanding at September 30, 202230,946$23.53 4.13
Options exercisable at September 30, 202230,946$23.53 4.13
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

2020 Equity Plan
Under the terms of the 2020 Equity Plan, the Company has granted RSU, PSU, and DSU awards. Upon vesting/delivery, shares are expected (though not required) to be issued from treasury.
RSU Awards
The Company grants RSUs to members of management periodically throughout the year. Each RSU is equivalent to one share of the Company’s common stock. These units have requisite service periods ranging from one year to five years, subject to accelerated vesting upon eligible retirement from the Company. Recipients earn quarterly dividend equivalents on their respective units which entitle the recipients to additional units. Therefore, dividends earned each quarter compound based upon the updated unit balances.
PSU Awards
The Company also grants PSU awards to members of management periodically throughout the year. Each PSU is equivalent to one share of the Company’s common stock. The number of units that ultimately vest will be determined based on the achievement of the market or other performance goals, subject to accelerated service-based vesting conditions upon eligible retirement from the Company.
DSU Awards
The Company grants DSUs, which are restricted stock units with a deferred settlement date, to its directors and advisory directors. Each DSU is equivalent to one share of the Company’s common stock. DSUs vest over a one-year period following the grant date. These units generally are subject to the same terms as RSUs under the 2020 Equity Plan, except that, following vesting, settlement occurs within 30 days following the earlier of separation from the board or a change in control of the Company. After vesting and prior to delivery, these units will continue to earn dividend equivalents.
Award Grants and Activity
A summary of changes in the Company’s RSU, PSU, and DSU awards for the nine months ended September 30, 2022, is as follows:
RSU AwardsPSU AwardsDSU Awards
SharesWeighted-
Average
Grant Date
Fair Value
Shares1
Weighted-
Average
Grant Date
Fair Value		SharesWeighted-
Average
Grant Date
Fair Value
Nonvested at December 31, 20211,147,927$23.97 113,915$22.86 34,135$24.59 
Granted 156,48325.79 195,24026.14 32,65825.79 
Dividend equivalents earned 33,69024.56 —— 4,15624.47 
Vested (152,992)28.93 —— (40,140)24.67 
Forfeited (35,172)23.51 (4,556)24.86 —— 
Nonvested at September 30, 20221,149,936$23.59 304,599$24.93 30,809$25.75 
Vested and outstanding at September 30, 2022116,285$22.82 
1.Shares for PSU awards represent target shares at grant date.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

On March 23, 2022, under the terms of the 2020 Equity Plan, the Company granted 156,483 RSUs to members of management. The grant date fair value of the award totaled $4.0 million and will be recognized as compensation expense over the requisite service period ranging from one year to five years. The terms of these awards included an accelerated vesting provision upon eligible retirement from the Company, after a one-year minimum requisite service period. Subsequent to the requisite service period, the awards will become 100% vested.
On March 23, 2022, the Company granted a target of 78,233 market-based PSUs with a maximum award of 125,173 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a market-based total shareholder return performance goal. The grant date fair value of the award is $2.1 million and will be recognized in compensation expense over the performance period ending December 31, 2024.
On March 23, 2022, the Company granted a target of 78,233 performance-based PSUs with a maximum award of 125,173 units. The actual number of units issued at the vesting date could range from 0% to 160% of the initial grant, depending on attaining a core return on average tangible common equity performance goal. The grant date fair value of the award is $2.0 million and will be recognized in compensation expense over the performance period ending December 31, 2024. The actual amount of compensation expense recognized may vary, subject to achievement of the performance goal.
Further, on March 23, 2022, the Company granted a target of 38,774 PSUs with a maximum award of 77,548 units. The actual number of units issued at the vesting date could range from 0% to 200% of the initial grant, depending on attaining a performance goal based upon the compounded annual revenue growth rate of the FirsTech operating segment. The grant date fair value of the award is $1.0 million and will be recognized in compensation expense over the performance period ending December 31, 2024, subject to achievement of the performance goal.
On March 23, 2022, the Company granted 32,658 DSUs to directors and advisory directors. The grant date fair value of the award totaled $0.8 million and will be recognized as compensation expense over the requisite service period of one year. Subsequent to the requisite service period, the awards will become 100% vested.
2021 Employee Stock Purchase Plan
The First Busey Corporation 2021 ESPP was approved at the Company’s 2021 Annual Meeting of Stockholders and details can be found within First Busey’s Definitive Proxy Statement filed with the SEC on April 8, 2021. The purpose of the 2021 ESPP is to provide a means through which our employees may acquire a proprietary interest in the Company by purchasing shares of our common stock at a 15% discount through voluntary payroll deductions, to assist us in retaining the services of our employees and securing and retaining the services of new employees, and to provide incentives for our employees to exert maximum efforts toward our success. The plan initially reserved for issuance and purchase an aggregate of 600,000 shares of the Company’s common stock. The first offering under this plan began on July 1, 2021.
Stock-based Compensation Expense
The Company did not record any stock option compensation expense for the three or nine months ended September 30, 2022, or 2021. As of September 30, 2022, the Company did not have any unrecognized stock option compensation expense.
The Company recognized compensation expense related to nonvested RSU, PSU, and DSU awards, as well as the 2021 ESPP, as summarized in the table below (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Stock-based compensation expense
RSU awards$1,072 $1,316 $3,521 $4,362 
PSU awards1
1,172 290 2,342 619 
DSU awards196 231 679 741 
2021 ESPP36 54 179 54 
Total stock-based compensation expense$2,476 $1,891 $6,721 $5,776 
1.Expense for market-based PSU awards represents amounts based on target shares at grant date. Expense for performance-based PSU awards represents amounts based on target shares at grant date, adjusted for performance expectations as of the date indicated.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unamortized compensation expense related to nonvested RSU, PSU, and DSU awards is summarized in the table below (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Unamortized stock-based compensation
RSU awards$9,966 $10,204 
PSU awards1
5,279 1,547 
DSU awards371 209 
Total unamortized stock-based compensation$15,616 $11,960 
Weighted average period over which expense is to be recognized
2.6 yrs
2.9 yrs
1.Unamortized expense for market-based PSU awards represents amounts based on target shares at grant date. Unamortized expense for performance-based PSU awards represents amounts based on target shares at grant date, adjusted for performance expectations as of the date indicated.
Shares Available for Issuance Under Stock-based Compensation Plans
Shares remaining available for issuance pursuant to authorized stock-based compensation plans were as follows as of September 30, 2022:
PlanShares Remaining
Available for Issuance
Pursuant to the Plan
2020 Equity Plan645,563
2021 Employee Stock Purchase Plan519,577
Note 9: Outstanding Commitments and Contingent Liabilities
Legal Matters
The Company is a party to legal actions which arise in the normal course of its business activities. In the opinion of management, the ultimate resolution of these matters is not expected to have a material effect on the Company’s financial position or results of operations.
Credit Commitments and Contingencies
A summary of the contractual amount of the Company’s exposure to off-balance-sheet risk relating to the Company’s commitments to extend credit and standby letters of credit follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Financial instruments whose contract amounts represent credit risk
Commitments to extend credit$2,024,255 $1,983,655 
Standby letters of credit31,933 32,552 
Total commitments$2,056,188 $2,016,207 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 10: Derivative Financial Instruments
The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. Additionally, the Company enters into derivative financial instruments, including interest rate lock commitments issued to residential loan customers for loans that will be held for sale, forward sales commitments to sell residential mortgage loans to investors, and interest rate swaps with customers and other third parties. See “Note 11: Fair Value Measurements” for further discussion of the fair value measurement of such derivatives.
To secure its obligations under derivative contracts, the Company pledged cash and held collateral as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Cash pledged to secure obligations under derivative contracts$36,048 $27,300 
Collateral held to secure obligations under derivative contracts31,550 — 
Derivative Instruments Designated as Cash Flow Hedges
The Company entered into derivative instruments designated as cash flow hedges. For a derivative instrument that is designated and qualifies as a cash flow hedge, the change in fair value of the derivative instrument is reported as a component of OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in fair value of components excluded from the assessment of effectiveness are recognized in current earnings.
Interest Rate Swaps Designated as Cash Flow Hedges
Interest rate swaps with notional amounts totaling $350.0 million as of September 30, 2022, and $50.0 million as of December 31, 2021, were designated as cash flow hedges. The Company entered into one $50.0 million interest rate swap to hedge the risks of variability in cash flows (future interest payments) attributable to changes in the contractually specified 3-month LIBOR benchmark interest rate on the Company’s junior subordinated debt owed to unconsolidated trusts (Debt Swap). In addition, during the first quarter of 2022, the Company entered into one $300.0 million receive fixed pay floating interest rate swap to reduce our asset sensitivity (Loan Swap). We added duration to our loan portfolio by fixing a portion of our floating prime based loans. Interest rates had risen above their historical lows allowing us to lock in a portion of our loan portfolio to reduce asset sensitivity while creating a more stable margin in a volatile rate market. These hedges were determined to be highly effective during the period, and the Company expects its hedges to remain highly effective during the remaining terms of the swaps. Changes in fair value were recorded net of tax in OCI.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A summary of the interest-rate swaps designated as cash flow hedges is presented below (dollars in thousands):
As of
LocationSeptember 30,
2022		December 31,
2021
Debt Swap
Notional amount$50,000 $50,000 
Weighted average fixed pay rates1.79 %1.79 %
Weighted average variable 3-month LIBOR receive rates3.29 %0.20 %
Weighted average maturity, in years
1.96 yrs
2.71 yrs
Loan Swap
Notional amount$300,000 N/A
Weighted average fixed receive rates4.81 %N/A
Weighted average variable Prime pay rates5.80 %N/A
Weighted average maturity, in years
6.35 yrs
N/A
Gross aggregate fair value of the swaps
Gross aggregate fair value of swap assetsOther assets$2,486 $— 
Gross aggregate fair value of swap liabilitiesOther liabilities$34,515 $958 
Balances carried in AOCI
Unrealized gains (losses) on cash flow hedges, net of taxAOCI$(22,770)$(685)
The Company expects to reclassify unrealized gains and losses from OCI to interest income and interest expense as shown in the following table (dollars in thousands). Amounts actually recognized could differ from these expectations due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to September 30, 2022.
As of
September 30,
2022
Unrealized gains (losses) in OCI expected to be recognized in income
Unrealized gains expected to be reclassified from OCI to interest income$190 
Unrealized losses expected to be reclassified from OCI to interest expense(247)
Net unrealized gains (losses) in OCI expected to be recognized in net interest income$(57)
Interest expense recorded on these swap transactions was as follows for the periods presented (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Interest income (expense) on swap transactions$(370)$(288)$697 $(854)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table reflects the net gains (losses) relating to cash flow derivative instruments that were recorded in AOCI and the unaudited Consolidated Statements of Income during the periods presented (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Unrealized gains (losses) on cash flow hedges
Gain (loss) recognized in OCI, net of tax$(10,192)$(5)$(21,587)$336 
(Gain) loss reclassified from OCI to interest expense, net of tax266 206 (498)611 
Net change in unrealized gains (losses) on cash flow hedges$(9,926)$201 $(22,085)$947 
Derivative Instruments Not Designated as Hedges
Interest Rate Swaps Not Designated as Hedges
The Company may offer derivative contracts to its customers in connection with their risk management needs. The Company manages the risk associated with these contracts by entering into equal and offsetting derivative agreements with a third-party dealer. These contracts support variable rate, commercial loan relationships totaling $547.9 million and $491.4 million as of September 30, 2022, and December 31, 2021, respectively. These derivatives generally worked together as an economic interest rate hedge, but the Company did not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred.
Amounts and fair values of derivative assets and liabilities related to customer interest rate swaps recorded in the unaudited Consolidated Balance Sheets are summarized as follows (dollars in thousands):
As of September 30, 2022
Derivative AssetDerivative Liability
Notional
Amount		Fair
Value		Notional
Amount		Fair
Value
Derivatives not designated as hedging instruments
Interest rate swaps – pay floating, receive fixed$4,668 $46 $543,207 $42,001 
Interest rate swaps – pay fixed, receive floating543,207 42,001 4,668 46 
Total derivatives not designated as hedging instruments$547,875 $42,047 $547,875 $42,047 
As of December 31, 2021
Derivative AssetDerivative Liability
Notional
Amount		Fair
Value		Notional
Amount		Fair
Value
Derivatives not designated as hedging instruments
Interest rate swaps – pay floating, receive fixed$404,572 $17,839 $86,784 $2,259 
Interest rate swaps – pay fixed, receive floating86,784 2,259 404,572 17,839 
Total derivatives not designated as hedging instruments$491,356 $20,098 $491,356 $20,098 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Changes in fair value of these derivative assets and liabilities are recorded in noninterest expense in the unaudited Consolidated Statements of Income and summarized as follows (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Location2022202120222021
Interest rate swaps
Pay floating, receive fixedNoninterest expense$18,317 $(2,024)$21,792 $(11,355)
Pay fixed, receive floatingNoninterest expense(18,317)2,024 (21,792)11,355 
Net change in fair value of interest rate swaps$— $— $— $— 
Risk Participation Agreement
To manage the credit risk exposure related to a customer-facing swap, the Company entered into two risk participation agreements in conjunction with loan participation arrangements with other financial institutions. The risk participation agreements mature in 2026 and 2028, and are summarized as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Risk participation agreements
Notional amount$18,921 $3,990 
Fair value4 11 
Mortgage Banking Derivatives
Interest Rate Lock Commitments
Interest rate lock commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities in the unaudited Consolidated Balance Sheets, with changes in the fair values of the corresponding derivative financial assets or liabilities recorded as either a charge or credit to current earnings during the period in which the changes occurred.
