SEC Filing | First Busey Corporation

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended 9/30/2015

o Transition 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)

Nevada		37-1078406
(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)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company 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 x

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 6, 2015
Common Stock, $.001 par value		28,692,713

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FIRST BUSEY CORPORATION and Subsidiaries

CONSOLIDATED BALANCE SHEETS

September 30, 2015 and December 31, 2014

(Unaudited)

	September 30, 2015			December 31, 2014
	(dollars in thousands)
Assets
Cash and due from banks (interest-bearing 2015 $87,902; 2014 $243,769)	$	175,145		$	339,438
Securities available for sale, at fair value	902,766			759,065
Securities held to maturity, at amortized cost	49,812			2,373
Loans held for sale	15,694			10,400
Loans (net of allowance for loan losses 2015 $47,212; 2014 $47,453)	2,518,108			2,357,837
Premises and equipment, net	63,880			63,974
Goodwill	25,510			20,686
Other intangible assets, net	8,240			6,687
Cash surrender value of bank owned life insurance	42,739			41,470
Deferred tax asset, net	19,385			22,173
Other assets	42,286			41,504
Total assets	$	3,863,565		$	3,665,607
Liabilities and Stockholders’ Equity
Liabilities
Deposits:
Noninterest-bearing	$	677,791		$	666,607
Interest-bearing	2,432,739			2,234,241
Total deposits	$	3,110,530		$	2,900,848

Securities sold under agreements to repurchase	176,961			198,893
Long-term debt	50,000			50,000
Junior subordinated debt owed to unconsolidated trusts	55,000			55,000
Other liabilities	26,846			27,227
Total liabilities	$	3,419,337		$	3,231,968
Stockholders’ Equity
Series C Preferred stock, $.001 par value, 72,664 shares authorized, issued and outstanding, $1,000.00 liquidation value per share	$	72,664		$	72,664
Common stock, $.001 par value, authorized 66,666,667 shares; shares issued — 29,427,738	29			29
Additional paid-in capital	590,648			593,746
Accumulated deficit	(195,832		)	(210,384		)
Accumulated other comprehensive income	6,826			5,817
Total stockholders’ equity before treasury stock	$	474,335		$	461,872

Common stock shares held in treasury at cost, 2015 735,025; 2014 475,441	(30,107		)	(28,233		)
Total stockholders’ equity	$	444,228		$	433,639
Total liabilities and stockholders’ equity	$	3,863,565		$	3,665,607

Common shares outstanding at period end	28,692,713			28,953,603

See accompanying notes to unaudited consolidated financial statements.

FIRST BUSEY CORPORATION and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	2015			2014
	(dollars in thousands, except per share amounts)
Interest income:
Interest and fees on loans	$	73,851		$	68,523
Interest and dividends on investment securities:
Taxable interest income	10,588			9,423
Non-taxable interest income	2,464			2,472
Total interest income	$	86,903		$	80,418
Interest expense:
Deposits	$	3,624		$	3,928
Securities sold under agreements to repurchase	132			114
Short-term borrowings	—			1
Long-term debt	31			1
Junior subordinated debt owed to unconsolidated trusts	900			885
Total interest expense	$	4,687		$	4,929
Net interest income	$	82,216		$	75,489
Provision for loan losses	600			2,000
Net interest income after provision for loan losses	$	81,616		$	73,489
Other income:
Trust fees	$	15,385		$	14,879
Commissions and brokers’ fees, net	2,402			2,023
Remittance processing	8,372			7,120
Service charges on deposit accounts	9,292			8,981
Other service charges and fees	4,883			4,681
Gain on sales of loans	4,843			3,554
Security (losses) gains, net	(21		)	40
Other	3,321			2,924
Total other income	$	48,477		$	44,202
Other expense:
Salaries and wages	$	41,181		$	37,418
Employee benefits	7,215			7,542
Net occupancy expense of premises	6,496			6,384
Furniture and equipment expense	3,793			3,607
Data processing	9,843			8,099
Amortization of intangible assets	2,384			2,181
Regulatory expense	1,813			1,559
Other	14,217			12,949
Total other expense	$	86,942		$	79,739
Income before income taxes	$	43,151		$	37,952
Income taxes	14,828			12,771
Net income	$	28,323		$	25,181
Preferred stock dividends	545			545
Net income available to common stockholders	$	27,778		$	24,636
Basic earnings per common share	$	0.96		$	0.85
Diluted earnings per common share	$	0.95		$	0.85
Dividends declared per share of common stock	$	0.45		$	0.42

See accompanying notes to unaudited consolidated financial statements.

FIRST BUSEY CORPORATION and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended September 30, 2015 and 2014

(Unaudited)

	2015		2014
	(dollars in thousands, except per share amounts)
Interest income:
Interest and fees on loans	$	25,099	$	23,553
Interest and dividends on investment securities:
Taxable interest income	3,791		3,148
Non-taxable interest income	840		810
Total interest income	$	29,730	$	27,511
Interest expense:
Deposits	$	1,175	$	1,260
Securities sold under agreements to repurchase	44		40
Short-term borrowings	—		1
Long-term debt	10		1
Junior subordinated debt owed to unconsolidated trusts	306		298
Total interest expense	$	1,535	$	1,600
Net interest income	$	28,195	$	25,911
Provision for loan losses	100		—
Net interest income after provision for loan losses	$	28,095	$	25,911
Other income:
Trust fees	$	4,542	$	4,182
Commissions and brokers’ fees, net	799		676
Remittance processing	2,897		2,394
Service charges on deposit accounts	3,312		3,175
Other service charges and fees	1,614		1,575
Gain on sales of loans	1,549		1,339
Other	1,176		863
Total other income	$	15,889	$	14,204
Other expense:
Salaries and wages	$	13,365	$	12,591
Employee benefits	2,352		2,263
Net occupancy expense of premises	2,090		2,086
Furniture and equipment expense	1,319		1,250
Data processing	3,082		2,600
Amortization of intangible assets	807		701
Regulatory expense	610		503
Other	4,325		4,304
Total other expense	$	27,950	$	26,298
Income before income taxes	$	16,034	$	13,817
Income taxes	5,408		4,708
Net income	$	10,626	$	9,109
Preferred stock dividends	182		182
Net income available to common stockholders	$	10,444	$	8,927
Basic earnings per common share	$	0.36	$	0.31
Diluted earnings per common share	$	0.36	$	0.31
Dividends declared per share of common stock	$	0.15	$	0.15

See accompanying notes to unaudited consolidated financial statements.

FIRST BUSEY CORPORATION and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2015		2014			2015		2014
	(dollars in thousands)
Net income	$	10,626	$	9,109		$	28,323	$	25,181
Other comprehensive income (loss), before tax:
Securities available for sale:
Unrealized net gains (losses) on securities:
Unrealized net holding gains (losses) arising during period	$	2,512	$	(2,980	)	$	1,661	$	2,099
Reclassification adjustment for losses (gains) included in net income	—		—			21		(40		)
Other comprehensive income (loss), before tax	$	2,512	$	(2,980	)	$	1,682	$	2,059
Income tax expense (benefit) related to items of other comprehensive income	1,005		(1,227		)	673		848
Other comprehensive income (loss), net of tax	$	1,507	$	(1,753	)	$	1,009	$	1,211
Comprehensive income	$	12,133	$	7,356		$	29,332	$	26,392

See accompanying notes to unaudited consolidated financial statements.

FIRST BUSEY CORPORATION and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

(dollars in thousands, except per share amounts)

											Accumulated
					Additional						Other
	Preferred		Common		Paid-in			Accumulated			Comprehensive		Treasury
	Stock		Stock		Capital			Deficit			Income		Stock			Total
Balance, December 31, 2013	$	72,664	$	29	$	593,203		$	(225,722	)	$	4,456	$	(29,266	)	$	415,364

Net income	—		—		—			25,181			—		—			25,181
Other comprehensive income	—		—		—			—			1,211		—			1,211
Issuance of treasury stock for employee stock purchase plan	—		—		(376		)	—			—		533			157
Net issuance of treasury stock for restricted stock unit vesting and related tax benefit	—		—		(229		)	—			—		208			(21		)
Cash dividends common stock at $0.42 per share	—		—		—			(12,154		)	—		—			(12,154		)
Stock dividend equivalents restricted stock units at $0.42 per share	—		—		146			(146		)	—		—			—
Stock-based employee compensation	—		—		835			—			—		—			835
Preferred stock dividends	—		—		—			(545		)	—		—			(545		)

Balance, September 30, 2014	$	72,664	$	29	$	593,579		$	(213,386	)	$	5,667	$	(28,525	)	$	430,028

Balance, December 31, 2014	$	72,664	$	29	$	593,746		$	(210,384	)	$	5,817	$	(28,233	)	$	433,639

Net income	—		—		—			28,323			—		—			28,323
Other comprehensive income	—		—		—			—			1,009		—			1,009
Issuance of treasury stock for employee stock purchase plan	—		—		(495		)	—			—		745			250
Net issuance of treasury stock for restricted stock unit vesting and related tax benefit	—		—		(3,784		)	—			—		3,643			(141		)
Issuance of treasury stock	—		—		—			—			—		34			34
Cash dividends common stock at $0.45 per share	—		—		—			(13,041		)	—		—			(13,041		)
Stock dividend equivalents restricted stock units at $0.45 per share	—		—		185			(185		)	—		—			—
Stock-based employee compensation	—		—		1,001			—			—		—			1,001
Preferred stock dividends	—		—		—			(545		)	—		—			(545		)
Purchase of treasury stock													(6,296		)	(6,296		)
Cash paid in lieu of fractional shares in reverse stock split	—		—		(5		)	—			—		—			(5		)

Balance, September 30, 2015	$	72,664	$	29	$	590,648		$	(195,832	)	$	6,826	$	(30,107	)	$	444,228

See accompanying notes to unaudited consolidated financial statements.

FIRST BUSEY CORPORATION and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	2015			2014
	(dollars in thousands)
Cash Flows from Operating Activities
Net income	$	28,323		$	25,181
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based and non-cash compensation	1,001			835
Depreciation	4,267			4,238
Amortization of intangible assets	2,384			2,181
Provision for loan losses	600			2,000
Provision for deferred income taxes	(1,986		)	11,999
Amortization of security premiums and discounts, net	6,336			5,525
Accretion of premiums and discounts on loans, net	(1,222		)	—
Net security losses (gains)	21			(40		)
Gain on sales of loans	(4,843		)	(3,554		)
Net loss on disposition of premises and equipment	145			4
Premises and equipment impairment	670			—
Increase in cash surrender value of bank owned life insurance	(1,090		)	(436		)
Change in assets and liabilities:
Decrease (increase) in other assets	2,028			(2,427		)
Decrease in other liabilities	(2,937		)	(4,209		)
Decrease in interest payable	(98		)	(146		)
Decrease (increase) in income taxes receivable	3,742			(426		)
Net cash provided by operating activities before activities for loans originated for sale	$	37,341		$	40,725

Loans originated for sale	(228,307		)	(164,570		)
Proceeds from sales of loans	229,604			169,874
Net cash provided by operating activities	$	38,638		$	46,029

Cash Flows from Investing Activities
Proceeds from sales of securities classified available for sale	15,302			65,906
Proceeds from maturities of securities classified available for sale	152,165			137,943
Proceeds from maturities of securities classified held to maturity	408			6
Purchase of securities classified available for sale	(235,905		)	(169,560		)
Purchase of securities classified held to maturity	(16,025		)	(1,026		)
Net increase in loans	(54,656		)	(89,514		)
Proceeds from disposition of premises and equipment	311			8
Proceeds from sale of other real estate owned (“OREO”) properties	927			2,655
Purchases of premises and equipment	(3,265		)	(2,792		)
Net cash received in acquisitions	12,114			—
Net cash used in investing activities	$	(128,624	)	$	(56,374	)

(continued on next page)

FIRST BUSEY CORPORATION and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

For the Nine Months Ended September 30, 2015 and 2014

(Unaudited)

	2015			2014
	(dollars in thousands)
Cash Flows from Financing Activities
Net decrease in certificates of deposit	$	(66,625	)	$	(65,691	)
Net increase in demand, money market and savings deposits	34,406			21,947
Cash dividends paid	(13,586		)	(12,699		)
Value of shares surrendered upon vesting of restricted stock units to cover tax obligations	(269		)	(25		)
Proceeds from long-term debt	—			30,000
Net decrease in securities sold under agreements to repurchase	(21,932		)	(15,066		)
Cash payment for fractional shares related to reverse stock split	(5		)	—
Purchase of treasury stock	(6,296		)	—
Net cash used in financing activities	$	(74,307	)	$	(41,534	)
Net decrease in cash and due from banks	$	(164,293	)	$	(51,879	)
Cash and due from banks, beginning	$	339,438		$	231,603
Cash and due from banks, ending	$	175,145		$	179,724

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash payments for:
Interest	$	4,751	$	5,075
Income taxes	$	9,570	$	2,686
Non-cash investing and financing activities:
Other real estate acquired in settlement of loans	$	399	$	596

See accompanying notes to unaudited consolidated financial statements.

FIRST BUSEY CORPORATION and Subsidiaries

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Basis of Presentation

The accompanying unaudited consolidated interim financial statements of First Busey Corporation (“First Busey” or the “Company”), a Nevada corporation, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Quarterly Reports on Form 10-Q and do not include certain information and footnote disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete annual financial statements. Accordingly, these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

On May 20, 2015, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved a resolution to authorize the board of directors to implement a reverse stock split of the Company’s common stock at a ratio of one-for-three (the “Reverse Stock Split”). On August 17, 2015, the board of directors authorized the Reverse Stock Split, which became effective on September 8, 2015. All share and per share information has been restated for all prior periods presented in this Quarterly Report on Form 10-Q to give retroactive effect to the Reverse Stock Split.

The accompanying Consolidated Balance Sheet as of December 31, 2014, which has been derived from audited financial statements, and the unaudited consolidated interim financial statements have been prepared in accordance with GAAP and reflect all adjustments that are, in the opinion of management, necessary for the fair presentation of the financial position and results of operations as of the dates and for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. Certain prior-year amounts have been reclassified to conform to the current presentation with no effect on net income or stockholders’ equity.

In preparing the accompanying consolidated financial statements, the Company’s management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. 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 investment securities, the determination of the allowance for loan losses, and the valuation allowance on the deferred tax asset.

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date the consolidated financial statements included in this Quarterly Report on Form 10-Q were issued. There were no significant subsequent events for the quarter ended September 30, 2015 through the issuance date of these consolidated financial statements that warranted adjustment to or disclosure in the consolidated financial statements.

Note 2: Acquisitions

On January 8, 2015, First Busey acquired Herget Financial Corp. (“Herget Financial”), headquartered in Pekin, Illinois and its wholly owned bank subsidiary, Herget Bank, National Association (“Herget Bank”). First Busey operated Herget Bank as a separate banking subsidiary from January 9, 2015 until March 13, 2015, when it was merged with and into Busey Bank, the Company’s wholly owned bank subsidiary. At that time, Herget Bank’s three branches in Pekin, Illinois became branches of Busey Bank. The operating results of Herget Financial are included with the Company’s results of operations since the date of acquisition.

The acquisition of Herget Financial allowed First Busey to further increase its presence in the Pekin and greater Peoria market. Additionally, Herget Financial held a dominant deposit market position in its community and offered trust, estate and asset management services, as well as competitive commercial loan and mortgage offerings, all of which complement First Busey’s offerings. First Busey acquired 100% of Herget Financial’s outstanding common stock for aggregate cash consideration of $34.1 million, which was funded through internal sources. Each holder of Herget Financial common stock received $588.00 per share in cash.

Expenses related to the acquisition of Herget Financial for the three months ended September 30, 2015 were insignificant. During the nine months ended September 30, 2015, expenses related to the acquisition of Herget Financial totaled $1.0 million. Additionally, during 2014, First Busey incurred $0.4 million of acquisition expenses related to this transaction. The expenses were comprised primarily of system conversion, restructuring, legal, consulting, regulatory and marketing costs, all of which are reported as a component of other expense in the accompanying unaudited consolidated interim financial statements.

This transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed, and consideration exchanged were recorded at estimated fair values on the date of acquisition. Fair values are subject to refinement for up to one year after the closing date of January 8, 2015 as additional information regarding the closing date fair values becomes available; however, the Company does not expect any adjustments will be necessary.

The following table provides an assessment of Herget Financial’s assets purchased and liabilities assumed (dollars in thousands):

Cash and due from banks	$	46,214
Securities	111,760
Loans held for sale	1,933
Loans	105,207
Premises and equipment	2,034
Goodwill	4,824
Other intangible assets	3,937
Other assets	2,931
Deposits	241,901
Other liabilities	2,839

The loans acquired in this transaction were recorded at fair value with no carryover of any existing allowance for loan losses. Loans that were not deemed to be credit impaired at acquisition were accounted for under Financial Accounting Standards Board (“FASB”) ASC 310-20, Receivables-Nonrefundable Fees and Other Costs and were subsequently considered as part of the Company’s determination for the adequacy of the allowance for loan losses. Purchased credit-impaired (“PCI”) loans, loans with evidence of credit quality deterioration, were accounted for under FASB ASC 310-30, Receivables — Loans and Debt Securities Acquired with Deteriorated Credit Quality. The fair value of the acquired performing loans totaled $103.7 million and the fair value of the PCI loans totaled $1.5 million. The other intangible assets acquired in this transaction will be amortized using an accelerated method over 10 years.

Note 3: Recent Accounting Pronouncements

Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 outlines a single model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract and will also require additional disclosures. The new authoritative guidance was originally effective for reporting periods after December 15, 2016. In August 2015, ASU 2015-14, “Revenue from Contracts with Customers (Topic 606)” was issued to delay the effective date of ASU 2014-09 by one year. The Company is evaluating the impact this guidance will have on its consolidated financial statements and related disclosures.

ASU 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments (Topic 805): Business Combinations.” ASU 2015-16 replaces the requirement that an acquirer in a business combination account for measurement period adjustments retrospectively with a requirement that an acquirer recognize adjustments to the provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The guidance is to be applied prospectively to adjustments to provisional amounts that occur after the effective date of the guidance, with earlier application permitted for financial statements that have not been issued. The guidance is not expected to have a significant impact on the Company’s financial statements.

Note 4: Securities

Securities are classified as held to maturity when First Busey has the ability and management has the intent to hold those securities to maturity. Accordingly, they are stated at cost, adjusted for amortization of premiums and accretion of discounts. Securities are classified as available for sale when First Busey may decide to sell those securities due to changes in market interest rates, liquidity needs, changes in yields on alternative investments, and for other reasons. They are carried at fair value with unrealized gains and losses, net of taxes, reported in other comprehensive income.

The amortized cost, unrealized gains and losses and fair values of securities classified as available for sale and held to maturity are summarized as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(dollars in thousands)
September 30, 2015:
Available for sale
U.S. Treasury securities	$	65,062	$	701	$	—		$	65,763
Obligations of U.S. government corporations and agencies	149,620		813		—			150,433
Obligations of states and political subdivisions	189,953		2,801		(157		)	192,597
Residential mortgage-backed securities	322,919		5,930		(17		)	328,832
Corporate debt securities	152,456		763		(318		)	152,901
Total debt securities	880,010		11,008		(492		)	890,526
Mutual funds and other equity securities	11,373		867		—			12,240
Total	$	891,383	$	11,875	$	(492	)	$	902,766

Held to maturity
Obligations of states and political subdivisions	$	48,810	$	457	$	(29	)	$	49,238
Commercial mortgage-backed securities	1,002		48		—			1,050
Total	$	49,812	$	505	$	(29	)	$	50,288

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
	(dollars in thousands)
December 31, 2014:
Available for sale
U.S. Treasury securities	$	50,280	$	328	$	(2	)	$	50,606
Obligations of U.S. government corporations and agencies	166,207		981		(178		)	167,010
Obligations of states and political subdivisions	218,250		2,672		(761		)	220,161
Residential mortgage-backed securities	230,596		5,062		(22		)	235,636
Corporate debt securities	79,087		296		(76		)	79,307
Total debt securities	744,420		9,339		(1,039		)	752,720
Mutual funds and other equity securities	4,944		1,401		—			6,345
Total	$	749,364	$	10,740	$	(1,039	)	$	759,065

Held to maturity
Obligations of states and political subdivisions	$	1,359	$	15	$	(3	)	$	1,371
Commercial mortgage-backed securities	1,014		40		—			1,054
Total	$	2,373	$	55	$	(3	)	$	2,425

The amortized cost and fair value of debt securities available for sale and held to maturity as of September 30, 2015, by contractual maturity, are shown below. Mutual funds and other equity securities do not have stated maturity dates and therefore are not included in the following maturity summary. Mortgages underlying the residential mortgage-backed securities may be called or prepaid without penalties; therefore, actual maturities could differ from the contractual maturities. All residential mortgage-backed securities were issued by U.S. government agencies and corporations.

	Available for sale				Held to maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(dollars in thousands)
Due in one year or less	$	107,516	$	107,924	$	1,053	$	1,055
Due after one year through five years	417,157		420,229		13,845		13,955
Due after five years through ten years	112,909		116,344		27,764		28,056
Due after ten years	242,428		246,029		7,150		7,222
Total	$	880,010	$	890,526	$	49,812	$	50,288

Realized gains and losses related to sales of securities available for sale are summarized as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015			2014
	(dollars in thousands)
Gross security gains	$	—	$	—	$	1		$	57
Gross security (losses)	—		—		(22		)	(17		)
Net security (losses) gains	$	—	$	—	$	(21	)	$	40

The tax provision for the net realized gains and losses was insignificant for the three and nine months ended September 30, 2015 and 2014.

Investment securities with carrying amounts of $606.8 million and $536.2 million on September 30, 2015 and December 31, 2014, respectively, were pledged as collateral for public deposits, securities sold under agreements to repurchase and for other purposes as required or permitted by law.

Information pertaining to securities with gross unrealized losses at September 30, 2015 and December 31, 2014 aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:

	Continuous unrealized losses existing for less than 12 months, gross					Continuous unrealized losses existing for greater than 12 months, gross					Total, gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(dollars in thousands)
September 30, 2015:
Available for sale
Obligations of states and political subdivisions	$	8,613	$	(53	)	$	11,478	$	(104	)	$	20,091	$	(157	)
Residential mortgage-backed Securities	6,412		(17		)	—		—			6,412		(17		)
Corporate debt securities	62,014		(318		)	—		—			62,014		(318		)
Total temporarily impaired Securities	$	77,039	$	(388	)	$	11,478	$	(104	)	$	88,517	$	(492	)

Held to maturity
Obligations of states and political subdivisions	$	5,188	$	(29	)	$	—	$	—		$	5,188	$	(29	)
Total temporarily impaired Securities	$	5,188	$	(29	)	$	—	$	—		$	5,188	$	(29	)

	Continuous unrealized losses existing for less than 12 months, gross					Continuous unrealized losses existing for greater than 12 months, gross					Total, gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(dollars in thousands)
December 31, 2014:
Available for sale
U.S. Treasury securities	$	—	$	—		$	366	$	(2	)	$	366	$	(2	)
Obligations of U.S. government corporations and agencies	—		—			25,118		(178		)	25,118		(178		)
Obligations of states and political subdivisions	40,385		(140		)	40,201		(621		)	80,586		(761		)
Residential mortgage-backed Securities	10,630		(22		)	—		—			10,630		(22		)
Corporate debt securities	16,400		(72		)	213		(4		)	16,613		(76		)
Total temporarily impaired Securities	$	67,415	$	(234	)	$	65,898	$	(805	)	$	133,313	$	(1,039	)

Held to maturity
Obligations of states and political subdivisions	$	534	$	(3	)	$	—	$	—		$	534	$	(3	)
Total temporarily impaired Securities	$	534	$	(3	)	$	—	$	—		$	534	$	(3	)

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and whether the Company has the intent to sell the security and it is more-likely-than-not it will have to sell the security before recovery of its cost basis.