Forward Sales Commitments
The Company economically hedges mortgage loans held for sale and interest rate lock commitments issued to its residential loan customers related to loans that will be held for sale by obtaining corresponding forward sales commitments with an investor to sell the loans at an agreed-upon price at the time the interest rate locks are issued to the customers. Forward sales commitments that meet the definition of derivative financial instruments under ASC Topic 815 “Derivatives and Hedging” are carried at their fair values in other assets or other liabilities in the unaudited Consolidated Balance Sheets. While such forward sales commitments generally served as an economic hedge to mortgage loans held for sale and interest rate lock commitments, the Company did not designate them for hedge accounting treatment. Changes in fair value of the corresponding derivative financial asset or liability were recorded as either a charge or credit to current earnings during the period in which the changes occurred.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Amounts and fair values of mortgage banking derivatives included in the unaudited Consolidated Balance Sheets are summarized as follows (dollars in thousands):
As of September 30, 2022As of December 31, 2021
LocationNotional
Amount		Fair
Value		Notional
Amount		Fair
Value
Derivatives with positive fair value
Interest rate lock commitmentsOther assets$3,434 $42 $19,384 $206 
Forward sales commitmentsOther assets4,107 134 1,884 10 
Mortgage banking derivatives recorded in other assets$7,541 $176 $21,268 $216 
Derivatives with negative fair value
Interest rate lock commitmentsOther liabilities$408 $4 $499 $6 
Forward sales commitmentsOther liabilities4,342 52 41,002 439 
Mortgage banking derivatives recorded in other liabilities$4,750 $56 $41,501 $445 
Net gains (losses) relating to these derivative instruments are summarized as follows for the periods presented (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
Location2022 20212022 2021
Net gains (losses)
Interest rate lock commitmentsMortgage revenue$(111)$537 $38 $1,502 
Forward sales commitmentsMortgage revenue295 (1,438)82 (3,616)
Net gains (losses)$184 $(901)$120 $(2,114)
Note 11: Fair Value Measurements
The fair value of an asset or liability is the price that would be received by selling that asset or paid in transferring that liability (exit price) in an orderly transaction occurring in the principal market (or most advantageous market in the absence of a principal market) for such asset or liability. ASC Topic 820 “Fair Value Measurement” establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
•Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
•Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
•Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to those Company assets and liabilities that are carried at fair value.
In general, fair value is based upon quoted market prices, when available. If such quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable data. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect, among other things, counterparty credit quality and the company's creditworthiness as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. While management believes the Company's valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis
Debt Securities Available for Sale
Debt securities classified as available for sale are reported at fair value utilizing Level 2 measurements. The Company obtains fair value measurements from an independent pricing service. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid, and other market information. Because many fixed income securities do not trade on a daily basis, the independent pricing service applies available information, focusing on observable market data such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing to prepare evaluations.
The independent pricing service uses model processes, such as the Option Adjusted Spread model, to assess interest rate impact and develop prepayment scenarios. Models and processes take into account market conventions. For each asset class, a team of evaluators gathers information from market sources and integrates relevant credit information, perceived market movements, and sector news into the evaluated pricing applications and models.
Market inputs that the independent pricing service normally seeks for evaluations of securities, listed in approximate order of priority, include: benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. The independent pricing service also monitors market indicators, industry, and economic events. For certain security types, additional inputs may be used or some of the market inputs may not be applicable. Evaluators may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs listed are available for use in the evaluation process for each security evaluation on a given day. Because the data utilized was observable, the securities have been classified as Level 2.
Equity Securities
Equity securities are reported at fair value utilizing Level 1 or Level 2 measurements. As applicable, for mutual funds, unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date and are classified as Level 1. For stock, quoted prices for identical or similar assets in markets that are not active are utilized and classified as Level 2.
Loans Held for Sale
Loans held for sale that were reported at fair value utilized Level 2 measurements at December 31, 2021. The fair values of the mortgage loans held for sale were measured using observable quoted market or contract prices or market price equivalents and were classified as Level 2.
Derivative Assets and Derivative Liabilities
Derivative assets and derivative liabilities are reported at fair value utilizing Level 2 or Level 3 measurements. As applicable, fair values of derivative assets and liabilities are determined based on prices that are obtained from a third-party which uses observable market inputs and are classified as Level 2. Due to the significance of unobservable inputs, derivative assets related to our risk participation agreement are classified as Level 3.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following tables summarize financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2022, and December 31, 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (dollars in thousands):
As of September 30, 2022
Level 1
Inputs		Level 2
Inputs		Level 3
Inputs		Total
Fair Value
Debt securities available for sale:
U.S. Treasury securities$— $140,842 $— $140,842 
Obligations of U.S. government corporations and agencies— 24,933 — 24,933 
Obligations of states and political subdivisions— 270,835 — 270,835 
Asset-backed securities— 466,524 — 466,524 
Commercial mortgage-backed securities— 87,751 — 87,751 
Residential mortgage-backed securities— 1,304,314 — 1,304,314 
Corporate debt securities— 251,842 — 251,842 
Equity securities— 11,341 — 11,341 
Derivative assets— 44,709 4 44,713 
Derivative liabilities— 76,589 — 76,589 
As of December 31, 2021
Level 1
Inputs		Level 2
Inputs		Level 3
Inputs		Total
Fair Value
Debt securities available for sale:
U.S. Treasury securities$— $165,762 $— $165,762 
Obligations of U.S. government corporations and agencies— 38,470 — 38,470 
Obligations of states and political subdivisions— 306,869 — 306,869 
Asset-backed securities— 492,186 — 492,186 
Commercial mortgage-backed securities— 614,998 — 614,998 
Residential mortgage-backed securities— 2,069,313 — 2,069,313 
Corporate debt securities— 293,653 — 293,653 
Equity securities— 13,571 — 13,571 
Loans held for sale— 23,875 — 23,875 
Derivative assets— 20,314 — 20,314 
Derivative liabilities— 21,501 — 21,501 
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
Loans Evaluated Individually
The Company does not record portfolio loans at fair value on a recurring basis. However, periodically, a loan is evaluated individually and is reported at the fair value of the underlying collateral, less estimated costs to sell, if repayment is expected solely from the collateral. If the collateral value is not sufficient, a specific reserve is recorded. Collateral values are estimated using a combination of observable inputs, including recent appraisals, and unobservable inputs based on customized discounting criteria. Due to the significance of unobservable inputs, fair values of individually evaluated collateral dependent loans have been classified as Level 3.
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OREO
Non-financial assets measured at fair value include OREO (upon initial recognition or subsequent impairment). OREO properties are measured using a combination of observable inputs, including recent appraisals, and unobservable inputs. Due to the significance of unobservable inputs, all OREO fair values have been classified as Level 3.
Bank Property Held for Sale
Bank property held for sale represents certain banking center office buildings which the Company has closed and consolidated with other existing banking centers. Bank property held for sale is measured at the lower of amortized cost or fair value less estimated costs to sell. Fair values were based upon discounted appraisals or real estate listing prices. Due to the significance of unobservable inputs, fair values of all bank property held for sale have been classified as Level 3.
The following tables summarize assets and liabilities measured at fair value on a non-recurring basis for the periods presented, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (dollars in thousands):
As of September 30, 2022
Level 1
Inputs		Level 2
Inputs		Level 3
Inputs		Total
Fair Value
Loans evaluated individually, net of related allowance$— $— $5,121 $5,121 
OREO with subsequent impairment— — 274 274 
Bank property held for sale with impairment— — 7,923 7,923 
As of December 31, 2021
Level 1
Inputs		Level 2
Inputs		Level 3
Inputs		Total
Fair Value
Loans evaluated individually, net of related allowance$— $— $2,926 $2,926 
OREO with subsequent impairment— — 51 51 
Bank property held for sale with impairment— — 10,103 10,103 
The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis for which the Company has utilized Level 3 inputs to determine fair value (dollars in thousands):
As of September 30, 2022
Fair ValueValuation
Techniques		Unobservable
Input		Range
(Weighted Average)
Loans evaluated individually, net of related allowance$5,121 Appraisal of collateralAppraisal adjustments
-41.8% to -100.0%
(-48.5)%
OREO with subsequent impairment274 Appraisal of collateralAppraisal adjustments
-16.0% to -33.0%
(-19.8)%
Bank property held for sale with impairment7,923 Appraisal of collateral or real estate listing priceAppraisal adjustments
-0.7% to -70.1%
(-35.1)%
As of December 31, 2021
Fair Value
Valuation
Techniques
Unobservable
Input
Range
(Weighted Average)
Loans evaluated individually, net of related allowance$2,926 Appraisal of collateralAppraisal adjustments
-50.0% to -100.0%
(-55.1)%
OREO with subsequent impairment51 Appraisal of collateralAppraisal adjustments
-33.0% to -100.0%
(-67.9)%
Bank property held for sale with impairment10,103 Appraisal of collateral or real estate listing priceAppraisal adjustments
-0.7% to -70.1%
(-41.3)%
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Financial Assets and Financial Liabilities That Are Not Carried at Fair Value
Estimated fair values of financial instruments that are not carried at fair value in the Company’s unaudited Consolidated Balance Sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, were as follows (dollars in thousands):
As of September 30, 2022As of December 31, 2021
Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Financial assets
Level 1 inputs:
Cash and cash equivalents$347,149 $347,149 $836,095 $836,095 
Level 2 inputs:
Debt securities held to maturity936,328 808,885 — — 
Loans held for sale1
4,546 4,555 — — 
Accrued interest receivable37,409 37,409 31,064 31,064 
Level 3 inputs:
Portfolio loans, net7,579,392 7,319,530 7,101,111 7,161,466 
Mortgage servicing rights6,564 18,815 8,608 12,133 
Other servicing rights1,862 2,253 1,830 2,268 
Financial liabilities
Level 2 inputs:
Time deposits$800,187 $775,441 $935,649 $935,778 
Securities sold under agreements to repurchase234,597 234,597 270,139 270,139 
Short-term borrowings16,225 16,255 17,678 17,673 
Long-term debt33,000 33,071 46,056 46,164 
Junior subordinated debt owed to unconsolidated trusts 71,765 60,603 71,635 63,586 
Accrued interest payable5,075 5,075 2,728 2,728 
Level 3 inputs:
Senior notes, net of unamortized issuance costs— — 39,944 40,400 
Subordinated notes, net of unamortized issuance costs221,835 209,000 182,773 195,600 
1.Effective January 1, 2022, recorded at LOCOM.