The total number of securities in the investment portfolio in an unrealized loss position as of September 30, 2015 was 87, and represented a loss of 0.6% of the aggregate carrying value. Based upon a review of unrealized loss circumstances, the unrealized losses resulted from changes in market interest rates and liquidity, not from changes in the probability of receiving the contractual cash flows. The Company does not intend to sell the securities and it is more-likely-than-not that the Company will recover the amortized cost prior to being required to sell the securities. Full collection of the amounts due according to the contractual terms of the securities is expected; therefore, the Company does not consider these investments to be other-than-temporarily impaired at September 30, 2015.

The Company had available for sale obligations of state and political subdivisions with a fair value of $192.6 million and $220.2 million as of September 30, 2015 and December 31, 2014, respectively. In addition, the Company had held to maturity obligations of state and political subdivisions with a fair value of $49.2 million and $1.4 million at September 30, 2015 and December 31, 2014, respectively.

As of September 30, 2015, the fair value of the Company’s obligations of state and political subdivisions portfolio was comprised of $206.2 million of general obligation bonds and $35.6 million of revenue bonds issued by 292 issuers, primarily consisting of states, counties, cities, towns, villages and school districts. The Company held investments in general obligation bonds in 30 states (including the District of Columbia), including seven states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 17 states, including two states where the aggregate fair value exceeded $5.0 million.

As of December 31, 2014, the Company’s obligations of state and political subdivisions portfolio was composed of $183.7 million of general obligation bonds and $37.9 million of revenue bonds issued by 220 issuers, primarily consisting of states, counties, cities, towns, villages and school districts. The Company held investments in general obligation bonds in 23 states (including the District of Columbia), including seven states in which the aggregate fair value exceeded $5.0 million. The Company held investments in revenue bonds in 15 states, including two states where the aggregate fair value exceeded $5.0 million.

The amortized cost and fair values of the Company’s portfolio of general obligation bonds are summarized in the following tables by the issuers’ state:

September 30, 2015:

						Average Exposure
	Number of	Amortized		Fair		Per Issuer
U.S. State	Issuers	Cost		Value		(Fair Value)
	(dollars in thousands)
Illinois	88	$	71,965	$	73,122	$	831
Wisconsin	38	32,955		33,304		876
Michigan	39	29,111		29,600		759
Pennsylvania	10	12,815		12,908		1,291
Ohio	10	10,995		11,055		1,105
Texas	18	12,179		12,279		682
Iowa	3	5,551		5,617		1,872
Other	49	27,775		28,362		579
Total general obligations bonds	255	$	203,346	$	206,247	$	809

December 31, 2014:

						Average Exposure
	Number of	Amortized		Fair		Per Issuer
U.S. State	Issuers	Cost		Value		(Fair Value)
	(dollars in thousands)
Illinois	63	$	59,979	$	61,058	$	969
Wisconsin	39	36,165		36,365		932
Michigan	33	30,400		30,739		931
Pennsylvania	10	12,756		12,761		1,276
Ohio	8	9,954		9,922		1,240
Texas	7	7,364		7,313		1,045
Iowa	3	6,116		6,142		2,047
Other	24	18,862		19,370		807
Total general obligations bonds	187	$	181,596	$	183,670	$	982

The general obligation bonds are diversified across many issuers, with $3.4 million being the largest exposure to a single issuer at September 30, 2015 and December 31, 2014. Accordingly, as of September 30, 2015 and December 31, 2014, the Company did not hold general obligation bonds of any single issuer, the aggregate book or market value of which exceeded 10% of the Company’s stockholders’ equity. Of the general obligation bonds in the Company’s portfolio, 97.5% had been rated by at least one nationally recognized statistical rating organization and 2.5% were unrated, based on the fair value as of September 30, 2015. Of the general obligation bonds in the Company’s portfolio, 97.1% had been rated by at least one nationally recognized statistical rating organization and 2.9% were unrated, based on the fair value as of December 31, 2014.

The amortized cost and fair values of the Company’s portfolio of revenue bonds are summarized in the following tables by the issuers’ state:

September 30, 2015:

						Average Exposure
	Number of	Amortized		Fair		Per Issuer
U.S. State	Issuers	Cost		Value		(Fair Value)
	(dollars in thousands)
Illinois	7	$	8,908	$	8,925	$	1,275
Indiana	9	10,194		10,255		1,139
Other	21	16,315		16,408		781
Total revenue bonds	37	$	35,417	$	35,588	$	962

December 31, 2014:

						Average Exposure
	Number of	Amortized		Fair		Per Issuer
U.S. State	Issuers	Cost		Value		(Fair Value)
	(dollars in thousands)
Illinois	4	$	6,772	$	6,708	$	1,677
Indiana	8	12,520		12,469		1,559
Other	21	18,721		18,685		890
Total revenue bonds	33	$	38,013	$	37,862	$	1,147

The revenue bonds are diversified across many issuers and revenue sources with $3.0 million being the largest exposure to a single issuer at each of September 30, 2015 and December 31, 2014. Accordingly, as of September 30, 2015 and December 31, 2014, the Company did not hold revenue bonds of any single issuer, the aggregate book or market value of which exceeded 10% of the Company’s stockholders’ equity. All of the revenue bonds in the Company’s portfolio had been rated by at least one nationally recognized statistical rating organization as of September 30, 2015 and December 31, 2014. Some of the primary types of revenue bonds owned in the Company’s portfolio include: primary education or government building lease rentals secured by ad valorem taxes, utility systems secured by utility system net revenues, housing authorities secured by mortgage loans or principal receipts on mortgage loans, secondary education secured by student fees/tuitions, and pooled issuances (i.e. bond bank) consisting of multiple underlying municipal obligors.

Substantially all of the Company’s obligations of state and political subdivision securities are owned by Busey Bank, whose investment policy requires that state and political subdivision securities purchased be investment grade. Busey Bank’s investment policy also limits the amount of rated state and political subdivision securities to an aggregate 100% of the Bank’s Total Risk Based Capital at the time of purchase and an aggregate 15% of Total Risk Based Capital for unrated state and political subdivision securities issued by municipalities having taxing authority or located in counties/micropolitan statistical areas/metropolitan statistical areas in which an office of Busey Bank is located. The investment policy states fixed income investments that are not Office of the Comptroller of the Currency Type 1 securities (U.S. Treasuries, agencies, municipal government general obligation and, for well-capitalized institutions, most municipal revenue bonds) should be analyzed prior to acquisition to determine that (1) the security has low risk of default by the obligor, and (2) the full and timely repayment of principal and interest is expected over the expected life of the investment. All securities in Busey Bank’s obligations of state and political subdivision securities portfolio are subject to ongoing review. Factors that may be considered as part of ongoing monitoring of state and political subdivision securities include credit rating changes by nationally recognized statistical rating organizations, market valuations, third-party municipal credit analysis, which may include indicative information regarding the issuer’s capacity to pay, market and economic data and such other factors as are available and relevant to the security or the issuer such as its budgetary position and sources, strength and stability of taxes and/or other revenue.

As of September 30, 2015, the Company’s regular monitoring of its obligations of state and political subdivisions portfolio had not uncovered any facts or circumstances resulting in significantly different credit ratings than those assigned by a nationally recognized statistical rating organization.

Note 5: Loans

Geographic distributions of loans were as follows:

	September 30, 2015
	Illinois		Florida		Indiana		Total
	(dollars in thousands)
Commercial	$	574,073	$	17,001	$	30,221	$	621,295
Commercial real estate	881,925		171,686		131,079		1,184,690
Real estate construction	53,869		14,472		35,527		103,868
Retail real estate	537,283		105,771		11,720		654,774
Retail other	15,434		953		—		16,387
Total	$	2,062,584	$	309,883	$	208,547	$	2,581,014

Less held for sale(1)							15,694
							$	2,565,320
Less allowance for loan losses							47,212
Net loans							$	2,518,108

(1)Loans held for sale are included in retail real estate.

	December 31, 2014
	Illinois		Florida		Indiana		Total
	(dollars in thousands)

Commercial	$	554,779	$	16,739	$	30,242	$	601,760
Commercial real estate	811,034		171,243		121,874		1,104,151
Real estate construction	60,994		17,950		28,110		107,054
Retail real estate	473,171		106,658		12,644		592,473
Retail other	9,690		562		—		10,252
Total	$	1,909,668	$	313,152	$	192,870	$	2,415,690

Less held for sale(1)							10,400
							$	2,405,290
Less allowance for loan losses							47,453
Net loans							$	2,357,837

(1) Loans held for sale are included in retail real estate.

Net deferred loan origination costs included in the tables above were $0.8 million as of September 30, 2015 and $0.6 million as of December 31, 2014. Gross loans increased to $2.58 billion at September 30, 2015 from $2.41 billion at December 31, 2014 as a result of organic growth and the addition of loans obtained as part of the Herget Financial acquisition.

The Company believes that making sound loans is a necessary and desirable means of employing funds available for investment. Recognizing the Company’s obligations to its stockholders, depositors, and to the communities it serves, authorized personnel are expected to seek to develop and make sound, profitable loans that resources permit and that opportunity affords. The Company 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, the Company attempts to focus its lending on short to intermediate-term (0-7 years) loans in geographies within 125 miles of its lending offices. The Company attempts to utilize government-assisted lending programs, such as the Small Business Administration and United States Department of Agriculture lending programs, when prudent. Generally, loans are collateralized by assets, primarily real estate, of the borrowers and guaranteed by individuals. The 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 the Company’s lending policies and procedures on a routine basis. Management routinely (at least quarterly) reviews the Company’s allowance for loan losses and reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. The Company’s 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. The integrity and character of the borrower are significant factors in the Company’s loan underwriting. As a part of underwriting, tangible positive or negative evidence of the borrower’s integrity and character are sought out. Additional significant underwriting factors beyond location, duration, a sound and profitable cash flow basis and the borrower’s character are the quality of the borrower’s financial history, the liquidity of the underlying collateral and the reliability of the valuation of the underlying collateral.

Total borrowing relationships, including direct and indirect debt, are generally limited to $20 million, which is significantly less than the Company’s regulatory lending limit. Borrowing relationships exceeding $20 million are reviewed by the Company’s board of directors at least annually and more frequently by management. At no time is a borrower’s total borrowing relationship permitted to exceed the Company’s regulatory lending limit. Loans to related parties, including executive officers and directors of the Company and its subsidiaries, are reviewed for compliance with regulatory guidelines by the Company’s board of directors at least annually.

The Company maintains an independent loan review department that reviews the loans for compliance with the Company’s loan policy on a periodic basis. In addition, the loan review department reviews the risk assessments made by the Company’s credit department, lenders and loan committees. Results of these reviews are presented to management and the audit committee at least quarterly.

The Company’s lending can be summarized into five primary areas: commercial loans, commercial real estate loans, real estate construction loans, retail real estate loans, and other retail loans. A description of each of the lending areas can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The significant majority of the lending activity occurs in the Company’s Illinois and Indiana markets, with the remainder in the Florida market. Due to the small scale of the Indiana loan portfolio and its geographical proximity to the Illinois portfolio, the Company believes that quantitative or qualitative segregation between Illinois and Indiana is not materially important or warranted.

The Company utilizes a loan grading scale to assign a risk grade to all of its loans. Loans are graded on a scale of 1 through 10 with grades 2, 4 & 5 unused. A description of the general characteristics of the grades is as follows:

· Grades 1, 3, 6- These grades include loans which are all considered strong credits, with grade 1 being investment or near investment grade. A grade 3 loan is comprised of borrowers that exhibit credit fundamentals that exceed industry standards and loan policy guidelines. A grade 6 loan is comprised of borrowers that exhibit acceptable credit fundamentals.

· Grade 7- This grade includes loans on management’s “Watch List” and is intended to be utilized on a temporary basis for a pass grade borrower where a significant risk-modifying action is anticipated in the near future.

· Grade 8- This grade 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.

· Grade 9- This grade includes “Substandard” loans, 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.

· Grade 10- This grade includes “Doubtful” 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 having a value that is difficult to determine.