Note 12: Earnings Per Common Share
Basic earnings per share is computed by dividing net income for the period by the weighted average number of common shares outstanding, which include DSUs that are vested but not delivered. Diluted earnings per common share is computed using the treasury stock method and reflects the potential dilution that could occur if the Company’s outstanding stock options and warrants were exercised, stock units were vested, and ESPP shares were issued.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Earnings per common share have been computed as follows (dollars in thousands, except per share amounts):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net income$35,661 $25,941 $93,924 $93,523 
Weighted average number of common shares outstanding, basic55,349,54756,227,81655,399,42455,256,348
Dilutive effect of common stock equivalents:
Options2491221,6061,009
Warrants1,7081,7041,7491,732
RSU awards624,576577,611661,173602,311
PSU awards81,2684,91537,3932,601
DSU awards10,41412,79614,2756,316
ESPP5,4027,5548,1362,518
Weighted average number of common shares outstanding, diluted56,073,16456,832,51856,123,75655,872,835
Basic earnings per common share$0.64 $0.46 $1.70 $1.69 
Diluted earnings per common share$0.64 $0.46 $1.67 $1.67 
Average shares that were excluded from the computation of diluted earnings per common share because their effect would have been anti-dilutive are summarized in the table below for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Anti-dilutive common stock equivalents
Options——10,389—
RSU awards—47,80551,88386,744
PSU awards160,39185,571226,77195,511
DSU awards———10,323
Total anti-dilutive common stock equivalents160,391133,376289,043192,578
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 13: Accumulated Other Comprehensive Income (Loss)
The following table represents changes in AOCI by component, net of tax, for the period below (dollars in thousands):
Three Months Ended September 30,
20222021
Before TaxTax EffectNet of TaxBefore TaxTax EffectNet of Tax
Unrealized gains (losses) on debt securities available for sale
Balance at beginning of period$(277,310)$79,047 $(198,263)$17,013 $(4,850)$12,163 
Unrealized holding gains (losses) on debt securities available for sale, net(96,937)27,631 (69,306)(17,198)4,902 (12,296)
Amounts reclassified from AOCI, net74 (21)53 5 (1)4 
Amortization of unrealized losses on securities transferred to held to maturity1,806 (515)1,291 — — — 
Balance at end of period$(372,367)$106,142 $(266,225)$(180)$51 $(129)
Unrealized gains (losses) on cash flow hedges
Balance at beginning of period$(17,963)$5,119 $(12,844)$(2,012)$574 $(1,438)
Unrealized holding gains (losses) on cash flow hedges, net(14,253)4,061 (10,192)(7)2 (5)
Amounts reclassified from AOCI, net370 (104)266 288 (82)206 
Balance at end of period$(31,846)$9,076 $(22,770)$(1,731)$494 $(1,237)
Total AOCI$(404,213)$115,218 $(288,995)$(1,911)$545 $(1,366)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Nine Months Ended September 30,
20222021
Before TaxTax EffectNet of TaxBefore TaxTax EffectNet of Tax
Unrealized gains (losses) on debt securities available for sale
Balance at beginning of period$(32,272)$9,199 $(23,073)$49,644 $(14,151)$35,493 
Unrealized holding gains (losses) on debt securities available for sale, net(296,507)84,519 (211,988)(49,801)14,195 (35,606)
Unrealized losses on debt securities transferred to held to maturity from available for sale(48,456)13,812 (34,644)— — — 
Amounts reclassified from AOCI, net(28)8 (20)(23)7 (16)
Amortization of unrealized losses on securities transferred to held to maturity4,896 (1,396)3,500 — — — 
Balance at end of period$(372,367)$106,142 $(266,225)$(180)$51 $(129)
Unrealized gains (losses) on cash flow hedges
Balance at beginning of period$(958)$273 $(685)$(3,055)$871 $(2,184)
Unrealized holding gains (losses) on cash flow hedges, net(30,191)8,604 (21,587)470 (134)336 
Amounts reclassified from AOCI, net(697)199 (498)854 (243)611 
Balance at end of period$(31,846)$9,076 $(22,770)$(1,731)$494 $(1,237)
Total AOCI$(404,213)$115,218 $(288,995)$(1,911)$545 $(1,366)
Note 14: Operating Segments and Related Information
The Company has three reportable operating segments: Banking, FirsTech, and Wealth Management. The Company’s three operating segments are strategic business units that are separately managed as they offer different products and services and have different marketing strategies. The Banking operating segment provides a full range of banking services to individual and corporate customers through its banking center network in Illinois; the St. Louis, Missouri metropolitan area; southwest Florida; and Indianapolis, Indiana. The FirsTech operating segment provides solutions for online, mobile, and voice-recognition bill payments; lockbox; and walk-in payments. The Wealth Management operating segment provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations.
The segment financial information provided below has been derived from information used by management to monitor and manage the financial performance of the Company. The accounting policies of the three operating segments are the same as those described in the summary of significant accounting policies in “Note 1. Significant Accounting Policies” in the Company’s 2021 Annual Report. The Company accounts for intersegment revenue and transfers at current market value.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Following is a summary of selected financial information for the Company’s operating segments. The “other” category included in the tables below consists of the parent company, First Busey Risk Management, and the elimination of intercompany transactions (dollars in thousands):
GoodwillTotal Assets
As ofAs of
September 30,
2022		December 31,
2021		September 30,
2022		December 31,
2021
Operating segment
Banking$294,773 $294,773 $12,352,413 $12,746,833 
FirsTech8,992 8,992 48,499 47,481 
Wealth Management14,108 14,108 80,082 65,587 
Other— — 16,394 (212)
Consolidated total$317,873 $317,873 $12,497,388 $12,859,689 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Net interest income
Banking$90,916 $74,672 $244,820 $211,377 
FirsTech15 19 50 60 
Other(4,626)(3,936)(12,581)(11,247)
Total net interest income$86,305 $70,755 $232,289 $200,190 
Noninterest income
Banking$13,559 $14,976 $42,827 $42,798 
FirsTech5,578 5,030 16,333 14,700 
Wealth Management12,514 13,746 42,425 39,333 
Other(718)(493)(3,861)884 
Total noninterest income$30,933 $33,259 $97,724 $97,715 
Noninterest expense
Banking$55,273 $59,520 $165,220 $150,032 
FirsTech5,109 4,519 14,601 13,086 
Wealth Management7,682 7,679 23,533 20,961 
Other2,672 1,769 6,850 6,532 
Total noninterest expense$70,736 $73,487 $210,204 $190,611 
Income before income taxes
Banking$46,838 $31,996 $118,663 $114,507 
FirsTech484 530 1,782 1,674 
Wealth Management4,832 6,068 18,892 18,373 
Other(8,016)(6,198)(23,292)(16,895)
Total income before income taxes$44,138 $32,396 $116,045 $117,659 
Net income
Banking$37,082 $25,123 $94,032 $89,889 
FirsTech353 384 1,300 1,214 
Wealth Management3,756 4,719 14,688 14,285 
Other(5,530)(4,285)(16,096)(11,865)
Total net income$35,661 $25,941 $93,924 $93,523 
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 15: Leases
Busey as the Lessee
The Company has operating leases consisting primarily of equipment leases and real estate leases for banking centers, ATM locations, and office space. The following table summarizes lease-related information and balances the Company reported in its unaudited Consolidated Balance Sheets for the periods presented (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Lease balances
Right of use assets$10,202 $10,533 
Lease liabilities10,311 10,591 
Supplemental information
Year through which lease terms extend20372031
Weighted average remaining lease term (in years)8.616.47
Weighted average discount rate2.91 %2.16 %
The following table represents lease costs and cash flows related to leases for the periods presented (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Lease costs
Operating lease costs$563 $656 $1,762 $1,828 
Variable lease costs214 94 436 394 
Short-term lease costs5 9 15 43 
Total lease cost1
$782 $759 $2,213 $2,265 
Cash flows related to leases
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease cash flows – Fixed payments$1,076 $620 $2,445 $1,756 
Operating lease cash flows – Liability reduction464 569 1,741 1,610 
Right of use assets obtained during the period in exchange for operating lease liabilities1,127 3,408 1,182 5,018 
1.Lease costs are included in net occupancy and equipment expense in the unaudited Consolidated Statements of Income.
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FIRST BUSEY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Company was obligated under noncancelable operating leases for office space and other commitments, as follows (dollars in thousands):
As of
September 30, 2022
Rent commitments
Remainder of 2022$539 
20231,857 
20241,573 
20251,349 
20261,059 
2027886 
Thereafter4,626 
Total undiscounted cash flows11,889 
Less: Amounts representing interest1,578 
Present value of net future minimum lease payments$10,311 
Busey as the Lessor
Busey occasionally leases parking lots and office space to outside parties. Further, in connection with the acquisition of CAC in the second quarter of 2021, the Company acquired office buildings in Glenview, IL and Northbrook, IL, along with operating leases for space within these buildings that is rented to third parties. Revenues recorded in connection with these leases and reported in other income on our unaudited Consolidated Statements of Income are summarized as follows (dollars in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Rental income$146 $208 $519 $339 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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OVERVIEW
First Busey is a $12.5 billion financial holding company headquartered in Champaign, Illinois. Our common stock is traded on The Nasdaq Global Select Market under the symbol “BUSE.”
Our three operating segments provide a full range of banking, payment technology solutions, and wealth management services through our subsidiaries, Busey Bank and FirsTech, in Illinois; the St. Louis, Missouri metropolitan area; southwest Florida; and Indianapolis, Indiana.
The following discussion and analysis are intended to assist readers in understanding First Busey’s financial condition and results of operations during the three and nine months ended September 30, 2022, and should be read in conjunction with our unaudited consolidated financial statements and notes thereto included in this Quarterly Report, as well as our 2021 Annual Report.
CURRENT EVENTS
Hurricane Ian
On September 28, 2022, Hurricane Ian made landfall in southwest Florida impacting our operations in the region. We are focused on assisting our clients and employees as they navigate the challenges from this historic storm. Efforts undertaken to date include: 1) financial assistance for associates impacted by the storm; 2) creation of a relief center for associates to access much needed supplies; 3) staffing resource reallocation to support our southwest Florida operations; 4) fee waivers for impacted customers; and 5) loan modification programs for impacted commercial and residential customers. These are but a few of the initiatives and efforts implemented to date.
Efficiency Initiative
Early in the fourth quarter of 2022, we implemented a targeted restructuring and efficiency optimization plan that is expected to generate annual salary and benefits savings of $4.0 million to $4.4 million. We also expect to incur one-time severance-related costs associated with this initiative of $1.1 million to $1.3 million, most of which are expected to be realized in the fourth quarter. We expect to largely reinvest the anticipated savings to support ongoing growth initiatives across our franchise over the next several quarters.
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EXECUTIVE SUMMARY
Operating Results
Operating performance metrics presented in the table below have been derived from information used by management to monitor and manage the financial performance of the Company (dollars in thousands, except per share amounts):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Reported:Net income$35,661 $25,941 $93,924 $93,523 
Adjusted:
Net income1
$36,435 $32,845 $95,620 $102,831 
Reported:Diluted earnings per common share$0.64 $0.46 $1.67 $1.67 
Adjusted:
Diluted earnings per common share1
$0.65 $0.58 $1.70 $1.84 
Reported:
Return on average assets2
1.13 %0.81 %1.00 %1.08 %
Adjusted:
Return on average assets1, 2
1.15 %1.03 %1.02 %1.19 %
Reported:
Return on average tangible common equity1, 2
17.41 %10.60 %14.81 %13.12 %
Adjusted:
Return on average tangible common equity1, 2
17.79 %13.43 %15.08 %14.43 %
Reported:
Pre-provision net revenue1
$46,498 $30,470 $122,133 $104,698 
Adjusted:
Pre-provision net revenue1
$48,800 $39,409 $129,421 $119,648 
Reported:
Pre-provision net revenue to average assets1, 2
1.47 %0.95 %1.30 %1.21 %
Adjusted:
Pre-provision net revenue to average assets1, 2
1.54 %1.23 %1.38 %1.38 %
1.A non-GAAP financial measure. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
2.Annualized measure.
Acquisitions
On May 31, 2021, First Busey completed its acquisition of CAC, the holding company for GSB. GSB was operated as a separate banking subsidiary from June 1, 2021, until August 14, 2021, when it was merged with and into Busey Bank. At that time GSB’s banking centers became banking centers of Busey Bank. Upon completion of the GSB acquisition, we reset the baseline for the future financial performance of First Busey in a multitude of positive ways.
Non-operating Expenses and Non-GAAP Measures
First Busey views certain non-operating items, including acquisition-related and restructuring charges, as adjustments to net income reported under GAAP. Non-operating pre-tax adjustments for the three and nine months ended September 30, 2022, included $1.0 million and $2.1 million of expenses, respectively, related to acquisitions and restructuring.
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A reconciliation of non-GAAP measures—including pre-provision net revenue, adjusted pre-provision net revenue, pre-provision net revenue to average assets, adjusted pre-provision net revenue to average assets, adjusted net income, adjusted diluted earnings per share, adjusted return on average assets, return on average tangible common equity, adjusted return on average tangible common equity, adjusted net interest income, adjusted net interest margin, adjusted noninterest expense, adjusted core expense, efficiency ratio, adjusted efficiency ratio, adjusted core efficiency ratio, tangible book value per common share, tangible common equity, tangible common equity to tangible assets, core loans, core loans to portfolio loans, core deposits, core deposits to total deposits, and core loans to core deposits—which First Busey believes facilitates the assessment of its financial results and peer comparability, is included in tabular form in “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
Banking Center Markets
We serve the Illinois banking market with 46 Busey Bank banking centers. Our Illinois markets feature several Fortune 1000 companies. Those organizations, coupled with large healthcare and higher education sectors, anchor the communities in which they are located and have provided a comparatively stable foundation for housing, employment, and small business. Ten of our banking centers in Illinois are located within the Chicago Metropolitan Statistical Area, and 12 of our banking centers in Illinois are located within the St. Louis Metropolitan Statistical Area.
Busey Bank has eight banking centers in Missouri, all within the St. Louis Metropolitan Statistical Area. St. Louis, Missouri has a diverse economy with major employment sectors including health care, financial services, professional and business services, and retail. We have a total of 20 banking centers within the boundaries of the St. Louis Metropolitan Statistical Area, including branches in both Illinois and Missouri.
Busey Bank has three banking centers in southwest Florida, an area which has experienced strong population growth, job growth, and an expanded housing market over the last several years.
Busey Bank has one banking center in the Indianapolis, Indiana area, which is the most populous city of Indiana with a diverse economy, including the headquarters of many large corporations.
Net Interest Income
Net interest income is the difference between interest income and fees earned on earning assets and interest expense incurred on interest-bearing liabilities. Interest rate levels and volume fluctuations within earning assets and interest-bearing liabilities impact net interest income. Net interest margin is tax-equivalent net interest income as a percent of average earning assets.
Certain assets with tax favorable treatment are evaluated on a tax-equivalent basis, assuming a federal income tax rate of 21.0%. Tax favorable assets generally have lower contractual pre-tax yields than fully taxable assets. A tax-equivalent analysis is performed by adding the tax savings to the earnings on tax favorable assets. After factoring in the tax favorable effects of these assets, the yields may be more appropriately evaluated against alternative earning assets. In addition to yield, various other risks are factored into the evaluation process.
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Consolidated Average Balance Sheets and Interest Rates (Unaudited)
The following tables show our unaudited Consolidated Average Balance Sheets (dollars in thousands), and details the major categories of assets and liabilities, the interest income earned on interest-earning assets, the interest expense paid for interest-bearing liabilities, and the related interest yields for the periods shown. Average information is provided on a daily average basis.
Three Months Ended September 30,
20222021
Average
Balance		Income/
Expense
Yield/
Rate5
Average
Balance		Income/
Expense
Yield/
Rate5
Assets
Interest-bearing bank deposits and federal funds sold$207,917 $1,085 2.07 %$860,200 $462 0.21 %
Investment securities:
U.S. Government obligations174,357 267 0.61 %251,553 416 0.66 %
Obligations of states and political subdivisions1
284,069 1,900 2.65 %299,024 1,900 2.52 %
Other securities3,209,327 16,298 2.01 %3,171,163 10,167 1.27 %
Loans held for sale4,195 53 5.01 %15,589 99 2.52 %
Portfolio loans1, 2
7,617,918 76,355 3.98 %7,133,108 65,418 3.64 %
Total interest-earning assets1, 3
$11,497,783 $95,958 3.31 %$11,730,637 $78,462 2.65 %
Cash and due from banks123,480 149,550 
Premises and equipment130,367 144,334 
ACL(89,019)(96,682)
Other assets869,245 769,956 
Total assets$12,531,856 $12,697,795 
Liabilities and Stockholders’ Equity
Interest-bearing transaction deposits$2,880,802 $1,582 0.22 %$2,809,669 $522 0.07 %
Savings and money market deposits3,311,327 1,058 0.13 %3,369,482 811 0.10 %
Time deposits800,996 925 0.46 %1,074,091 1,726 0.64 %
Federal funds purchased and repurchase agreements233,032 459 0.78 %221,813 60 0.11 %
Borrowings4
307,255 4,300 5.55 %296,185 3,262 4.37 %
Junior subordinated debt issued to unconsolidated trusts71,736 786 4.35 %71,565 728 4.04 %
Total interest-bearing liabilities$7,605,148 $9,110 0.48 %$7,842,805 $7,109 0.36 %
Net interest spread1
2.83 %2.29 %
Noninterest-bearing deposits3,583,693 3,365,823 
Other liabilities161,567 137,751 
Stockholders’ equity1,181,448 1,351,416 
Total liabilities and stockholders’ equity$12,531,856 $12,697,795 
Interest income / earning assets1, 3
$11,497,783 $95,958 3.31 %$11,730,637 $78,462 2.65 %
Interest expense / earning assets11,497,783 $9,110 0.31 %$11,730,637 $7,109 0.24 %
Net interest margin1
$86,848 3.00 %$71,353 2.41 %
1.On a tax-equivalent basis and assuming a federal income tax rate of 21.0%. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
2.Non-accrual loans have been included in average portfolio loans.
3.Interest income includes a tax-equivalent adjustment of $0.5 million and $0.6 million for the three months ended September 30, 2022, and 2021, respectively.
4.Includes short-term and long-term borrowings. Interest expense includes a non-usage fee on a revolving loan.
5.Annualized.
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Nine Months Ended September 30,
20222021
Average
Balance		Income/
Expense
Yield/
Rate5
Average
Balance		Income/
Expense
Yield/
Rate5
Assets
Interest-bearing bank deposits and federal funds sold$331,664 $1,720 0.69 %$597,960 $857 0.19 %
Investment securities:
U.S. Government obligations186,493 836 0.60 %166,300 1,375 1.11 %
Obligations of states and political subdivisions1
293,161 5,762 2.63 %297,094 5,772 2.60 %
Other securities3,345,611 43,913 1.75 %2,645,746 25,513 1.29 %
Loans held for sale6,376 168 3.52 %23,060 401 2.32 %
Portfolio loans1, 2
7,387,582 203,338 3.68 %6,921,226 189,743 3.67 %
Total interest-earning assets1, 3
$11,550,887 $255,737 2.96 %$10,651,386 $223,661 2.81 %
Cash and due from banks123,881 134,998 
Premises and equipment132,977 138,257 
ACL(88,744)(98,522)
Other assets828,815 745,151 
Total assets$12,547,816 $11,571,270 
Liabilities and Stockholders’ Equity
Interest-bearing transaction deposits$2,742,105 $2,446 0.12 %$2,534,979 $1,529 0.08 %
Savings and money market deposits3,399,782 2,310 0.09 %2,981,559 2,151 0.10 %
Time deposits855,219 3,079 0.48 %1,060,993 6,406 0.81 %
Federal funds purchased and repurchase agreements246,481 665 0.36 %203,777 177 0.12 %
Borrowings4
296,034 11,165 5.04 %262,024 9,245 4.72 %
Junior subordinated debt issued to unconsolidated trusts71,693 2,148 4.01 %71,524 2,185 4.08 %
Total interest-bearing liabilities$7,611,314 $21,813 0.38 %$7,114,856 $21,693 0.41 %
Net interest spread1
2.58 %2.40 %
Noninterest-bearing deposits3,569,562 3,010,999 
Other liabilities147,295 121,844 
Stockholders’ equity1,219,645 1,323,571 
Total liabilities and stockholders’ equity$12,547,816 $11,571,270 
Interest income / earning assets1, 3
$11,550,887 $255,737 2.96 %$10,651,386 $223,661 2.81 %
Interest expense / earning assets$11,550,887 $21,813 0.25 %$10,651,386 $21,693 0.27 %
Net interest margin1
$233,924 2.71 %$201,968 2.54 %
1.On a tax-equivalent basis and assuming a federal income tax rate of 21.0%. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
2.Non-accrual loans have been included in average portfolio loans.
3.Interest income includes a tax-equivalent adjustment of $1.6 million and $1.8 million for the nine months ended September 30, 2022, and 2021, respectively.
4.Includes short-term and long-term borrowings. Interest expense includes a non-usage fee on a revolving loan.
5.Annualized.
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Notable changes in average assets and average liabilities are summarized as follows for the periods presented (dollars in thousands):
Three Months Ended September 30,
20222021Change% Change
Average interest-earning assets$11,497,783 $11,730,637 $(232,854)(2.0)%
Average interest-bearing liabilities7,605,148 7,842,805 (237,657)(3.0)%
Average noninterest-bearing deposits3,583,693 3,365,823 217,870 6.5 %
Total average deposits10,576,818 10,619,065 (42,247)(0.4)%
Total average liabilities11,350,408 11,346,379 4,029 — %
Average noninterest-bearing deposits as a percent of total average deposits33.9 %31.7 %220 bps
Total average deposits as a percent of total average liabilities93.2 %93.6 %(40) bps
Nine Months Ended September 30,
20222021Change% Change
Average interest-earning assets$11,550,887 $10,651,386 $899,501 8.4 %
Average interest-bearing liabilities7,611,314 7,114,856 496,458 7.0 %
Average noninterest-bearing deposits3,569,562 3,010,999 558,563 18.6 %
Total average deposits10,566,668 9,588,530 978,138 10.2 %
Total average liabilities11,328,171 10,247,699 1,080,472 10.5 %
Average noninterest-bearing deposits as a percent of total average deposits33.8 %31.4 %240 bps
Total average deposits as a percent of total average liabilities93.3 %93.6 %(30) bps
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Changes in net interest income and net interest margin are summarized as follows for the periods presented (dollars in thousands):
Three Months Ended September 30,
20222021Change% Change
Net interest income
Interest income, on a tax-equivalent basis1
$95,958 $78,462 $17,496 22.3 %
Interest expense(9,110)(7,109)(2,001)28.1 %
Net interest income, on a tax-equivalent basis1
$86,848 $71,353 $15,495 21.7 %
Net interest margin1, 2
3.00 %2.41 %59 bps
Nine Months Ended September 30,
20222021Change% Change
Net interest income
Interest income, on a tax-equivalent basis1
$255,737 $223,661 $32,076 14.3 %
Interest expense(21,813)(21,693)(120)0.6 %
Net interest income, on a tax-equivalent basis1
$233,924 $201,968 $31,956 15.8 %
Net interest margin1, 2
2.71 %2.54 %17 bps
1.Assuming a federal income tax rate of 21.0%. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
2.Net interest income expressed as a percentage of average earning assets, stated on a tax-equivalent basis.
The FOMC raised rates by 150 basis points during the third quarter of 2022, and a total of 300 basis points during the first three quarters of 2022. Rising rates have a positive impact on net interest margin, as assets, in particular commercial loans, reprice more quickly and to a greater extent than liabilities. Given the timing of the FOMC meetings in September, the full benefit of the associated movement in rates to our net interest margin will be realized in subsequent quarters. In general, net interest margins have been impacted over the last two years by PPP loans, significant growth in the Company’s liquidity position, organic portfolio loan growth over the past six quarters, and the issuance of debt, with more recent impacts resulting from rate increases.
First Busey remains substantially core deposit1 funded, with robust liquidity and significant market share in the communities we serve. As of September 30, 2022, our loan to deposit ratio was 72.4% and core deposits represented 99.0% of total deposits.
Net interest spread, which represents the difference between the average rate earned on earning assets and the average rate paid on interest-bearing liabilities, was 2.83% and 2.58% for the three and nine months ended September 30, 2022, respectively, compared to 2.29% and 2.40% for the three and nine months ended September 30, 2021, each on a tax-equivalent basis.
The net interest margin discussion above is based upon the results and average balances for the three and nine months ended September 30, 2022, and 2021. Annualized net interest margins for the quarterly periods indicated were as follows:
20222021
First Quarter2.45 %2.72 %
Second Quarter2.68 %2.50 %
Third Quarter3.00 %2.41 %
Fourth Quarter2.36 %
1 Core deposits is a non-GAAP financial measure. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
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Management attempts to mitigate the effects of an unpredictable interest-rate environment through effective portfolio management, prudent loan underwriting and pricing discipline, and operational efficiencies. For a description of accounting policies underlying the recognition of interest income and expense, refer to the Notes to Consolidated Financial Statements in the Company’s 2021 Annual Report.
Noninterest Income
Changes in noninterest income are summarized as follows for the periods presented (dollars in thousands):
Three Months Ended September 30,
20222021Change% Change
Noninterest income
Wealth management and payment technology income:
Wealth management fees$12,508 $13,749 $(1,241)(9.0)%
Payment technology solutions5,080 4,620 460 10.0 %
Combined, wealth management fees and payment technology solutions17,588 18,369 (781)(4.3)%
Fees for customer services7,627 9,288 (1,661)(17.9)%
Mortgage revenue438 1,740 (1,302)(74.8)%
Income on bank owned life insurance958 999 (41)(4.1)%
Securities income:
Realized net gains (losses) on securities(74)(5)(69)NM
Unrealized net gains (losses) recognized on equity securities78 62 16 25.8 %
Net securities gains (losses)4 57 (53)(93.0)%
Other income4,318 2,806 1,512 53.9 %
Total noninterest income$30,933 $33,259 $(2,326)(7.0)%
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Nine Months Ended September 30,
20222021Change% Change
Noninterest income
Wealth management and payment technology income:
Wealth management fees$42,422 $39,335 $3,087 7.8 %
Payment technology solutions15,045 13,771 1,274 9.3 %
Combined, wealth management fees and payment technology solutions57,467 53,106 4,361 8.2 %
Fees for customer services26,122 25,936 186 0.7 %
Mortgage revenue1,697 6,153 (4,456)(72.4)%
Income on bank owned life insurance2,716 3,439 (723)(21.0)%
Securities income:
Realized net gains (losses) on securities52 114 (62)(54.4)%
Unrealized net gains (losses) recognized on equity securities(2,376)2,482 (4,858)(195.7)%
Net securities gains (losses)(2,324)2,596 (4,920)(189.5)%
Other income12,046 6,485 5,561 85.8 %
Total noninterest income$97,724 $97,715 $9 — %
Total noninterest income was $30.9 million for the three months ended September 30, 2022, a 7.0% decrease from the comparable period in 2021, and was $97.7 million for the nine months ended September 30, 2022, consistent with the comparable period in 2021. Results for the nine months ended September 30, 2021, included four months of operating income for GSB, whereas results for the same period in 2022 reflect the fully integrated acquisition for the complete period. Revenues from wealth management fees and payment technology solutions represented 56.9% and 58.8% of the Company’s noninterest income for the three and nine months ended September 30, 2022, respectively, providing a complement to spread-based revenue from traditional banking activities. On a combined basis, revenue from these two critical operating areas was $17.6 million for the three months ended September 30, 2022, a 4.3% decrease from the comparable period in 2021, and was $57.5 million for the nine months ended September 30, 2022, an 8.2% increase from the comparable period in 2021.