All loans are graded at the inception of the loan. Most commercial lending relationships that are $1.0 million or less are processed through an expedited underwriting process. If the credit receives a pass grade it is aggregated into a homogenous pool of either: $0.35 million or less or $0.35 million to $1.0 million. These pools are monitored on a quarterly basis for the first year, semiannually in the second year and annually thereafter. Homogenous pool credits which are subsequently downgraded to a grading of 7 or worse are subject to the same portfolio review as loans over $1.0 million. All commercial loans greater than $1.0 million receive a portfolio review at least annually. Commercial loans greater than $1.0 million that have a grading of 8 or worse receive a portfolio review on a quarterly basis. Interim grade reviews may take place if circumstances of the borrower warrant a more timely review.

Loans in the highest grades, represented by grades 1, 3, 6 and 7, totaled $2.42 billion at September 30, 2015, compared to $2.28 billion at December 31, 2014. Loans in the lowest grades, represented by grades 8, 9 and 10, totaled $151.2 million at September 30, 2015, compared to $124.0 million at December 31, 2014.

The following table presents weighted average risk grades segregated by category of loans (excluding held for sale, loan accretion, non-posted and clearings) and geography:

	September 30, 2015
	Weighted Avg. Risk Grade	Grades 1,3,6		Grade 7		Grade 8		Grade 9		Grade 10
	(dollars in thousands)
Illinois/Indiana
Commercial	5.12	$	526,992	$	49,932	$	11,815	$	14,418	$	1,318
Commercial real estate	5.69	915,629		38,861		36,623		20,214		2,892
Real estate construction	6.45	57,152		22,384		8,458		1,085		373
Retail real estate	5.91	508,812		11,353		7,625		3,969		1,833
Retail other	6.10	14,414		167		571		—		136
Total Illinois/Indiana		$	2,022,999	$	122,697	$	65,092	$	39,686	$	6,552

Florida
Commercial	4.85	$	15,781	$	61	$	63	$	543	$	553
Commercial real estate	6.12	124,110		19,995		13,030		14,325		226
Real estate construction	6.19	13,392		—		569		502		9
Retail real estate	6.32	83,795		11,511		8,483		1,005		535
Retail other	6.01	948		—		5		—		—
Total Florida		$	238,026	$	31,567	$	22,150	$	16,375	$	1,323
Total		$	2,261,025	$	154,264	$	87,242	$	56,061	$	7,875

	December 31, 2014
	Weighted Avg. Risk Grade	Grades 1, 3, 6		Grade 7		Grade 8		Grade 9		Grade 10
	(dollars in thousands)
Illinois/Indiana
Commercial	4.80	$	542,796	$	27,032	$	8,549	$	5,498	$	1,146
Commercial real estate	5.67	819,708		64,975		25,719		19,821		2,685
Real estate construction	5.91	71,074		5,332		11,448		1,204		46
Retail real estate	3.46	453,560		10,478		4,569		3,179		1,414
Retail other	3.21	9,632		26		24		—		8
Total Illinois/Indiana		$	1,896,770	$	107,843	$	50,309	$	29,702	$	5,299

Florida
Commercial	5.40	$	13,455	$	105	$	78	$	1,459	$	1,642
Commercial real estate	6.00	123,807		25,520		6,002		15,404		510
Real estate construction	6.21	16,475		—		615		842		18
Retail real estate	4.09	82,185		11,686		9,601		1,031		1,531
Retail other	2.94	562		—		—		—		—
Total Florida		$	236,484	$	37,311	$	16,296	$	18,736	$	3,701
Total		$	2,133,254	$	145,154	$	66,605	$	48,438	$	9,000

Loans are considered past due if the required principal and 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 provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of the principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

An age analysis of past due loans still accruing and non-accrual loans is as follows:

	September 30, 2015
	Loans past due, still accruing						Non-accrual
	30-59 Days		60-89 Days		90+Days		Loans
	(dollars in thousands)
Illinois/Indiana
Commercial	$	68	$	277	$	76	$	1,318
Commercial real estate	—		107		—		2,892
Real estate construction	—		—		—		373
Retail real estate	1,743		52		82		1,833
Retail other	33		5		—		136
Total Illinois/Indiana	$	1,844	$	441	$	158	$	6,552

Florida
Commercial	$	75	$	—	$	—	$	553
Commercial real estate	—		—		—		226
Real estate construction	—		—		—		9
Retail real estate	151		—		—		535
Retail other	—		—		—		—
Total Florida	$	226	$	—	$	—	$	1,323
Total	$	2,070	$	441	$	158	$	7,875

	December 31, 2014
	Loans past due, still accruing						Non-accrual
	30-59 Days		60-89 Days		90+Days		Loans
	(dollars in thousands)
Illinois/Indiana
Commercial	$	15	$	105	$	—	$	1,146
Commercial real estate	1,068		—		10		2,685
Real estate construction	—		—		—		46
Retail real estate	488		128		—		1,414
Retail other	15		—		—		8
Total Illinois/Indiana	$	1,586	$	233	$	10	$	5,299

Florida
Commercial	$	—	$	—	$	—	$	1,642
Commercial real estate	—		—		—		510
Real estate construction	—		—		—		18
Retail real estate	—		—		—		1,531
Retail other	—		—		—		—
Total Florida	$	—	$	—	$	—	$	3,701
Total	$	1,586	$	233	$	10	$	9,000

A loan is impaired when, based on current information and events, it is probable the Company will be unable to collect scheduled principal and interest payments when due according to the terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The following loans are assessed for impairment by the Company: loans 60 days or more past due over $0.25 million, loans graded 8 over $0.35 million and loans graded 9 or 10.

Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. PCI loans are considered impaired. Large groups of smaller balance homogenous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures unless such loans are the subject of a restructuring agreement.

The gross interest income that would have been recorded in the three and nine months ended September 30, 2015 if impaired loans had been current in accordance with their original terms was $0.1 million and $0.3 million, 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 and nine months ended September 30, 2015.

The Company’s loan portfolio includes certain loans that have been modified in a troubled debt restructuring (“TDR”), where concessions have been granted to borrowers who have experienced financial difficulties. The Company will restructure loans for its customers who appear to be able to meet the terms of their loan over the long term, but who may be unable to meet the terms of the loan in the near term due to individual circumstances.

The Company considers the customer’s past performance, previous and current credit history, the individual circumstances surrounding the current difficulties and the customer’s plan to meet the terms of the loan in the future prior to restructuring the terms of the loan. Generally, all five primary areas of lending are restructured through short-term interest rate relief, short-term principal payment relief, short-term principal and interest payment relief or forbearance (debt forgiveness). Once a restructured loan has gone 90+ days past due or is placed on non-accrual status, it is included in the non-performing loan totals. A summary of restructured loans as of September 30, 2015 and December 31, 2014 is as follows:

	September 30, 2015		December 31, 2014
	(dollars in thousands)
Restructured loans:
In compliance with modified terms	$	8,784	$	11,866
30 – 89 days past due	61		—
Included in non-performing loans	1,340		1,126
Total	$	10,185	$	12,992

All TDRs are considered to be impaired for purposes of assessing the adequacy of the allowance for loan losses and for financial reporting purposes. When the Company modifies a loan in a TDR, it evaluates any possible impairment similar to other impaired loans based on present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. If the Company determines that the value of the TDR is less than the recorded investment in the loan, impairment is recognized through an allowance estimate in the period of the modification and in periods subsequent to the modification.

Performing loans classified as TDRs during the three months ended September 30, 2015 included one commercial modification in Illinois/Indiana for short-term principal payment relief, with a recorded investment of $0.2 million. Performing loans classified as TDRs during the nine months ended September 30, 2015 included one commercial modification in Illinois/Indiana for short-term principal payment relief, with a recorded investment of $0.2 million, one retail real estate modification in Illinois/Indiana for short-term interest rate relief, with a recorded investment of $0.1 million, two retail real estate modifications in Illinois/Indiana for short-term principal payment relief, with a recorded investment of $0.1 million and two retail real estate modifications in Florida for short-term principal payment relief, with a recorded investment of $0.3 million.

There were no performing loans classified as TDRs during the three months ended September 30, 2014. Performing loans classified as TDRs during the nine months ended September 30, 2014 were insignificant.

The gross interest income that would have been recorded in the three and nine months ended September 30, 2015 and 2014 if performing TDRs had been operating in accordance with their original terms instead of modified terms was insignificant.

There were no TDRs that were entered into during the last twelve months that subsequently were classified as non-performing and had payment defaults (a default occurs when a loan is 90 days or more past due or transferred to non-accrual) during the three months ended September 30, 2015. TDRs that were entered into during the last twelve months that subsequently were classified as non-performing and had payment defaults during the nine months ended September 30, 2015 consisted of one Illinois/Indiana commercial real estate modification totaling $0.4 million and one Florida commercial modification totaling $0.6 million.

There were no TDRs that were entered into during the prior twelve months that subsequently were classified as non-performing and had payment defaults during the three and nine months ended September 30, 2014.

The following tables provide details of impaired loans, segregated by category and geography. The unpaid contractual principal balance represents the recorded balance prior to any partial charge-offs. The recorded investment represents customer balances net of any partial charge-offs recognized on the loan. The average recorded investment is calculated using the most recent four quarters.

	September 30, 2015
	Unpaid Contractual Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(dollars in thousands)
Illinois/Indiana
Commercial	$	2,485	$	1,389	$	269	$	1,658	$	220	$	1,878
Commercial real estate	5,216		2,472		1,054		3,526		1,054		4,000
Real estate construction	1,016		340		33		373		33		420
Retail real estate	3,494		3,037		25		3,062		25		2,980
Retail other	136		136		—		136		—		208
Total Illinois/Indiana	$	12,347	$	7,374	$	1,381	$	8,755	$	1,332	$	9,486

Florida
Commercial	$	1,652	$	553	$	—	$	553	$	—	$	766
Commercial real estate	5,271		4,232		953		5,185		49		5,358
Real estate construction	579		510		—		510		—		552
Retail real estate	8,450		8,274		—		8,274		—		9,158
Retail other	6		—		6		6		6		7
Total Florida	$	15,958	$	13,569	$	959	$	14,528	$	55	$	15,841
Total	$	28,305	$	20,943	$	2,340	$	23,283	$	1,387	$	25,327

	December 31, 2014
	Unpaid Contractual Principal Balance		Recorded Investment with No Allowance		Recorded Investment with Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(dollars in thousands)
Illinois/Indiana
Commercial	$	2,944	$	1,376	$	741	$	2,117	$	595	$	2,479
Commercial real estate	4,007		1,140		2,854		3,994		1,975		5,473
Real estate construction	46		—		46		46		46		2,269
Retail real estate	2,794		2,403		25		2,428		25		3,061
Retail other	8		8		—		8		—		2
Total Illinois/Indiana	$	9,799	$	4,927	$	3,666	$	8,593	$	2,641	$	13,284

Florida
Commercial	$	2,742	$	1,642	$	—	$	1,642	$	—	$	330
Commercial real estate	5,775		4,414		1,274		5,688		370		5,032
Real estate construction	620		551		—		551		—		485
Retail real estate	11,181		9,755		350		10,105		150		9,532
Retail other	7		—		7		7		7		5
Total Florida	$	20,325	$	16,362	$	1,631	$	17,993	$	527	$	15,384
Total	$	30,124	$	21,289	$	5,297	$	26,586	$	3,168	$	28,668

Management’s opinion as to the ultimate collectability of loans is subject to 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.

Allowance for Loan Losses

The allowance for loan losses represents an estimate of the amount of losses believed inherent in the Company’s loan portfolio at the balance sheet date. The allowance for loan losses is evaluated geographically, by class of loans. The allowance calculation involves a high degree of estimation that management attempts to mitigate through the use of objective historical data where available. Loan losses are charged against the allowance for loan losses when management believes the uncollectibility of the loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Overall, the Company believes the allowance methodology is consistent with prior periods and the balance was adequate to cover the estimated losses in the Company’s loan portfolio at September 30, 2015 and December 31, 2014.

The general portion of the Company’s allowance contains two components: (i) a component for historical loss ratios, and (ii) a component for adversely graded loans. The historical loss ratio component is an annualized loss rate calculated using a sum-of-years digits weighted 20-quarter historical average.