Wealth management fees were $12.5 million for the three months ended September 30, 2022, a 9.0% decrease from the comparable period in 2021, and were $42.4 million for the nine months ended September 30, 2022, a 7.8% increase from the comparable period for 2021. First Busey’s Wealth Management division ended the third quarter of 2022 with $10.7 billion in assets under care, compared to $12.7 billion as of December 31, 2021. The decrease in assets under care was principally due to a reduction in market valuations. Our portfolio management team continues to produce solid results in the face of very volatile markets. In the third quarter, Busey's core investment strategy outperformed its blended benchmark, which consists of 60% MSCI All Country World Index and 40% Bloomberg Intermediate Government/Credit Index.
Payment technology solutions revenue relates to our payment processing company, FirsTech. Payment technology solutions revenue was $5.1 million for the three months ended September 30, 2022, a 10.0% increase from the comparable period in 2021, and was $15.0 million for the nine months ended September 30, 2022, a 9.3% increase from the comparable period in 2021. FirsTech segment revenue was $5.6 million for the three months ended September 30, 2022, a 10.8% increase from the comparable period of 2021, and was $16.4 million for the nine months ended September 30, 2022, an 11.0% increase from the comparable period in 2021. FirsTech operations add important diversity to our revenue stream while widening our array of service offerings to larger commercial clients both within our footprint and nationally. We are currently making strategic investments in FirsTech to enhance future growth, including further upgrades to the product and engineering teams to build an Application Programming Interface (API) cloud-based platform to provide for fully integrated payment capabilities as well as the continued development of our Banking as a Service (BaaS) platform.
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Fees for customer services were $7.6 million for the three months ended September 30, 2022, a 17.9% decrease from the comparable period in 2021, and were $26.1 million for the nine months ended September 30, 2022, a 0.7% increase from the comparable period in 2021. Beginning on July 1, 2022, we became subject to the Durbin Amendment of the Dodd-Frank Act. The Durbin Amendment requires the Federal Reserve to establish a maximum permissible interchange fee for many types of debit transactions, which resulted in a $2.4 million reduction in fee income during the three months ended September 30, 2022.
Mortgage revenue was $0.4 million for the three months ended September 30, 2022, a 74.8% decrease from the comparable period in 2021, and was $1.7 million for the nine months ended September 30, 2022, a 72.4% decrease from the comparable period in 2021. Decreases primarily resulted from declines in sold-loan mortgage volume and gain on sale premiums. General economic conditions and interest rate volatility may impact fees in future quarters.
Income on bank owned life insurance was $1.0 million for the three months ended September 30, 2022, a 4.1% decrease from the comparable period in 2021, and was $2.7 million for the nine months ended September 30, 2022, a 21.0% decrease from the comparable period in 2021. Decreases resulted from lower life insurance proceeds and a decline in earnings on the cash surrender value of the policies.
Other income was $4.3 million for the three months ended September 30, 2022, a $1.5 million increase from the comparable period in 2021, and was $12.0 million for the nine months ended September 30, 2022, a $5.6 million increase from the comparable period in 2021. Other income benefited from higher income recognized on venture capital investments, check sales, and swap origination fees, partially offset by losses on fixed asset disposal and lower commercial loan sale gains recorded during the three and nine months ended September 30, 2022.
Noninterest Expense
Changes in noninterest expense are summarized as follows for the periods presented (dollars in thousands):
Three Months Ended September 30,
20222021Change% Change
Noninterest expense
Salaries, wages, and employee benefits$39,762 $41,949 $(2,187)(5.2)%
Data processing5,447 7,782 (2,335)(30.0)%
Premises expenses:
Net occupancy expense of premises4,705 4,797 (92)(1.9)%
Furniture and equipment expenses1,799 2,208 (409)(18.5)%
Combined, net occupancy expense of premises and furniture and equipment expenses6,504 7,005 (501)
Professional fees1,579 1,361 218 16.0 %
Amortization of intangible assets2,871 3,149 (278)(8.8)%
Interchange expense1,574 1,434 140 9.8 %
Other expense12,999 10,807 2,192 20.3 %
Total noninterest expense$70,736 $73,487 $(2,751)(3.7)%
Income taxes$8,477 $6,455 $2,022 31.3 %
Effective income tax rate19.2 %19.9 %(70) bps
Efficiency ratio1
57.6 %67.3 %(970) bps
Adjusted efficiency ratio1
56.8 %59.0 %(220) bps
1.The efficiency ratio and adjusted efficiency ratio are non-GAAP financial measures. For a reconciliation of non-GAAP measures to the most directly comparable financial GAAP measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
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Nine Months Ended September 30,
20222021Change% Change
Noninterest expense
Salaries, wages, and employee benefits$117,226 $107,222 $10,004 9.3 %
Data processing15,800 16,881 (1,081)(6.4)%
Premises expenses:
Net occupancy expense of premises14,492 13,606 886 6.5 %
Furniture and equipment expenses5,874 6,300 (426)(6.8)%
Combined, net occupancy expense of premises and furniture and equipment expenses20,366 19,906 460 
Professional fees4,693 5,617 (924)(16.5)%
Amortization of intangible assets8,833 8,200 633 7.7 %
Interchange expense4,606 4,360 246 5.6 %
Other expense38,680 28,425 10,255 36.1 %
Total noninterest expense$210,204 $190,611 $19,593 10.3 %
Income taxes$22,121 $24,136 $(2,015)(8.3)%
Effective income tax rate19.1 %20.5 %(140) bps
Efficiency ratio1
60.3 %61.4 %(110) bps
Adjusted efficiency ratio1
59.7 %57.5 %220 bps
Full-time equivalent employees as of period-end1,5131,462513.5 %
1.The efficiency ratio and adjusted efficiency ratio are non-GAAP financial measures. For a reconciliation of non-GAAP measures to the most directly comparable financial GAAP measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
Total noninterest expense was $70.7 million for the three months ended September 30, 2022, a 3.7% decrease from the comparable period in 2021, and was $210.2 million for the nine months ended September 30, 2022, a 10.3% increase from the comparable period in 2021. Results for the nine months ended September 30, 2021, included four months of operating expenses for GSB, whereas results for the same period in 2022 reflect the fully integrated acquisition for the complete period.
Salaries, wages, and employee benefits were $39.8 million for the three months ended September 30, 2022, a 5.2% decrease from the comparable period in 2021, and were $117.2 million for the nine months ended September 30, 2022, a 9.3% increase from the comparable period in 2021. Full-time equivalents were 1,513 as of September 30, 2022, compared to 1,462 at September 30, 2021. The Company continues to invest in talent across our business lines and our risk management infrastructure. Labor market trends over the past year reflected a shrinking labor supply, while job growth resulted in increased demands for a skilled workforce, putting further upward pressure on salaries, wages, and employee benefits.
Data processing expense was $5.4 million for the three months ended September 30, 2022, a 30.0% decrease from the comparable period in 2021, and was $15.8 million for the nine months ended September 30, 2022, a 6.4% decrease from the comparable period in 2021. Decreases were primarily attributable to higher expenses in 2021 related to the CAC acquisition. Excluding non-operating expenses, data processing expenses increased by $0.8 million and $2.3 million for the three and nine months ended September 30, 2022, compared to the same periods in 2021.
Combined, net occupancy expense of premises and furniture and equipment expense totaled $6.5 million for the three months ended September 30, 2022, a 7.2% decrease from the comparable period in 2021, and $20.4 million for the nine months ended September 30, 2022, a 2.3% increase from the comparable period in 2021. Year-over-year increases are primarily attributable to higher maintenance costs, elevated utility costs, and increased real estate taxes.
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Professional fees were $1.6 million for the three months ended September 30, 2022, a 16.0% increase from the comparable period in 2021, and $4.7 million for the nine months ended September 30, 2022, a 16.5% decrease from the comparable period in 2021. Excluding non-operating expenses, professional fees increased by $0.3 million and $0.2 million for the three and nine months ended September 30, 2022, compared to the same periods in 2021.
Amortization of intangible assets was $2.9 million for the three months ended September 30, 2022, an 8.8% decrease from the comparable period in 2021, and $8.8 million for the nine months ended September 30, 2022, a 7.7% increase from the comparable period for 2021. Year-over-year increases primarily related to intangible assets acquired in the acquisition of CAC during the second quarter of 2021.
Interchange expense was $1.6 million for the three months ended September 30, 2022, a 9.8% increase from the comparable period in 2021, and was $4.6 million for the nine months ended September 30, 2022, a 5.6% increase from the comparable period in 2021. Fluctuations in interchange expense were primarily the result of increased payment and volume activity at FirsTech.
Other expense was $13.0 million for the three months ended September 30, 2022, a $2.2 million increase from the comparable period in 2021, and was $38.7 million for the nine months ended September 30, 2022, an $10.3 million increase from the comparable period in 2021. Increases were across multiple expense categories including marketing and business development, NMTC amortization, regulatory expenses, and fluctuations in provision for unfunded commitments.
The efficiency ratio2, which is a measure commonly used by management and the banking industry, measures the amount of expense incurred to generate a dollar of revenue. Our efficiency ratios2 were 57.6% and 60.3% for the three and nine months ended September 30, 2022, respectively, compared to 67.3% and 61.4% for the three and nine months ended September 30, 2021, respectively.
Our adjusted efficiency ratios2 were 56.8% and 59.7% for the three and nine months ended September 30, 2022, respectively, compared to 59.0% and 57.5% for three and nine months ended September 30, 2021. The Company remains focused on expense discipline, while making necessary investments to promote the organic growth of our key business lines and related support and risk management functions.
Taxes
Effective income tax rates of 19.2% and 19.9% for the three and nine months ended September 30, 2022, respectively, were lower than the combined federal and state statutory rate of approximately 28.0% due to tax exempt interest income, such as municipal bond interest and bank owned life insurance income, and investments in various federal and state tax credits. We continue to monitor evolving federal and state tax legislation and its potential impact on operations on an ongoing basis. As of September 30, 2022, we were not under examination by any tax authority; however, we have received an inquiry from the State of Illinois regarding our prior franchise tax filings. In the event the Company is required to amend our prior franchise tax filings, we could incur additional expenses.
2 The efficiency ratio and adjusted efficiency ratio are non-GAAP financial measures. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
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FINANCIAL CONDITION
Balance Sheet
Changes in significant items included in our unaudited Consolidated Balance Sheets are summarized as follows as of each of the dates indicated (dollars in thousands):
As of
September 30,
2022		December 31,
2021		Change% Change
Assets
Debt securities available for sale$2,547,041 $3,981,251 $(1,434,210)(36.0)%
Debt securities held to maturity936,328 — 936,328 N/A
Portfolio loans, net of ACL7,579,392 7,101,111 478,281 6.7 %
Total assets$12,497,388 $12,859,689 $(362,301)(2.8)%
Liabilities
Deposits:
Noninterest-bearing$3,628,169 $3,670,267 $(42,098)(1.1)%
Interest-bearing6,973,228 7,098,310 (125,082)(1.8)%
Total deposits$10,601,397 $10,768,577 $(167,180)(1.6)%
Securities sold under agreements to repurchase$234,597 $270,139 $(35,542)(13.2)%
Subordinated notes, net of unamortized issuance costs221,835 182,773 39,062 21.4 %
Junior subordinated debt owed to unconsolidated trusts 71,765 71,635 130 0.2 %
Total liabilities$11,390,800 $11,540,577 $(149,777)(1.3)%
Stockholders’ Equity$1,106,588 $1,319,112 $(212,524)(16.1)%
Portfolio Loans
We believe that making sound and profitable loans is a necessary and desirable means of employing funds available for investment. First Busey maintains lending policies and procedures designed to focus lending efforts on the types, locations, and duration of loans most appropriate for its business model and markets. While not specifically limited, we attempt to focus our lending on short to intermediate-term (0-10 years) loans in geographic areas within 125 miles of our lending offices. Loans originated outside of these areas are generally to existing customers of Busey Bank. We attempt to utilize government-assisted lending programs, such as the SBA and U.S. Department of Agriculture lending programs, when prudent. Generally, loans are collateralized by assets, primarily real estate, and guaranteed by individuals. Loans are expected to be repaid primarily from cash flows of the borrowers or from proceeds from the sale of selected assets of the borrowers.