The Company’s component for adversely graded loans attempts to quantify the additional risk of loss inherent in the grade 8 and grade 9 portfolios. The grade 9 portfolio has an additional allocation placed on those loans determined by a one-year charge-off percentage for the respective loan type/geography. The minimum additional reserve on a grade 9 loan was 3.00% as of September 30, 2015 and December 31, 2014, which is an estimate of the additional loss inherent in these loan grades based upon a review of overall historical charge-offs. As of September 30, 2015, the Company believed this minimum reserve remained adequate.

Grade 8 loans have an additional allocation placed on them determined by the trend difference of the respective loan type/geography’s rolling 12- and 20-quarter historical loss trends. If the rolling 12-quarter average is higher (more current information) than the rolling 20-quarter average, the Company adds the additional amount to the allocation. The minimum additional amount for grade 8 loans was 1.00% as of September 30, 2015 and December 31, 2014, based upon a review of the differences between the rolling 12- and 20-quarter historical loss averages by region. As of September 30, 2015, the Company believed this minimum additional amount remained adequate.

The specific portion of the Company’s allowance relates to loans that are impaired, which includes non-performing loans, TDRs and other loans determined to be impaired. The impaired loans are subtracted from the general loans and are allocated specific reserves as discussed above.

Impaired loans are reported at the fair value of the underlying collateral, less estimated costs to sell, if repayment is expected solely from the collateral. Collateral values are estimated using a combination of observable inputs, including recent appraisals discounted for collateral specific changes and current market conditions, and unobservable inputs based on customized discounting criteria.

The general quantitative allocation based upon historical charge off rates is adjusted for qualitative factors based on current general economic conditions and other qualitative risk factors both internal and external to the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) Management & Staff; (ii) Loan Underwriting, Policy and Procedures; (iii) Internal/External Audit & Loan Review; (iv) Valuation of Underlying Collateral; (v) Macro and Local Economic Factor; (vi) Impact of Competition, Legal & Regulatory Issues; (vii) Nature and Volume of Loan Portfolio; (viii) Concentrations of Credit; (ix) Net Charge-Off Trend; and (x) Non-Accrual, Past Due and Classified Trend. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Based on each component’s risk factor, a qualitative adjustment to the reserve may be applied to the appropriate loan categories.

During the third quarter of 2015, the Company did not make adjustments to any qualitative factors. The Company will continue to monitor its qualitative factors on a quarterly basis.

The following table details activity on the allowance for loan losses. Allocation of a portion of the allowance to one category does not preclude its availability to absorb losses in other categories.

	As of and for the Three Months Ended September 30, 2015
	Commercial			Commercial Real Estate			Real Estate Construction			Retail Real Estate			Retail Other			Total
	(dollars in thousands)
Illinois/Indiana
Beginning balance	$	9,231		$	16,938		$	2,054		$	11,728		$	308		$	40,259
Provision for loan loss	(335		)	383			(66		)	666			(2		)	646
Charged-off	—			(589		)	—			(200		)	(56		)	(845		)
Recoveries	55			50			53			226			47			431
Ending Balance	$	8,951		$	16,782		$	2,041		$	12,420		$	297		$	40,491

Florida
Beginning balance	$	724		$	4,007		$	167		$	2,550		$	13		$	7,461
Provision for loan loss	24			(614		)	2			43			(1		)	(546		)
Charged-off	—			—			—			(230		)	—			(230		)
Recoveries	13			—			5			13			5			36
Ending Balance	$	761		$	3,393		$	174		$	2,376		$	17		$	6,721

	As of and for the Nine Months Ended September 30, 2015
	Commercial			Commercial Real Estate			Real Estate Construction			Retail Real Estate			Retail Other			Total
	(dollars in thousands)
Illinois/Indiana
Beginning balance	$	8,869		$	16,434		$	2,590		$	10,745		$	304		$	38,942
Provision for loan loss	(54		)	1,424			(774		)	1,942			86			2,624
Charged-off	(77		)	(1,297		)	—			(692		)	(240		)	(2,306		)
Recoveries	213			221			225			425			147			1,231
Ending Balance	$	8,951		$	16,782		$	2,041		$	12,420		$	297		$	40,491

Florida
Beginning balance	$	1,172		$	4,205		$	205		$	2,917		$	12		$	8,511
Provision for loan loss	(507		)	(1,030		)	(36		)	(417		)	(34		)	(2,024		)
Charged-off	—			—			—			(336		)	(1		)	(337		)
Recoveries	96			218			5			212			40			571
Ending Balance	$	761		$	3,393		$	174		$	2,376		$	17		$	6,721

	As of and for the Three Months Ended September 30, 2014
	Commercial			Commercial Real Estate		Real Estate Construction			Retail Real Estate			Retail Other			Total
	(dollars in thousands)
Illinois/Indiana
Beginning balance	$	7,695		$	15,426	$	2,776		$	10,802		$	238		$	36,937
Provision for loan loss	1,031			2,208		(623		)	(1,986		)	130			760
Charged-off	(121		)	—		—			(388		)	(114		)	(623		)
Recoveries	29			39		—			120			44			232
Ending Balance	$	8,634		$	17,673	$	2,153		$	8,548		$	298		$	37,306

Florida
Beginning balance	$	1,782		$	4,976	$	175		$	3,554		$	4		$	10,491
Provision for loan loss	(539		)	116		5			(345		)	3			(760		)
Charged-off	(6		)	—		—			(55		)	(1		)	(62		)
Recoveries	18			—		—			15			6			39
Ending Balance	$	1,255		$	5,092	$	180		$	3,169		$	12		$	9,708

	As of and for the Nine Months Ended September 30, 2014
	Commercial			Commercial Real Estate			Real Estate Construction			Retail Real Estate			Retail Other			Total
	(dollars in thousands)
Illinois/Indiana
Beginning balance	$	8,452		$	16,379		$	2,540		$	6,862		$	216		$	34,449
Provision for loan loss	879			2,388			(241		)	3,540			242			6,808
Charged-off	(825		)	(1,173		)	(657		)	(2,079		)	(306		)	(5,040		)
Recoveries	128			79			511			225			146			1,089
Ending Balance	$	8,634		$	17,673		$	2,153		$	8,548		$	298		$	37,306

Florida
Beginning balance	$	1,926		$	5,733		$	1,168		$	4,287		$	4		$	13,118
Provision for loan loss	(807		)	(912		)	(1,983		)	(1,096		)	(10		)	(4,808		)
Charged-off	(26		)	—			—			(192		)	(1		)	(219		)
Recoveries	162			271			995			170			19			1,617
Ending Balance	$	1,255		$	5,092		$	180		$	3,169		$	12		$	9,708

The following table presents the allowance for loan losses and recorded investments in loans by category and geography:

	As of September 30, 2015
	Commercial		Commercial Real Estate		Real Estate Construction		Retail Real Estate		Retail Other		Total
	(dollars in thousands)
Illinois/Indiana
Amount allocated to:
Loans individually evaluated for impairment	$	220	$	1,054	$	33	$	25	$	—	$	1,332
Loans collectively evaluated for impairment	8,731		15,728		2,008		12,395		297		39,159
Ending Balance	$	8,951	$	16,782	$	2,041	$	12,420	$	297	$	40,491

Loans:
Loans individually evaluated for impairment	$	1,658	$	3,150	$	33	$	3,062	$	136	$	8,039
Loans collectively evaluated for impairment	602,636		1,009,478		89,023		530,689		15,298		2,247,124
PCI loans evaluated for Impairment	—		376		340		—		—		716
Ending Balance	$	604,294	$	1,013,004	$	89,396	$	533,751	$	15,434	$	2,255,879

Florida
Amount allocated to:
Loans individually evaluated for impairment	$	—	$	49	$	—	$	—	$	6	$	55
Loans collectively evaluated for impairment	761		3,344		174		2,376		11		6,666
Ending Balance	$	761	$	3,393	$	174	$	2,376	$	17	$	6,721

Loans:
Loans individually evaluated for impairment	$	553	$	5,185	$	510	$	8,274	$	6	$	14,528
Loans collectively evaluated for impairment	16,448		166,501		13,962		97,055		947		294,913
Ending Balance	$	17,001	$	171,686	$	14,472	$	105,329	$	953	$	309,441

	As of December 31, 2014
	Commercial		Commercial Real Estate		Real Estate Construction		Retail Real Estate		Retail Other		Total
	(dollars in thousands)
Illinois/Indiana
Amount allocated to:
Loans individually evaluated for impairment	$	595	$	1,975	$	46	$	25	$	—	$	2,641
Loans collectively evaluated for impairment	8,274		14,459		2,544		10,720		304		36,301
Ending Balance	$	8,869	$	16,434	$	2,590	$	10,745	$	304	$	38,942

Loans:
Loans individually evaluated for impairment	$	2,117	$	3,994	$	46	$	2,428	$	8	$	8,593
Loans collectively evaluated for impairment	582,904		928,914		89,058		473,611		9,682		2,084,169
Ending Balance	$	585,021	$	932,908	$	89,104	$	476,039	$	9,690	$	2,092,762

Florida
Amount allocated to:
Loans individually evaluated for impairment	$	—	$	370	$	—	$	150	$	7	$	527
Loans collectively evaluated for impairment	1,172		3,835		205		2,767		5		7,984
Ending Balance	$	1,172	$	4,205	$	205	$	2,917	$	12	$	8,511

Loans:
Loans individually evaluated for impairment	$	1,642	$	5,688	$	551	$	10,105	$	7	$	17,993
Loans collectively evaluated for impairment	15,097		165,555		17,399		95,929		555		294,535
Ending Balance	$	16,739	$	171,243	$	17,950	$	106,034	$	562	$	312,528

Note 6: OREO

OREO represents properties acquired through foreclosure or other proceedings in settlement of loans. OREO is held for sale and is recorded at the date of foreclosure at the fair value of the properties less estimated costs of disposal, which establishes a new cost basis. Any adjustment to fair value at the time of transfer to OREO is charged to the allowance for loan losses. Property is evaluated regularly to ensure the recorded amount is supported by its current fair value, and valuation allowances to reduce the carrying amount to fair value less estimated costs to dispose are recorded as necessary. Revenue, expense, gains and losses from the operations of foreclosed assets are included in operations. At September 30, 2015, the Company held $0.1 million in residential OREO and an insignificant amount of other repossessed assets. At December 31, 2014, the Company held $0.2 million of other repossessed assets. At September 30, 2015 the Company had $1.2 million of residential real estate in the process of foreclosure. The following table summarizes activity related to OREO:

	Nine Months Ended September 30, 2015			Year Ended December 31, 2014
	(dollars in thousands)
OREO:
Beginning balance	$	216		$	2,133
Additions, transfers from loans	399			660
Additions, fair value from Herget Financial acquisition	284			—
Proceeds from sales of OREO	(927		)	(2,739		)
Gain on sales of OREO	112			162
Valuation allowance for OREO	—			—
Ending balance	$	84		$	216

Note 7: Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase, which are classified as secured borrowings, generally mature either daily or within one year from the transaction date. 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 the fair value of the underlying securities. The following table sets forth the distribution of securities sold under agreements to repurchase and weighted average interest rates:

	September 30, 2015			December 31, 2014
	(dollars in thousands)
Balance at end of period	$	176,961		$	198,893
Weighted average interest rate at end of period	0.11		%	0.14		%
Maximum outstanding at any month end in year-to-date period	$	191,531		$	198,893
Average daily balance for the year-to-date period	$	177,937		$	148,452
Weighted average interest rate during period (1)	0.10		%	0.12		%

(1)The weighted average interest rate is computed by dividing total annualized interest for the year-to-date period by the average daily balance outstanding.

Note 8: Earnings Per Common Share

Earnings per common share, adjusted to reflect the Reverse Stock Split, have been computed as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(in thousands, except per share data)
Net income available to common stockholders	$	10,444	$	8,927	$	27,778	$	24,636
Shares:
Weighted average common shares outstanding	28,989		28,973		28,992		28,965

Dilutive effect of outstanding options, warrants and restricted stock units as determined by the application of the treasury stock method	153		140		171		122

Weighted average common shares outstanding, as adjusted for diluted earnings per share calculation	29,142		29,113		29,163		29,087

Basic earnings per common share	$	0.36	$	0.31	$	0.96	$	0.85

Diluted earnings per common share	$	0.36	$	0.31	$	0.95	$	0.85

Basic earnings per share are computed by dividing net income available to common stockholders for the period by the weighted average number of common shares outstanding, which include deferred stock units 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 were exercised and restricted stock units were vested. Stock options and restricted stock units for which the exercise or the grant price exceeds the average market price over the period have an anti-dilutive effect and are excluded from the calculation. At September 30, 2015, 86,568 outstanding options, 191,278 warrants, and 112,433 restricted stock units were anti-dilutive and excluded from the calculation of common stock equivalents. At September 30, 2014, 152,543 outstanding options, 191,278 warrants, and 117,992 restricted stock units were anti-dilutive and excluded from the calculation of common stock equivalents.

Note 9: Share-based Compensation

The Company grants share-based compensation awards to its employees and members of its board of directors as provided for under the Company’s 2010 Equity Incentive Plan. The Company currently grants share-based compensation in the form of restricted stock units (“RSUs”) and deferred stock units (“DSUs”). 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 a requisite service period ranging from one to five years. The Company annually grants share-based awards in the form of DSUs, which are RSUs with a deferred settlement date, to its board of directors. Each DSU is equivalent to one share of the Company’s common stock. The DSUs vest over a twelve-month period following the grant date or on the date of the next Annual Meeting of Stockholders, whichever is earlier. These units generally are subject to the same terms as RSUs under the Company’s 2010 Equity Incentive 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. Subsequent to vesting and prior to delivery, these units will continue to earn dividend equivalents. The Company also has outstanding stock options granted prior to 2011.

Under the terms of the Company’s 2010 Equity Incentive Plan, the Company is allowed, but not required, to source stock option exercises and grants of RSUs and DSUs from its inventory of treasury stock. As of September 30, 2015, the Company held 735,025 shares in treasury. On February 3, 2015, First Busey announced that its board of directors approved a repurchase plan under which the Company is authorized to repurchase up to an aggregate of 666,667 shares of its common stock. The repurchase plan has no expiration date and replaced the prior repurchase plan that was originally approved in 2008. During the third quarter of 2015, the Company purchased 333,333 shares under this repurchase plan. Repurchases were executed in contemplation of maintaining levels of treasury stock appropriate to satisfy compensation awards, in addition to favorable pricing opportunities that were broadly manifest in the market for bank stocks during the third quarter of 2015. At September 30, 2015 the Company had 333,334 shares that may yet be purchased under the plan.

A description of the 2010 Equity Incentive Plan can be found in the Company’s Proxy Statement for the 2015 Annual Meeting of Stockholders. The Company’s 2010 Equity Incentive Plan is designed to encourage ownership of its common stock by its employees and directors, to provide additional incentive for them to promote the success of its business, and to attract and retain talented personnel. All of the Company’s employees and directors, and those of its subsidiaries, are eligible to receive awards under the plan.

A summary of the status of and changes in the Company’s stock option awards for the nine months ended September 30, 2015 follows:

		Weighted- Average Exercise		Weighted- Average Remaining Contractual
	Shares	Price		Term
Outstanding at beginning of year	170,026	$	48.99
Granted	—	—
Exercised	—	—
Forfeited	517	58.23
Expired	47,941	57.27
Outstanding at end of period	121,568	$	45.68	1.59
Exercisable at end of period	121,568	$	45.68	1.59

The Company did not record any stock option compensation expense for the three and nine months ended September 30, 2015 or 2014.

A summary of the changes in the Company’s stock unit awards for the nine months ended September 30, 2015, is as follows:

			Director				Weighted-
	Restricted		Deferred				Average
	Stock		Stock				Grant Date
	Units		Units		Total		Fair Value
Non-vested at beginning of year	394,624		18,581		413,205		$	15.75
Granted	108,945		17,899		126,844		20.07
Dividend Equivalents Earned	9,656		1,319		10,975		18.76
Vested	(73,777	)	(13,236	)	(87,013	)	14.96
Forfeited	(17,951	)	—		(17,951	)	16.21
Non-vested at end of period	421,497		24,563		446,060		$	17.19
Outstanding at end of period	421,497		67,903		489,400		$	17.08

All recipients earn quarterly dividend equivalents on their respective units. These dividend equivalents are not paid out during the vesting period, but instead entitle the recipients to additional units. Therefore, dividends earned each quarter compound based upon the updated unit balances. Upon vesting/delivery, shares are expected (though not required) to be issued from treasury.

On June 25, 2015, under the terms of the 2010 Equity Incentive Plan, the Company granted 108,945 RSUs to members of management. As the stock price on the grant date of June 25, 2015 was $20.07, total compensation cost to be recognized is $2.2 million. This cost will be recognized over a period of five years. Subsequent to the requisite service period, the awards will vest 100%.

In addition, on June 25, 2015, under the terms of the 2010 Equity Incentive Plan, the Company granted 12,667 DSUs to directors. As the stock price on the grant date of June 25, 2015 was $20.07, total compensation cost to be recognized is $0.3 million. This cost will be recognized over the requisite service period of one year from the date of grant or the next Annual Meeting of Stockholders; whichever is earlier. The Company also granted 5,232 DSUs to the Chairman of the Board. As the stock price on the grant date of June 25, 2015 was $20.07, total compensation cost to be recognized is $0.1 million. This cost will be recognized over a period of five years. Subsequent to the requisite service period, the awards will vest 100%.

The Company recognized $0.4 million and $0.3 million of compensation expense related to non-vested stock units for the three months ended September 30, 2015 and 2014, respectively. The Company recognized $1.0 million and $0.8 million of compensation expense related to non-vested stock units for the nine months ended September 30, 2015 and 2014, respectively. As of September 30, 2015, there was $4.8 million of total unrecognized compensation cost related to these non-vested stock units. This cost is expected to be recognized over a period of 3.7 years.

Note 10: Income Taxes

At September 30, 2015, the Company was under examination by the Florida Department of Revenue for the Company’s 2011, 2012 and 2013 Florida income tax filings. This examination is expected to be finalized in the fourth quarter of 2015 with no adjustments or additional tax payment.

Note 11: 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 financial position or the results of operations of the Company.

Credit Commitments and Contingencies

The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets.

The Company’s exposure to credit loss is represented by the contractual amount of those commitments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. 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:

	September 30, 2015		December 31, 2014
	(dollars in thousands)
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	586,369	$	561,439
Standby letters of credit	15,736		20,466

Commitments to extend credit are agreements to lend to a customer as long as no condition established in the contract has been violated. These commitments are generally at variable interest rates and generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer’s obligation to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including bond financing and similar transactions and primarily have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral, which may include accounts receivable, inventory, property and equipment, and income producing properties, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount shown in the summary above. If the commitment is funded, the Company would be entitled to seek recovery from the customer. As of September 30, 2015 and December 31, 2014, no amounts were recorded as liabilities for the Company’s potential obligations under these guarantees.

Note 12: Capital

The ability of the Company to pay cash dividends to its stockholders and to service its debt historically was dependent on the receipt of cash dividends from its subsidiaries. However, Busey Bank sustained significant losses during 2008 and 2009 resulting in pressure on its capital, which was relieved through injections of capital from the Company. Under applicable regulatory requirements, an Illinois state-chartered bank such as Busey Bank may not pay dividends in excess of its net profits. Because Busey Bank has been in a retained earnings deficit position since 2009, it has not been able to pay dividends since that time.

With prior approval from its regulators, however, an Illinois state-chartered bank in this situation may be able to reduce its capital stock, by amending its charter to decrease the authorized number of shares, and then make a subsequent distribution to its holding company. Using this approach, and with the approval of its regulators, Busey Bank distributed $50.0 million to the Company on January 22, 2013, and distributed $60.0 million to the Company on October 22, 2014. The Company will continue to evaluate the appropriateness of future capital distributions.

The Company and Busey Bank are subject to regulatory capital requirements administered by federal and state banking agencies that involve the quantitative measure of their assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory accounting practices. Quantitative measures established by regulations to ensure capital adequacy require the Company and Busey Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 capital and Common Equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations), and, for the Bank, Tier 1 capital (as defined in the regulations) to average assets (as defined in the regulations). Failure to meet minimum capital requirements may cause regulatory bodies to initiate certain discretionary and/or mandatory actions that, if undertaken, may have a direct material effect on our financial statements. The Company, as a financial holding company, is required to be “well capitalized” in the capital categories shown in the table below. As of September 30, 2015, the Company and Busey Bank met all capital adequacy requirements to which they were subject, including the guidelines to be considered “well capitalized.”

					Minimum				Minimum To Be
	Actual				Capital Requirement				Well Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
As of September 30, 2015:
Total Capital (to Risk Weighted Assets)
Consolidated	$	496,409	17.07	%	$	232,628	8.00	%	$	290,785	10.00	%
Busey Bank	$	443,626	15.40	%	$	230,493	8.00	%	$	288,116	10.00	%

Tier 1 Capital (to Risk Weighted Assets)
Consolidated	$	459,497	15.80	%	$	174,471	6.00	%	$	232,628	8.00	%
Busey Bank	$	407,037	14.13	%	$	172,870	6.00	%	$	230,493	8.00	%

Common Equity Tier 1 Capital (to Risk Weighted Assets)
Consolidated	$	335,084	11.52	%	$	130,853	4.50	%	$	189,010	6.50	%
Busey Bank	$	407,037	14.13	%	$	129,653	4.50	%	$	187,276	6.50	%

Tier 1 Capital (to Average Assets)
Consolidated	$	459,497	11.81	%	$	155,655	4.00	%	N/A		N/A
Busey Bank	$	407,037	10.59	%	$	154,322	4.00	%	$	192,903	5.00	%

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) into law, which required the Board of Governors of the Federal Reserve System to establish minimum capital levels for bank holding companies on a consolidated basis that are as stringent as those required for insured depository institutions. The components of Tier 1 capital were restricted to capital instruments that at the time of signing were considered to be Tier 1 capital for insured depository institutions. As a result, the proceeds of trust preferred securities are excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by bank holding companies with less than $15.0 billion of assets. As the Company has assets of less than $15.0 billion, it is able to maintain its trust preferred proceeds as Tier 1 capital but it will have to comply with new capital mandates in other respects, and it will not be able to raise Tier 1 capital through the issuance of trust preferred securities in the future.

In July 2013, the U.S. federal banking authorities approved the implementation of the Basel III regulatory capital reforms and issued rules effecting certain changes required by the Dodd-Frank Act (the “Basel III Rules”). The Basel III Rules are applicable to all U.S. banks that are subject to minimum capital requirements, as well as to bank and savings and loan holding companies other than “small bank holding companies” (generally non-public bank holding companies with consolidated assets of less than $1 billion). The Basel III Rules not only increased most of the required minimum regulatory capital ratios, but they also introduced a new Common Equity Tier 1 Capital ratio and the concept of a capital conservation buffer. The Basel III Rules also expanded the definition of capital as in effect currently by establishing criteria that instruments must meet to be considered Additional Tier 1 Capital (Tier 1 Capital in addition to Common Equity) and Tier 2 Capital. A number of instruments that generally qualified as Tier 1 Capital no longer qualify, or their qualifications changed, as the Basel III Rules are being fully implemented.

The Basel III Rules also permitted banking organizations with less than $15.0 billion in assets to retain, through a one-time election, the past treatment for accumulated other comprehensive income, which did not affect regulatory capital. First Busey and the Bank made this election in the first quarter of 2015 to avoid variations in the level of their capital depending on fluctuations in the fair value of their securities portfolio. The Basel III Rules maintained the general structure of the prompt corrective action framework, while incorporating increased requirements. The prompt corrective action guidelines were also revised to add the Common Equity Tier 1 Capital ratio. In order to be a “well-capitalized” depository institution under the new Basel III Rules, a bank and holding company must maintain a Common Equity Tier 1 Capital ratio of 6.5% or more; a Tier 1 Capital ratio of 8% or more; a Total Capital ratio of 10% or more; and a leverage ratio of 5% or more. Financial institutions became subject to the new Basel III Rules on January 1, 2015, with phase-in periods for many of the changes. As of September 30, 2015, the Company and the Bank were in compliance with the current phase Basel III Rules and management believes that the Company and the Bank would meet all capital adequacy requirements under the Basel III Rules on a fully phased-in basis as if such requirements had been in effect.