Management reviews and approves Busey Bank’s lending policies and procedures on a regular basis. Management routinely (at least quarterly) reviews the ACL in conjunction with reports related to loan production, loan quality, concentrations of credit, loan delinquencies, non-performing loans, and potential problem loans. Our underwriting standards are designed to encourage relationship banking rather than transactional banking. Relationship banking implies a primary banking relationship with the borrower that includes, at a minimum, an active deposit banking relationship in addition to the lending relationship. Significant underwriting factors, in addition to location, duration, a sound and profitable cash flow basis, and the borrower’s character, include the quality of the borrower’s financial history, the liquidity of the underlying collateral, and the reliability of the valuation of the underlying collateral.
The Company maintains a well-diversified loan portfolio and, as a matter of policy and practice, limits concentration exposure in any particular loan segment.
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At no time is a borrower’s total borrowing relationship permitted to exceed Busey Bank’s regulatory lending limit. We generally limit such relationships to amounts substantially less than the regulatory limit. Loans to related parties, including executive officers and directors of First Busey and its subsidiaries, are reviewed for compliance with regulatory guidelines.
First Busey maintains an independent loan review department that reviews loans for compliance with our loan policy on a periodic basis. In addition, the loan review department reviews risk assessments made by our credit department, lenders, and loan committees. Results of these reviews are presented to management and the audit committee at least quarterly.
Busey Bank’s lending activities can be summarized into five primary areas: commercial loans, commercial real estate loans, real estate construction loans, retail real estate loans, and retail other loans. A description of each of the lending areas can be found in the Company’s 2021 Annual Report. A significant majority of our portfolio lending activity occurs in the Illinois and Missouri markets, with the remainder in the Florida and Indiana markets.
Geographic distributions of portfolio loans, based on originations, by category were as follows (dollars in thousands):
September 30, 2022
IllinoisMissouriFloridaIndianaTotal
Portfolio loans
Commercial$1,371,973 $475,655 $47,527 $50,738 $1,945,893 
Commercial real estate2,211,923 680,607 202,927 183,227 3,278,684 
Real estate construction290,248 135,102 41,062 33,148 499,560 
Retail real estate1,240,568 210,693 121,881 69,957 1,643,099 
Retail other297,772 2,177 1,699 1,230 302,878 
Total portfolio loans$5,412,484 $1,504,234 $415,096 $338,300 $7,670,114 
ACL(90,722)
Portfolio loans, net of ACL$7,579,392 
December 31, 2021
IllinoisMissouriFloridaIndianaTotal
Portfolio loans
Commercial$1,372,584 $463,085 $55,180 $53,037 $1,943,886 
Commercial real estate2,063,681 691,969 191,303 172,854 3,119,807 
Real estate construction199,471 120,785 31,265 34,475 385,996 
Retail real estate1,124,486 235,083 96,563 56,844 1,512,976 
Retail other219,000 3,684 2,181 1,468 226,333 
Total portfolio loans$4,979,222 $1,514,606 $376,492 $318,678 $7,188,998 
ACL(87,887)
Portfolio loans, net of ACL$7,101,111 
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Changes in portfolio loan balances were as follows (dollars in thousands):
As of
September 30,
2022		December 31,
2021		Change% Change
Portfolio loans
Commercial loans:
Commercial$1,945,893$1,943,886$2,007 0.1 %
Commercial real estate3,278,6843,119,807158,8775.1%
Real estate construction499,560385,996113,56429.4%
Commercial loan balances5,724,1375,449,689274,4485.0%
Retail loans:
Retail real estate1,643,0991,512,976130,1238.6%
Retail other302,878226,33376,54533.8%
Retail loan balances1,945,9771,739,309206,66811.9%
Total portfolio loans7,670,1147,188,998481,1166.7%
ACL(90,722)(87,887)(2,835)3.2 %
Portfolio loans, net of ACL$7,579,392$7,101,111$478,2816.7%
Excluding the amortized cost of PPP loans, changes in commercial loan balances were as follows:
As of
September 30,
2022		December 31,
2021		Change% Change
Commercial loan balances$5,724,137 $5,449,689 $274,4485.0%
PPP loans amortized cost(1,426)(74,958)73,532(98.1)%
Commercial loan balances, excluding PPP loans$5,722,711$5,374,731$347,9806.5%
As of September 30, 2022, the Company has experienced its sixth consecutive quarter of strong core loan3 growth. As has been our practice, we remain steadfast in our disciplined underwriting.
Allowance and Provision for Credit Losses
The ACL is a significant estimate in our unaudited consolidated financial statements, affecting both earnings and capital. The methodology adopted influences, and is influenced by, Busey Bank’s overall credit risk management processes. The ACL is recorded in accordance with GAAP to provide an adequate reserve for expected credit losses that is reflective of management’s best estimate of what is expected to be collected. All estimates of credit losses should be based on a careful consideration of all significant factors affecting the collectability as of the evaluation date. The ACL is established through the provision for credit loss expense charged to income.
Provision for credit loss expenses increased for the three months ended September 30, 2022, due to a provision expense of $2.4 million, compared to a provision release of $1.9 million for the same period in 2021. Provision expense increased for the nine months ended September 30, 2022, due to a provision expense of $3.8 million, compared to a provision release of $10.4 million for the same period in 2021. Releases in 2021 reflect a normalization of the reserve balances following a build-up at the onset of the COVID-19.
3 Core loans is a non-GAAP financial measure. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
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The relationship between our portfolio loan balances and our ACL is summarized as follows, as of each of the dates indicated (dollars in thousands):
As of
September 30,
2022		June 30,
2022		March 31,
2022		December 31,
2021		September 30,
2021
Portfolio loans[a]$7,670,114$7,497,778$7,272,873$7,188,998$7,150,635
Non-GAAP adjustments:
PPP loans amortized cost(1,426)(7,616)(31,769)(74,958)(178,231)
Core loans1
[b]$7,668,688 $7,490,162 $7,241,104 $7,114,040 $6,972,404 
ACL[c]$90,722$88,757$88,213$87,887$92,802
Ratios
ACL to portfolio loans[c÷a]1.18%1.18%1.21%1.22%1.30%
ACL to core loans1
[c÷b]1.18%1.18%1.22%1.24%1.33%
1.Core loans is a non-GAAP financial measure. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
As of September 30, 2022, management believed the level of the ACL to be appropriate based upon the information available. However, additional losses may be identified in our loan portfolio as new information is obtained. The ongoing impacts of CECL will be dependent upon changes in economic conditions and forecasts, originated and acquired loan portfolio composition, credit performance trends, portfolio duration, and other factors.
Non-performing Loans and Non-performing Assets
Loans are considered past due if the required principal or interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory guidelines. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Typically, loans are secured by collateral. When a loan is classified as non-accrual and determined to be collateral dependent, it is appropriately reserved or charged down through the ACL to the fair value of our interest in the underlying collateral less estimated costs to sell. Our loan portfolio is collateralized primarily by real estate.
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The following table sets forth information concerning non-performing loans and performing restructured loans, as of each of the dates indicated (dollars in thousands):
As of
September 30,
2022		June 30,
2022		March 31,
2022		December 31,
2021		September 30,
2021
Portfolio loans[a]$7,670,114 $7,497,778 $7,272,873 $7,188,998 $7,150,635 
Non-GAAP adjustments:
PPP loans amortized cost(1,426)(7,616)(31,769)(74,958)(178,231)
Core loans1
[b]$7,668,688 $7,490,162 $7,241,104 $7,114,040 $6,972,404 
Loans 30 – 89 days past due$6,307 $5,157 $3,916 $6,261 $6,446 
Total assets[c]12,497,388 12,356,433 12,567,509 12,859,689 12,899,330 
Non-performing assets
Non-performing loans:
Non-accrual loans[d]15,425 15,840 12,488 15,946 25,369 
Loans 90+ days past due and still accruing1,229 1,654 197 906 491 
Total non-performing loans[e]16,654 17,494 12,685 16,852 25,860 
OREO and other repossessed assets[f]1,219 1,429 3,606 4,416 3,184 
Total non-performing assets[g]$17,873 $18,923 $16,291 $21,268 $29,044 
Substandard (excludes 90+ days past due)84,148 84,411 79,962 70,565 51,740 
Classified assets[h]$102,021 $103,334 $96,253 $91,833 $80,784 
Performing TDRs (includes 30 – 89 days past due)$1,940 $2,029 $1,771 $1,801 $2,083 
ACL[i]$90,722 $88,757 $88,213 $87,887 $92,802 
Bank Tier 1 Capital[j]$1,288,945 $1,265,418 $1,247,370 $1,241,303 $1,238,060 
Ratios
ACL to non-accrual loans[i÷d]588.15 %560.33 %706.38 %551.15 %365.81 %
ACL to non-performing loans[i÷e]544.75 %507.36 %695.41 %521.52 %358.86 %
ACL to non-performing assets[i÷g]507.59 %469.04 %541.48 %413.24 %319.52 %
Non-accrual loans to portfolio loans[d÷a]0.20 %0.21 %0.17 %0.22 %0.35 %
Non-performing loans to portfolio loans[e÷a]0.22 %0.23 %0.17 %0.23 %0.36 %
Non-performing loans to core loans1
[e÷b]0.22 %0.23 %0.18 %0.24 %0.37 %
Non-performing assets to total assets[g÷c]0.14 %0.15 %0.13 %0.17 %0.23 %
Non-performing assets to portfolio loans and OREO[g÷(a+f)]0.23 %0.25 %0.22 %0.30 %0.41 %
Classified assets to Bank Tier 1 Capital and ACL[h÷(i+j)]7.39 %7.63 %7.21 %6.91 %6.07 %
1.Core loans is a non-GAAP financial measure. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
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Asset quality remains strong by both historical as well as present-day industry standards. Non-performing loan balances decreased by 1.2% to $16.7 million as of September 30, 2022, compared with $16.9 million as of December 31, 2021. Continued disciplined credit management resulted in non-performing loans as a percentage of portfolio loans of 0.22% as of September 30, 2022, and 0.23% as of December 31, 2021.
Asset quality metrics remain dependent upon market-specific economic conditions, which may fluctuate from period to period. If economic conditions were to deteriorate, we would expect the credit quality of our loan portfolio to decline and loan defaults to increase.
Potential Problem Loans
Potential problem loans are loans classified as substandard which are not individually evaluated, restructured, non-accrual, or 90+ days past due, but where current information indicates that the borrower may not be able to comply with loan repayment terms. Management assesses the potential for loss on such loans and considers the effect of any potential loss in determining its provision for expected credit losses. Potential problem loans increased to $83.7 million as of September 30, 2022, compared to $70.5 million as of December 31, 2021. Management continues to monitor these credits and anticipates that restructurings, guarantees, additional collateral, or other planned actions will result in full repayment of the debts. As of September 30, 2022, management identified no other loans that represent or result from trends or uncertainties which would be expected to materially impact future operating results, liquidity, or capital resources.
COVID-19 Modifications
To alleviate some of the financial hardships faced as a result of COVID-19, the Company offered a Financial Relief Program to qualifying customers. The program included options for short-term loan payment deferrals and certain fee waivers. As of September 30, 2022, the Company had no loans remaining on full payment deferral, 8 commercial loans on interest-only payment deferral representing $20.6 million in loans, and one payment deferred retail loan representing $0.1 million in loans. In comparison, the Company had 32 commercial loans on interest-only payment deferral representing $128.7 million in loans, and two payment deferred retail loans representing $0.1 million as of December 31, 2021. As these deferrals expire, the Company will continue to monitor credits for potential problem loans.
Deposits
Total deposits decreased by 1.6% to $10.6 billion as of September 30, 2022, compared to $10.8 billion as of December 31, 2021. We focus on deepening our relationships with customers to foster core deposit4 growth, allowing us to reduce our reliance on wholesale funding. Core deposits include non-brokered transaction accounts, money market deposit accounts, and time deposits of $250,000 or less. Fluctuations in deposit balances can be attributed to the retention of PPP loan funding in customer deposit accounts, the impacts of fiscal stimulus, inflation and related economic effects on our customers, as well as typical seasonality aspects within our portfolio.
LIQUIDITY
Liquidity management is the process by which we ensure that adequate liquid funds are available to meet the present and future cash flow obligations arising in the daily operations of our business. These financial obligations consist of needs for funds to meet commitments to borrowers for extensions of credit, fund capital expenditures, honor withdrawals by customers, pay dividends to stockholders, and pay operating expenses. Our most liquid assets are cash and due from banks, interest-bearing bank deposits, and federal funds sold. Balances of these assets are dependent on our operating, investing, lending, and financing activities during any given period.
4 Core deposits is a non-GAAP financial measure. For a reconciliation of non-GAAP measures to the most directly comparable GAAP financial measures, see “Item 2. Management’s Discussion and Analysis—Non-GAAP Financial Information” included in this Quarterly Report.
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First Busey’s primary sources of funds consist of deposits, investment maturities and sales, loan principal repayments, and capital funds. Additional liquidity is provided by the ability to borrow from the FHLB, the Federal Reserve, First Busey’s revolving credit facility, or to utilize brokered deposits, as summarized in the table below (dollars in thousands):
As of
September 30,
2022		December 31,
2021
Additional borrowing capacity available from:
FHLB$1,824,424$1,536,019
Federal Reserve752,733624,627
Revolving credit facility40,00040,000
Additional borrowing capacity$2,617,157$2,200,646
As of September 30, 2022, management believed that adequate liquidity existed to meet all projected cash flow obligations. We seek to achieve a satisfactory degree of liquidity by actively managing both assets and liabilities. Asset management guides the proportion of liquid assets to total assets, while liability management monitors future funding requirements and prices liabilities accordingly.
OFF-BALANCE-SHEET ARRANGEMENTS
Busey Bank routinely enters into commitments to extend credit and standby letters of credit in the normal course of business to meet the financing needs of its customers. We had outstanding loan commitments and standby letters of credit of $2.1 billion as of both September 30, 2022, and December 31, 2021. The balance of commitments to extend credit represents future cash requirements and some of these commitments may expire without being drawn upon. We anticipate we will have sufficient funds available to meet current loan commitments, including loan applications received and in process prior to the issuance of firm commitments.
As of September 30, 2022, our reserve for unfunded commitments was $7.1 million, compared to $6.5 million as of December 31, 2021. We recorded a $0.3 million release of the provision for unfunded commitments for the three months ended September 30, 2022, compared with a provision release of $1.0 million for the same period in 2021. We recorded $0.5 million of expenses for the provision for unfunded commitments for the nine months ended September 30, 2022, compared to provision releases totaling $1.1 million for the same period in 2021.
CAPITAL RESOURCES
Our capital ratios are in excess of those required to be considered “well-capitalized” pursuant to applicable regulatory guidelines. The Federal Reserve Board uses capital adequacy guidelines in its examination and regulation of bank holding companies and their subsidiary banks. Risk-based capital ratios are established by allocating assets and certain off-balance-sheet commitments into risk-weighted categories. These balances are then multiplied by the factor appropriate for that risk-weighted category. In order to refrain from restrictions on dividends, equity repurchases, and discretionary bonus payments, banking institutions must maintain capital in excess of regulatory minimum capital requirements. The table below presents minimum capital ratios that include the capital conservation buffer in comparison to the capital ratios for First Busey and Busey Bank as of September 30, 2022:
Minimum Capital Requirements with
Capital Buffer		As of September 30, 2022
First Busey
Corporation		Busey
Bank
Common Equity Tier 1 Capital to Risk Weighted Assets7.00 %11.79 %14.45 %
Tier 1 Capital to Risk Weighted Assets8.50 %12.62 %14.45 %
Total Capital to Risk Weighted Assets10.50 %15.98 %15.31 %
Leverage Ratio of Tier 1 Capital to Average Assets6.50 %9.15 %10.47 %
For further discussion of capital resources and requirements, see “Note 7: Regulatory Capital.”
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NON-GAAP FINANCIAL INFORMATION
This Quarterly Report contains certain financial information determined by methods other than GAAP. Management uses these non-GAAP measures, together with the related GAAP measures, in analysis of the Company’s performance and in making business decisions, as well as for comparison to the Company’s peers. The Company believes the adjusted measures are useful for investors and management to understand the effects of certain non-recurring noninterest items and provide additional perspective on the Company’s performance over time.
A reconciliation of non-GAAP financial measures to what management believes to be the most directly comparable GAAP financial measures—specifically, net interest income, total noninterest income, net security gains and losses, and total noninterest expense in the case of pre-provision net revenue, adjusted pre-provision net revenue, pre-provision net revenue to average assets, and adjusted pre-provision net revenue to average assets; net income in the case of adjusted net income, adjusted diluted earnings per share, adjusted return on average assets, return on average tangible common equity, and adjusted return on average tangible common equity; net interest income in the case of adjusted net interest income and adjusted net interest margin; net interest income, total noninterest income, and total noninterest expense in the case of adjusted noninterest expense, adjusted core expense, efficiency ratio, adjusted efficiency ratio, and adjusted core efficiency ratio; total stockholders’ equity in the case of tangible book value per common share; total assets and total stockholders’ equity in the case of tangible common equity and tangible common equity to tangible assets; portfolio loans in the case of core loans and core loans to portfolio loans; total deposits in the case of core deposits and core deposits to total deposits; and portfolio loans and total deposits in the case of core loans to core deposits—appears below.
These non-GAAP disclosures have inherent limitations and are not audited. They should not be considered in isolation or as a substitute for operating results reported in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Tax effected numbers included in these non-GAAP disclosures are based on estimated statutory rates or effective rates as appropriate.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)

Pre-Provision Net Revenue, Adjusted Pre-Provision Net Revenue,
Pre-Provision Net Revenue to Average Assets, and Adjusted Pre-Provision Net Revenue to Average Assets
(dollars in thousands)
Three Months EndedNine Months Ended
September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021
PRE-PROVISION NET REVENUE 
Net interest income$86,305$70,755$232,289$200,190
Total noninterest income30,93333,25997,72497,715
Net security (gains) losses(4)(57)2,324(2,596)
Total noninterest expense(70,736)(73,487)(210,204)(190,611)
Pre-provision net revenue46,49830,470122,133104,698
Non-GAAP adjustments:
Acquisition and other restructuring expenses9578,6772,09511,710
Provision for unfunded commitments(320)(978)525(1,068)
Amortization of New Markets Tax Credits1,6651,2404,6684,308
Adjusted pre-provision net revenue$48,800$39,409$129,421$119,648
Pre-provision net revenue, annualized[a]$184,476$120,886$163,291$139,981
Adjusted pre-provision net revenue, annualized[b]193,609156,351173,035159,969
Average total assets[c]12,531,85612,697,79512,547,81611,571,270
Reported: Pre-provision net revenue to average assets1
[a÷c]1.47%0.95%1.30%1.21%
Adjusted: Pre-provision net revenue to average assets1
[b÷c]1.54%1.23%1.38%1.38%
1.Annualized measure.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)
Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Return on Average Assets,
Return on Average Tangible Common Equity, and Adjusted Return on Average Tangible Common Equity
(dollars in thousands, except per share amounts)
Three Months EndedNine Months Ended
September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021
NET INCOME ADJUSTED FOR NON-OPERATING ITEMS
Net income[a]$35,661 $25,941 $93,924 $93,523 
Non-GAAP adjustments:
Acquisition expenses:
Salaries, wages, and employee benefits— 4,462 587 5,587 
Data processing— 3,182 214 3,557 
Loss on leases or fixed asset impairment— — — — 
Professional fees, occupancy, and other4 776 242 2,309 
Other restructuring expenses:
Salaries, wages, and employee benefits— 257 — 257 
Data processing— — — — 
Loss on leases or fixed asset impairment877 — 976 — 
Professional fees, occupancy, and other76 — 76 — 
MSR valuation impairment— — — — 
Related tax benefit(183)(1,773)(399)(2,402)
TJCA related adjustment$— $— $— $— 
Adjusted net income[b]$36,435 $32,845 $95,620 $102,831 
DILUTED EARNINGS PER SHARE
Diluted average common shares outstanding[c]56,073,16456,832,51856,123,75655,872,835
Reported: Diluted earnings per share
[a÷c]$0.64 $0.46 $1.67 $1.67 
Adjusted: Diluted earnings per share
[b÷c]$0.65 $0.58 $1.70 $1.84 
RETURN ON AVERAGE ASSETS
Net income, annualized[d]$141,481 $102,918 $125,576 $125,040 
Adjusted net income, annualized[e]144,552 130,309 127,844 137,485 
Average total assets[f]12,531,856 12,697,795 12,547,816 11,571,270 
Reported: Return on average assets1
[d÷f]1.13 %0.81 %1.00 %1.08 %
Adjusted: Return on average assets1
[e÷f]1.15 %1.03 %1.02 %1.19 %
RETURN ON AVERAGE TANGIBLE COMMON EQUITY
Average common equity$1,181,448 $1,351,416 $1,219,645 $1,323,571 
Average goodwill and other intangible assets, net(368,981)(380,885)(371,873)(370,829)
Average tangible common equity[g]$812,467 $970,531 $847,772 $952,742 
Reported: Return on average tangible common equity1
[d÷g]17.41 %10.60 %14.81 %13.12 %
Adjusted: Return on average tangible common equity1
[e÷g]17.79 %13.43 %15.08 %14.43 %
1.Annualized measure.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)
Adjusted Net Interest Income and Adjusted Net Interest Margin
(dollars in thousands)
Three Months EndedNine Months Ended
September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021
Net interest income$86,305 $70,755 $232,289 $200,190 
Non-GAAP adjustments:
Tax-equivalent adjustment543 598 1,635 1,778 
Tax-equivalent net interest income86,848 71,353 233,924 201,968 
Purchase accounting accretion related to business combinations(830)(1,799)(2,588)(5,682)
Adjusted net interest income$86,018 $69,554 $231,336 $196,286 
Tax-equivalent net interest income, annualized[a]$344,560 $283,085 $312,756 $270,030 
Adjusted net interest income, annualized[b]341,267 275,948 309,295 262,434 
Average interest-earning assets[c]11,497,783 11,730,637 11,550,887 10,651,386 
Reported: Net interest margin1
[a÷c]3.00 %2.41 %2.71 %2.54 %
Adjusted: Net interest margin1
[b÷c]2.97 %2.35 %2.68 %2.46 %
1.Annualized measure.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)
Adjusted Noninterest Expense, Adjusted Core Expense,
Efficiency Ratio, Adjusted Efficiency Ratio, and Adjusted Core Efficiency Ratio
(dollars in thousands)
Three Months EndedNine Months Ended
September 30,
2022		September 30,
2021		September 30,
2022		September 30,
2021
Net interest income$86,305 $70,755 $232,289 $200,190 
Non-GAAP adjustments:
Tax-equivalent adjustment543 598 1,635 1,778 
Tax-equivalent net interest income86,848 71,353 233,924 201,968 
Total noninterest income30,933 33,259 97,724 97,715 
Non-GAAP adjustments:
Net security (gains) losses(4)(57)2,324 (2,596)
Noninterest income excluding net securities gains and losses30,929 33,202 100,048 95,119 
Tax-equivalent net interest income plus noninterest income excluding net securities gains and losses[a]$117,777 $104,555 $333,972 $297,087 
Total noninterest expense70,736 73,487 210,204 190,611 
Non-GAAP adjustments:
Amortization of intangible assets[b](2,871)(3,149)(8,833)(8,200)
Non-interest expense excluding amortization of intangible assets[c]67,865 70,338 201,371 182,411 
Non-operating adjustments:
Salaries, wages, and employee benefits— (4,719)(587)(5,844)
Data processing— (3,182)(214)(3,557)
Impairment, professional fees, occupancy, and other(957)(776)(1,294)(2,309)
Adjusted noninterest expense[f]66,908 61,661 199,276 170,701 
Provision for unfunded commitments320 978 (525)1,068 
Amortization of New Markets Tax Credits(1,665)(1,240)(4,668)(4,308)
Adjusted core expense[g]$65,563 $61,399 $194,083 $167,461 
Noninterest expense, excluding non-operating adjustments[f-b]69,779 64,810 208,109 178,901 
Reported: Efficiency ratio
[c÷a]57.62 %67.27 %60.30 %61.40 %
Adjusted: Efficiency ratio
[f÷a]56.81 %58.97 %59.67 %57.46 %
Adjusted: Core efficiency ratio
[g÷a]55.67 %58.72 %58.11 %56.37 %
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)
Tangible Book Value Per Common Share
(dollars in thousands, except per share amounts)
As of
September 30,
2022		December 31,
2021
Total stockholders' equity$1,106,588$1,319,112
Goodwill and other intangible assets, net(367,091)(375,924)
Tangible book value[a]$739,497$943,188
Ending number of common shares outstanding[b]55,23255,435
Tangible book value per common share[a÷b]$13.39$17.01
Tangible Common Equity and Tangible Common Equity to Tangible Assets
(dollars in thousands)
As of
September 30,
2022		December 31,
2021
Total assets$12,497,388$12,859,689
Non-GAAP adjustments:
Goodwill and other intangible assets, net(367,091)(375,924)
Tax effect of other intangible assets1
9,36916,254
Tangible assets[a]$12,139,666$12,500,019
Total stockholders' equity$1,106,588$1,319,112
Non-GAAP adjustments:
Goodwill and other intangible assets, net(367,091)(375,924)
Tax effect of other intangible assets1
9,36916,254
Tangible common equity[b]$748,866$959,442
Tangible common equity to tangible assets2
[b÷a]6.17%7.68%
1.Net of estimated deferred tax liability.