Note 13: Reportable Segments and Related Information

The Company has three reportable segments, Busey Bank, FirsTech and Busey Wealth Management. Busey Bank provides a full range of banking services to individual and corporate customers through its branch network in downstate Illinois, through its branch in Indianapolis, Indiana, and through its branch network in southwest Florida. FirsTech provides remittance processing for online bill payments, lockbox and walk-in payments. Busey Wealth Management is the parent company of Busey Trust Company, which provides a full range of asset management, investment and fiduciary services to individuals, businesses and foundations, tax preparation and philanthropic advisory services.

The Company’s three reportable segments are strategic business units that are separately managed, as they offer different products and services and have different marketing strategies. The “other” category consists of the Parent Company and the elimination of intercompany transactions.

The segment financial information provided below has been derived from the internal accounting system used by management to monitor and manage the financial performance of the Company. The accounting policies of the three segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Following is a summary of selected financial information for the Company’s business segments (dollars in thousands):

	Goodwill						Total Assets
	September 30,			December 31,			September 30,			December 31,
	2015			2014			2015			2014
Goodwill & Total Assets:
Busey Bank	$	4,824		$	—		$	3,790,377		$	3,589,419
FirsTech	8,992			8,992			29,900			28,540
Busey Wealth Management	11,694			11,694			32,375			31,196
Other	—			—			10,913			16,452
Total	$	25,510		$	20,686		$	3,863,565		$	3,665,607

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Interest income:
Busey Bank	$	29,660		$	27,430		$	86,688		$	80,184
FirsTech	14			14			40			39
Busey Wealth Management	67			74			206			214
Other	(11		)	(7		)	(31		)	(19		)
Total interest income	$	29,730		$	27,511		$	86,903		$	80,418

Interest expense:
Busey Bank	$	1,240		$	1,312		$	3,818		$	4,072
FirsTech	—			—			—			—
Busey Wealth Management	—			—			—			—
Other	295			288			869			857
Total interest expense	$	1,535		$	1,600		$	4,687		$	4,929

Other income:
Busey Bank	$	8,227		$	7,595		$	25,579		$	23,748
FirsTech	2,973			2,412			8,518			7,208
Busey Wealth Management	5,053			4,640			15,320			14,291
Other	(364		)	(443		)	(940		)	(1,045		)
Total other income	$	15,889		$	14,204		$	48,477		$	44,202

Other expense:
Busey Bank	$	21,961		$	21,162		$	68,598		$	63,213
FirsTech	2,186			1,876			6,337			5,614
Busey Wealth Management	3,127			2,702			9,535			8,412
Other	676			558			2,472			2,500
Total other expense	$	27,950		$	26,298		$	86,942		$	79,739

Income before income taxes
Busey Bank	$	14,586		$	12,552		$	39,251		$	34,647
FirsTech	801			550			2,221			1,633
Busey Wealth Management	1,993			2,012			5,991			6,093
Other	(1,346		)	(1,297		)	(4,312		)	(4,421		)
Total income before income taxes	$	16,034		$	13,817		$	43,151		$	37,952

Net income:
Busey Bank	$	9,438		$	8,195		$	25,531		$	22,910
FirsTech	479			322			1,329			957
Busey Wealth Management	1,189			1,176			3,577			3,579
Other	(480		)	(584		)	(2,114		)	(2,265		)
Total net income	$	10,626		$	9,109		$	28,323		$	25,181

Note 14: 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 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. In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Such valuation techniques are consistently applied. Inputs to valuation techniques include the assumptions that market participants would use in pricing an asset or liability. FASB ASC Topic 820 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.

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.

Cash and due from banks were transferred to level 1 during the second quarter of 2015 as the carrying amount approximates fair value. There were no additional transfers between levels during the quarter ended September 30, 2015.

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. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. 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. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates and, therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein.

Securities Available for Sale. Securities classified as available for sale are reported at fair value utilizing level 1 and level 2 measurements. For mutual funds and other equity securities, unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date and have been classified as level 1 in the ASC 820 fair value hierarchy. For all other securities, the Company obtains fair value measurements from an independent pricing service. The independent pricing service evaluations are based on market data. 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 as appropriate through processes such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. In addition, the independent pricing service uses model processes, such as the Option Adjusted Spread model, to assess interest rate impact and develop prepayment scenarios. The 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.

The 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. Information of this nature is a trigger to acquire further market data. 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 in the ASC 820 fair value hierarchy.

Derivative Assets and Derivative Liabilities. Derivative assets and derivative liabilities are reported at fair value utilizing level 2 measurements. Derivative instruments with positive fair values are reported as an asset and derivative instruments with negative fair value are reported as liabilities. The fair value of derivative assets and liabilities is determined based on prices obtained from a third party. Values of derivative assets and liabilities are primarily based on observable inputs and are classified as level 2 in the ASC 820 fair value hierarchy.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
	(dollars in thousands)
September 30, 2015
Securities available for sale
U.S. Treasury securities	$	—	$	65,763	$	—	$	65,763
Obligations of U.S. government corporations and agencies	—		150,433		—		150,433
Obligations of states and political subdivisions	—		192,597		—		192,597
Residential mortgage-backed securities	—		328,832		—		328,832
Corporate debt securities	—		152,901		—		152,901
Mutual funds and other equity securities	12,240		—		—		12,240
Derivative assets
Foreign currency forward contracts	—		15		—		15

	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
	(dollars in thousands)
December 31, 2014
Securities available for sale
U.S. Treasury securities	$	—	$	50,606	$	—	$	50,606
Obligations of U.S. government corporations and agencies	—		167,010		—		167,010
Obligations of states and political subdivisions	—		220,161		—		220,161
Residential mortgage-backed securities	—		235,636		—		235,636
Corporate debt securities	—		79,307		—		79,307
Mutual funds and other equity securities	6,345		—		—		6,345
Derivative assets
Foreign currency forward contracts	—		15		—		15

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).

Impaired Loans. The Company does not record loans at fair value on a recurring basis. However, periodically, a loan is considered impaired and is reported at the fair value of the underlying collateral, less estimated costs to sell, if repayment is expected solely from the collateral. Impaired loans measured at fair value typically consist of loans on non-accrual status and restructured loans in compliance with modified terms. 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 the unobservable inputs, all impaired loan fair values have been classified as level 3 in the ASC 820 fair value hierarchy.

OREO. Non-financial assets and non-financial liabilities 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 based on customized discounting criteria. Due to the significance of the unobservable inputs, all OREO fair values have been classified as level 3 in the ASC 820 fair value hierarchy.

The following table summarizes assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2015 and December 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
	(dollars in thousands)
September 30, 2015
Impaired loans	$	—	$	—	$	953	$	953
OREO(1)	—		—		—		—

December 31, 2014
Impaired loans	$	—	$	—	$	2,129	$	2,129
OREO(1)	—		—		—		—

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:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value		Valuation	Unobservable	Range
	Estimate		Techniques	Input	(Weighted Average)
	(dollars in thousands)
September 30, 2015
Impaired loans	$	953	Appraisal of collateral	Appraisal adjustments	-5.2% to -100.0% (-59.0)%
OREO(1)	—		Appraisal of collateral	Appraisal adjustments	-100.0% (-100.0)%
December 31, 2014

Impaired loans	$	2,129	Appraisal of collateral	Appraisal adjustments	-7.7% to -100.0% (-54.3)%
OREO(1)	—		Appraisal of collateral	Appraisal adjustments	-100.0% (-100.0)%

(1) OREO fair value was less than one thousand dollars.

The estimated fair values of financial instruments that are reported at amortized cost in the Company’s Consolidated Balance Sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, were as follows:

	September 30, 2015				December 31, 2014
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(dollars in thousands)
Financial assets:
Level 1 inputs:
Cash and due from banks	$	175,145	$	175,145	$	—	$	—
Level 2 inputs:
Cash and due from banks	—		—		339,438		339,438
Securities held to maturity	49,812		50,288		2,373		2,425
Loans held for sale	15,694		16,007		10,400		10,634
Accrued interest receivable	13,187		13,187		11,187		11,187
Level 3 inputs:
Loans, net	2,518,108		2,522,316		2,357,837		2,360,000

Financial liabilities:
Level 2 inputs:
Deposits	$	3,110,530	$	3,110,047	$	2,900,848	$	2,900,763
Securities sold under agreements to repurchase	176,961		176,961		198,893		198,893
Long-term debt	50,000		50,000		50,000		50,000
Junior subordinated debt owed to unconsolidated trusts	55,000		55,000		55,000		55,000
Accrued interest payable	443		443		507		507

The fair value of loans, net reflects general changes in the interest rate curve used to calculate fair values based on cash flows.

FASB ASC Topic 825 requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. A detailed description of the valuation methodologies used in estimating the fair value of financial instruments is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of the financial condition of First Busey Corporation and its subsidiaries (referred to herein as “First Busey,” “Company,” “we,” or “our”) at September 30, 2015 (unaudited), as compared with June 30, 2015 (unaudited), December 31, 2014 and September 30, 2014 (unaudited), and the results of operations for the three and nine months ended September 30, 2015 and 2014 (unaudited), and the three months ended June 30, 2015 (unaudited) when applicable. Management’s discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report, as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

EXECUTIVE SUMMARY

Operating Results

First Busey Corporation’s net income for the third quarter of 2015 was $10.6 million and net income available to common stockholders was $10.4 million, or $0.36 per fully diluted common share. The Company reported net income of $9.9 million and net income available to common stockholders of $9.8 million, or $0.33 per fully-diluted common share, for the second quarter of 2015 and net income of $9.1 million and net income available to common stockholders of $8.9 million, or $0.31 per fully-diluted common share for the third quarter of 2014.

The Company’s year-to-date net income through September 30, 2015 was $28.3 million and net income available to common stockholders was $27.8 million, or $0.95 per fully-diluted common share, compared to net income of $25.2 million and net income available to common stockholders of $24.6 million, or $0.85 per fully-diluted common share, for the comparable period of 2014. On January 8, 2015, the Company completed its acquisition of Herget Financial, which impacted year-to-date net income by $1.0 million in one-time expenses, occurring primarily in the first quarter of 2015. Further, the Company undertook initiatives to refine its branch network and restructure various internal teams during the first quarter of 2015, resulting in $0.7 million of fixed asset impairments and $0.3 million in other corporate restructuring costs.

On May 20, 2015, at the Company’s Annual Meeting of Stockholders, the Company’s stockholders approved a resolution to authorize the board of directors to implement a Reverse Stock Split of the Company’s common stock. On August 17, 2015, the board of directors authorized the Reverse Stock Split, which became effective on September 8, 2015. With the number of our outstanding shares now more closely conforming to those of peer organizations, the Reverse Stock Split allows our stockholders, potential investors and our other stakeholders to more easily evaluate our financial results comparatively to other financial institutions, particularly with regard to earnings per share and other share-based capital metrics. All share and per share information has been restated for all prior periods presented in this Quarterly Report on Form 10-Q, giving retroactive effect to the Reverse Stock Split.

Revenues from trust fees, commissions and brokers’ fees, and remittance processing activities - which are primarily generated through Busey Wealth Management and FirsTech - represented 51.8% of the Company’s non-interest income for the quarter ended September 30, 2015, providing a balance to revenue from traditional banking activities. Trust fees and commissions and brokers’ fees seasonally decreased to $5.3 million for the third quarter of 2015 compared to $6.0 million for the second quarter of 2015, but increased from $4.9 million for the third quarter of 2014. Trust fees and commission and brokers’ fees increased to $17.8 million for the nine months ended September 30, 2015, compared to $16.9 million for the nine months ended September 30, 2014.

FirsTech’s remittance processing revenue decreased to $2.9 million for the third quarter of 2015, compared to $3.0 million for the second quarter of 2015, but increased from $2.4 million for the third quarter of 2014. Remittance processing revenue increased to $8.4 million for the nine months ended September 30, 2015 compared to $7.1 million, up 17.6%, for the nine months ended September 30, 2014.