2.Tax-effected measure.
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (unaudited)
Core Loans, Core Loans to Portfolio Loans,
Core Deposits, Core Deposits to Total Deposits, and Core Loans to Core Deposits
(dollars in thousands)
As of
September 30,
2022		December 31,
2021
Portfolio loans[a]$7,670,114$7,188,998
Non-GAAP adjustments:
PPP loans amortized cost(1,426)(74,958)
Loans acquired in business combinations, prior to integration——
Core loans[b]$7,668,688 $7,114,040 
Total deposits[c]10,601,397 10,768,577 
Non-GAAP adjustments:
Brokered transaction accounts(2,006)(2,248)
Time deposits of $250,000 or more(103,534)(137,449)
Deposits acquired in business combinations, prior to integration——
Core deposits[d]$10,495,857 $10,628,880 
RATIOS
Core loans to portfolio loans[b÷a]99.98%98.96%
Core deposits to total deposits[d÷c]99.00%98.70%
Core loans to core deposits[b÷d]73.06%66.93%
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FORWARD-LOOKING STATEMENTS
Statements made in this document, other than those concerning historical financial information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to First Busey’s financial condition, results of operations, plans, objectives, future performance, and business. Forward-looking statements, which may be based upon beliefs, expectations, and assumptions of the Company’s management, and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and we undertake no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond our ability to control or predict, could cause actual results to differ materially from those in our forward-looking statements. These factors include, among others, the following: (i) the strength of the local, state, national, and international economy (including effects of inflationary pressures and supply chain constraints); (ii) the economic impact of any future terrorist threats or attacks, widespread disease or pandemics (including the COVID-19 pandemic), or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine); (iii) changes in state and federal laws, regulations, and governmental policies concerning First Busey’s general business; (iv) changes in interest rates and prepayment rates of First Busey’s assets (including the impact of the LIBOR phase-out) (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or associates; (viii) changes in consumer spending; (ix) unexpected results of current and/or future acquisitions, which may include failure to realize the anticipated benefits of any acquisition and the possibility that transaction costs may be greater than anticipated; (x) unexpected outcomes of existing or new litigation involving First Busey; (xi) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, and blizzards; and (xii) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning First Busey and our business, including additional factors that could materially affect our financial results, is included in our filings with the SEC.
CRITICAL ACCOUNTING ESTIMATES
First Busey has established various accounting policies that govern the application of GAAP in the preparation of its unaudited consolidated financial statements. Significant accounting policies are described in “Note 1. Significant Accounting Policies” of the Company’s 2021 Annual Report.
Critical accounting estimates are those that are critical to the portrayal and understanding of First Busey’s financial condition and results of operations and require management to make assumptions that are difficult, subjective, or complex. These estimates involve judgments, assumptions, and uncertainties that are susceptible to change. In the event that different assumptions or conditions were to prevail, and depending on the severity of such changes, the possibility of a materially different financial condition or materially different results of operations is a reasonable likelihood. Further, changes in accounting standards could impact our critical accounting estimates. Management has reviewed these critical accounting estimates and related disclosures with our Audit Committee. The following accounting policies could be deemed critical:
Fair Value of Debt Securities Available for Sale
The fair values of debt securities available for sale are measurements from an independent pricing service and are based on observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the security’s terms and conditions, among other things. The use of different judgments and estimates to determine the fair value of securities could result in a different fair value estimate.
Realized securities gains or losses are reported in the unaudited Consolidated Statements of Income. The cost of securities sold is based on the specific identification method.
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A debt security available for sale is impaired if the fair value of the security declines below its amortized cost basis. To determine the appropriate accounting, we must first determine if we intend to sell the security or if it is more likely than not that we will be required to sell the security before the fair value increases to at least the amortized cost basis. If either of those selling events is expected, we will write down the amortized cost basis of the security to its fair value. This is achieved by writing off any previously recorded ACL balance related to the debt security, if applicable, and recognizing any incremental impairment through earnings. If we do not intend to sell the security, nor believe it more likely than not that we will be required to sell the security before the fair value recovers to the amortized cost basis, we must determine whether any of the decline in fair value has resulted from a credit loss, or if it is entirely the result of noncredit factors.
We consider the following factors in assessing whether the decline is due to a credit loss:
•Extent to which the fair value is less than the amortized cost basis;
•Adverse conditions specifically related to the security, an industry, or a geographic area (for example, changes in the financial condition of the issuer of the security, or in the case of an asset-backed debt security, in the financial condition of the underlying loan obligors);
•Payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future;
•Failure of the issuer of the security to make scheduled interest or principal payments; and
•Any changes to the rating of the security by a rating agency.
Impairment related to a credit loss must be measured using the discounted cash flow method. Credit loss recognition is limited to the fair value of the security. The impairment is recognized by establishing an ACL balance for the debt security through the provision for credit losses. Impairment related to noncredit factors is recognized in AOCI, net of applicable taxes.
Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations
Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method of accounting, assets acquired and liabilities assumed are recorded at their estimated fair value on the date of acquisition. Fair values are determined based on the definition of “fair value” defined in ASC Topic 820 “Fair Value Measurement” as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”
The fair value of a loan portfolio acquired in a business combination generally requires greater levels of management estimates and judgment than other assets acquired or liabilities assumed. Acquired loans are in the scope of ASC Topic 326 “Financial Instruments—Credit Losses.” However, the offset to record the ACL on acquired loans at the date of acquisition depends on whether or not the loan is classified as PCD. The ACL for PCD loans is recorded through a gross-up effect, while the ACL for acquired non-PCD loans is recorded through provision expense, consistent with originated loans. Thus, the determination of which loans are PCD and non-PCD can have a significant effect on the accounting for these loans.
Goodwill
Goodwill represents the excess of purchase price over the fair value of net assets acquired using the acquisition method of accounting. Determining the fair value often involves estimates based on third-party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques. Goodwill is not amortized. Instead, we assess the potential for impairment on an annual basis or more frequently if events and circumstances indicate that goodwill might be impaired.
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Income Taxes
First Busey estimates income tax expense based on amounts expected to be owed to federal and state tax jurisdictions. Estimated income tax expense is reported in the unaudited Consolidated Statements of Income. Accrued and deferred taxes, as reported in other assets or other liabilities in the unaudited Consolidated Balance Sheets, represent the net estimated amount due to or to be received from taxing jurisdictions either currently or in the future. Management judgment is involved in estimating accrued and deferred taxes, as it may be necessary to evaluate the risks and merits of the tax treatment of transactions, filing positions, and taxable income calculations after considering tax-related statutes, regulations, and other relevant factors. Because of the complexity of tax laws and interpretations, interpretation is subject to judgment.
Allowance for Credit Losses
First Busey calculates the ACL at each reporting date. We recognize an allowance for the lifetime expected credit losses for the amount the Company does not expect to collect. Measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported book value. The calculation also contemplates that First Busey may not be able to make or obtain such forecasts for the entire life of the financial assets and requires a reversion to historical credit loss information.
In determining the ACL, management relies predominantly on a disciplined credit review and approval process that extends to the full range of First Busey’s credit exposure. The ACL must be determined on a collective (pool) basis when similar risk characteristics exist. On a case-by-case basis, we may conclude a loan should be evaluated on an individual basis based on disparate risk characteristics.
Loans deemed uncollectible are charged against and reduce the ACL. A provision for credit losses is charged to current expense and acts to replenish the ACL in order to maintain the ACL at a level that management deems adequate. Determining the ACL involves significant judgments and assumptions by management. Because of the nature of the judgments and assumptions made by management, actual results may differ from these judgments and assumptions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of changes in asset values due to movements in underlying market rates and prices. Interest rate risk is a type of market risk to earnings and capital arising from movements in interest rates. Interest rate risk is the most significant market risk affecting First Busey as other types of market risk, such as foreign currency exchange rate risk and commodity price risk, have minimal impact or do not arise in the normal course of First Busey’s business activities.
First Busey has an asset-liability committee, whose policy is to meet at least quarterly, to review current market conditions and to structure the Consolidated Balance Sheets to optimize stability in net interest income in consideration of projected future changes in interest rates.
As interest rate changes do not impact all categories of assets and liabilities equally or simultaneously, the asset-liability committee primarily relies on balance sheet and income simulation analysis to determine the potential impact of changes in market interest rates on net interest income. In these standard simulation models, the balance sheet is projected over a one-year and a two-year time horizon and net interest income is calculated under current market rates and assuming permanent instantaneous shifts of +/-100, +/-200 and +/-300 basis points. As of December 31, 2021, a downward adjustment in federal fund rates was not meaningful due to the low interest rate environment at that time. The model assumes immediate and sustained shifts in the federal funds rate and other market rate indices and corresponding shifts in other non-market rate indices based on their historical changes relative to changes in the federal funds rate and other market indices. Assets and liabilities are assumed to remain constant as of the measurement date; variable-rate assets and liabilities are repriced based on repricing frequency; and prepayment speeds on loans are projected for both declining and rising rate environments.
The interest rate risk of First Busey as a result of immediate and sustained changes in interest rates, expressed as a change in net interest income as a percentage of the net interest income calculated in the constant base model, was as follows:
Year-One: Basis Point Changes
-300-200- 100+100+200+300
September 30, 2022(22.39)%(13.99)%(5.83)%4.60%9.17%13.76%
December 31, 2021NMNMNM8.77%17.19%25.64%
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Year-Two: Basis Point Changes
-300-200- 100+100+200+300
September 30, 2022(27.75)%(17.09)%(7.21)%5.52%11.12%16.78%
December 31, 2021NMNMNM9.51%18.22%26.84%
Interest rate risk is monitored and managed within approved policy limits and any temporary exceptions to policy in periods of rapid rate movement are approved and documented. The calculation of potential effects of hypothetical interest rate changes is based on numerous assumptions and should not be relied upon as indicative of actual results. Actual results would likely differ from simulated results due to the timing, magnitude, and frequency of interest rate changes as well as changes in market conditions and management strategies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, was carried out as of September 30, 2022, under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer, and several other members of our senior management. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2022, our disclosure controls and procedures were effective in ensuring that the information we are required to disclose in the reports we file or submit under the Exchange Act was (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2022, no change occurred in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As part of the ordinary course of business, First Busey and its subsidiaries are parties to litigation that is incidental to their regular business activities.
There is no material pending litigation, other than ordinary routine litigation incidental to its business, in which First Busey or any of its subsidiaries is involved or of which any of their property is the subject. Furthermore, there is no pending legal proceeding that is adverse to First Busey in which any director, officer, or affiliate of First Busey, or any associate of any such director or officer, is a party, or has a material interest.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors disclosed in Part I—Item 1A of First Busey’s 2021 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On February 3, 2015, First Busey’s board of directors authorized the Company to repurchase up to an aggregate of 666,667 shares of its common stock. The repurchase plan has no expiration date. On May 22, 2019, First Busey’s board of directors approved an amendment to increase the authorized shares under the repurchase program by 1,000,000 shares, and on February 5, 2020, First Busey’s board of directors approved another amendment to increase the authorized shares under the repurchase program by an additional 2,000,000 shares. During the third quarter of 2022, the Company purchased 130,000 shares under the plan. As of September 30, 2022, the Company had 147,210 shares that may still be purchased under the plan.
PeriodTotal Number of Shares PurchasedWeighted Average Price Paid per Common ShareNumber of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
July 1-31, 2022106,000$23.58106,000171,210
August 1-31, 202224,000$24.5024,000147,210
September 1-30, 2022—$——147,210
Three months ended September 30, 2022130,000$23.75130,000
Nine months ended September 30, 2022388,614$25.50388,614
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
Exhibit
Number		Description of ExhibitFiled
Herewith
31.1
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)
X
31.2
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a)
X
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, from First Busey’s Chief Executive Officer
X
32.2
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, from First Busey’s Chief Financial Officer
X
101.INSiXBRL Instance Document
101.SCHiXBRL Taxonomy Extension Schema
101.CALiXBRL Taxonomy Extension Calculation Linkbase
101.LABiXBRL Taxonomy Extension Label Linkbase
101.PREiXBRL Taxonomy Extension Presentation Linkbase
101.DEFiXBRL Taxonomy Extension Definition Linkbase
104.0Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 3, 2022
FIRST BUSEY CORPORATION
(Registrant)
By:/s/ VAN A. DUKEMAN
Van A. Dukeman
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
By:/s/ JEFFREY D. JONES
Jeffrey D. Jones
Chief Financial Officer
(Principal Financial Officer)
By:/s/ LYNETTE M. STRODE
Lynette M. Strode
Principal Accounting Officer
89

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