The Company continues to prioritize strengthening its balance sheet, diversifying revenue streams and developing appropriate platforms to sustain profitable growth. An active business outreach across the Company’s footprint continues to support ongoing business expansion. Various actions were undertaken through the year across our franchise to shape the future, trimming certain areas where sensible and adding in others with a continuing commitment to deliver optimal value.

Asset Quality

While much internal focus has been directed toward growth, the Company’s commitment to credit quality continues to be evident by strong performance across a range of credit indicators. The September 30, 2015 asset metrics reflect the post combination results of acquiring Herget Financial. As of September 30, 2015, the Company reported non-performing loans of $8.0 million compared to $8.4 million as of June 30, 2015 and $8.7 million as of September 30, 2014.

The Company recorded net charge-offs of $0.6 million for the third quarter of 2015. By comparison, the Company recorded net recoveries of $0.1 million for second quarter of 2015 and net charge-offs of $0.4 million for the third quarter of 2014. Net charge-offs for the first nine months of 2015 were $0.8 million compared to $2.6 million for the same period of 2014. The Company recorded a provision for loan loss of $0.1 million in the third quarter of 2015, compared to no provision in the second quarter of 2015 and third quarter of 2014. For the first nine months of 2015, the provision for loan loss was $0.6 million, compared to $2.0 million for the same period of 2014, as the Company’s dedication to improving asset quality and building balance sheet strength continues to yield positive results.

The allowance for loan losses as a percentage of loans decreased to 1.83% at September 30, 2015 compared to 1.90% at June 30, 2015 and 1.98% at September 30, 2014. During the current year, the Company is holding acquired loans from the Herget Financial acquisition with uncollected principal balances. These loans are carried net of a fair value adjustment for credit and interest rate and are only included in the allowance calculation to the extent that the reserve requirement exceeds their credit fair value adjustment.

With a continued commitment to the quality of assets and the strength of our balance sheet, near-term loan losses are expected to remain generally low. While these results are encouraging, asset quality metrics can be generally influenced by market-specific economic conditions beyond the control of the Company, and specific measures may fluctuate from quarter to quarter. The key metrics are as follows:

	As of and for the Three Months Ended
	September 30,			June 30,			March 31,			December 31,
	2015			2015			2015			2014
	(dollars in thousands)
Gross loans(1)	$	2,581,014		$	2,514,576		$	2,484,851		$	2,415,690
Commercial loans(2)	1,909,853			1,847,521			1,815,183			1,812,965
Allowance for loan losses	47,212			47,720			47,652			47,453
Non-performing loans
Non-accrual loans	7,875			8,377			10,202			9,000
Loans 90+ days past due	158			64			189			10
Non-performing loans, segregated by geography
Illinois/Indiana	6,710			7,105			7,688			5,309
Florida	1,323			1,336			2,703			3,701
Loans 30-89 days past due	2,511			4,112			3,716			1,819
Other non-performing assets	84			310			315			216
Non-performing assets to total loans and non-performing assets	0.3		%	0.4		%	0.4		%	0.4		%
Allowance as a percentage of non-performing loans	587.7		%	565.3		%	458.6		%	526.7		%
Allowance for loan losses to loans	1.8		%	1.9		%	1.9		%	2.0		%

(1) Includes loans held for sale.

(2) Includes loans categorized as commercial, commercial real estate and real estate construction.

Economic Conditions of Markets

Our primary markets, which are generally in micro-urban communities in downstate Illinois, are distinct from the smaller rural populations of Illinois and have strong industrial, academic or healthcare employment bases. Our primary downstate Illinois markets of Champaign, Macon, McLean and Peoria counties are anchored by several strong, familiar and stable organizations.

Champaign County is home to the University of Illinois — Urbana/Champaign (“U of I”), the University’s primary campus. U of I has in excess of 44,000 students. Additionally, Champaign County healthcare providers serve a significant area of downstate Illinois and western Indiana. Macon County is home to the North American headquarters for Archer Daniels Midland (“ADM”), a Fortune 100 company and one of the largest agricultural processors in the world. ADM’s presence in Macon County supports many derivative businesses in the agricultural processing arena. Additionally, Macon County is home to Millikin University, and its healthcare providers serve a significant role in the market. McLean County is home to State Farm, Country Financial, Illinois State University and Illinois Wesleyan University. State Farm, a Fortune 100 company, is the largest employer in McLean County, and Country Financial and the universities provide additional stability to a growing area of downstate Illinois. Peoria County is home to Caterpillar, a Fortune 100 company, and Bradley University, in addition to a large healthcare presence serving much of the western portion of downstate Illinois. Caterpillar recently announced significant restructuring and cost cutting initiatives that began in the third quarter of 2015 and while no substantial direct exposure exists, we will continue to monitor the potential impact to the surrounding community and our customers. The institutions noted above, coupled with a large agricultural sector, anchor the communities in which they are located, and have provided a comparatively stable foundation for housing, employment and small business.

Recent pressure on commodity prices appears to be muted by healthy yields of corn and soybeans in local markets. Loans to finance agricultural production and other loans to farmers do not represent a significant portion of our total loan portfolio, with balances of $61.1 million or approximately 2% of total loans as of September 30, 2015. Additionally, loans secured by farmland totaled $127.6 million or approximately 5% of total loans for the same period. The financial condition of these customers and the agriculture base in our communities is monitored by management on an ongoing basis as appropriate for prudent risk management.

The State of Illinois, where the largest portion of the Company’s customer base is located, continues to be one of the most troubled of any state in the United States with pension under-funding, a current budget impasse, continued budget deficits and a declining credit outlook. Additionally, the Company is located in markets with significant universities and healthcare companies, which rely heavily on state funding and contracts. A temporary income tax increase passed in 2011 began phasing out in 2015, which may affect the State’s revenue. Payment lapses by the State of Illinois to its vendors and government sponsored entities may have negative effects on our primary market areas.

The Company has one banking center in the Indianapolis, Indiana area, which is the most populous city of Indiana with a diverse economy. Many large corporations are headquartered in Indianapolis and it is the host to numerous conventions and sporting events annually.

The Company has six banking centers in southwest Florida. Southwest Florida has shown continuing signs of improvement in areas such as job growth and home sales over the last few years. Although we have seen recent improvement in certain economic indicators, we do not believe that southwest Florida has yet returned to its peak economic strength.

OPERATING PERFORMANCE

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. Tax-equivalent basis assumes a federal income tax rate of 35%. 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.

The following tables show our consolidated average balance sheets, detailing the major categories of assets and liabilities, the interest income earned on interest-earning assets, the interest expense paid for the interest-bearing liabilities, and the related interest rates for the periods shown. The tables also show, for the periods indicated, a summary of the changes in interest earned and interest expense resulting from changes in volume and rates for the major components of interest-earning assets and interest-bearing liabilities. All average information is provided on a daily average basis.

AVERAGE BALANCE SHEETS AND INTEREST RATES

THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

															Change in income/
	2015							2014							expense due to(1)
	Average			Income/		Yield/		Average			Income/		Yield/		Average			Average			Total
	Balance			Expense		Rate(3)		Balance			Expense		Rate(3)		Volume			Yield/Rate			Change
	(dollars in thousands)
Assets
Interest-bearing bank deposits	$	193,003		$	122	0.25	%	$	104,158		$	67	0.26	%	$	56		$	(1	)	$	55
Investment securities
U.S. Government obligations	217,046			632		1.16	%	252,385			802		1.26	%	(106		)	(64		)	(170		)
Obligations of states and political subdivisions(1)	237,095			1,660		2.78	%	241,237			1,605		2.64	%	(28		)	83			55
Other securities	492,319			2,669		2.15	%	336,882			1,921		2.26	%	847			(99		)	748

Loans(1) (2)	2,544,916			25,203		3.93	%	2,345,718			23,620		3.99	%	1,978			(395		)	1,583
Total interest-earning assets(1)	$	3,684,379		$	30,286	3.26	%	$	3,280,380		$	28,015	3.39	%	$	2,747		$	(476	)	$	2,271

Cash and due from banks	91,619							85,678
Premises and equipment	64,637							64,947
Allowance for loan losses	(47,750		)					(47,679		)
Other assets	141,513							141,798

Total Assets	$	3,934,398						$	3,525,124

Liabilities and Stockholders’ Equity
Interest-bearing transaction Deposits	$	77,994		$	26	0.13	%	$	47,010		$	7	0.06	%	$	7		$	12		$	19
Savings deposits	236,438			11		0.02	%	212,061			10		0.02	%	1			—			1
Money market deposits	1,668,554			527		0.13	%	1,480,081			439		0.12	%	58			30			88
Time deposits	488,756			611		0.50	%	526,226			804		0.61	%	(54		)	(139		)	(193		)
Short-term borrowings:
Federal funds purchased	—			—		—	%	1,114			1		0.36	%	—			(1		)	(1		)
Repurchase agreements	174,352			44		0.10	%	146,230			40		0.11	%	7			(3		)	4
Other	—			—		—	%	272			—		—	%	—			—			—
Long-term debt	50,000			10		0.08	%	4,826			1		0.08	%	9			—			9
Junior subordinated debt owed to unconsolidated trusts	55,000			306		2.21	%	55,000			298		2.15	%	—			8			8
Total interest-bearing liabilities	$	2,751,094		$	1,535	0.22	%	$	2,472,820		$	1,600	0.26	%	$	28		$	(93	)	$	(65	)

Net interest spread(1)						3.04	%						3.13	%

Noninterest-bearing deposits	711,703							601,220
Other liabilities	28,536							24,725
Stockholders’ equity	443,065							426,359

Total Liabilities and Stockholders’ Equity	$	3,934,398						$	3,525,124

Interest income / earning assets(1)	$	3,684,379		$	30,286	3.26	%	$	3,280,380		$	28,015	3.39	%
Interest expense / earning assets	$	3,684,379		$	1,535	0.16	%	$	3,280,380		$	1,600	0.20	%

Net interest margin(1)				$	28,751	3.10	%				$	26,415	3.19	%	$	2,719		$	(383	)	$	2,336

(1) On a tax-equivalent basis assuming a federal income tax rate of 35%.

(2) Non-accrual loans have been included in average loans.

(3) Annualized.

AVERAGE BALANCE SHEETS AND INTEREST RATES

NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

															Change in income/
	2015							2014							expense due to(1)
	Average			Income/		Yield/		Average			Income/		Yield/		Average			Average			Total
	Balance			Expense		Rate(3)		Balance			Expense		Rate(3)		Volume			Yield/Rate			Change
	(dollars in thousands)
Assets
Interest-bearing bank deposits	$	259,433		$	495	0.26	%	$	146,744		$	282	0.26	%	$	215		$	(2	)	$	213
Investment securities
U.S. Government obligations	224,818			1,976		1.18	%	287,383			2,785		1.30	%	(567		)	(242		)	(809		)
Obligations of states and political subdivisions(1)	239,099			4,925		2.75	%	250,281			4,966		2.65	%	(226		)	185			(41		)
Other securities	435,536			6,982		2.14	%	303,544			5,194		2.29	%	2,134			(346		)	1,788

Loans(1) (2)	2,508,775			74,148		3.95	%	2,277,343			68,717		4.03	%	6,864			(1,433		)	5,431
Total interest-earning assets(1)	$	3,667,661		$	88,526	3.23	%	$	3,265,295		$	81,944	3.36	%	$	8,420		$	(1,838	)	$	6,582

Cash and due from banks	91,964							90,436
Premises and equipment	65,256							65,256
Allowance for loan losses	(47,913		)					(47,857		)
Other assets	141,479							145,688

Total Assets	$	3,918,447						$	3,518,818

Liabilities and Stockholders’ Equity
Interest-bearing transaction Deposits	$	85,995		$	87	0.14	%	$	48,495		$	20	0.06	%	$	23		$	44		$	67
Savings deposits	238,919			32		0.02	%	213,932			31		0.02	%	3			(2		)	1
Money market deposits	1,618,175			1,495		0.12	%	1,478,982			1,285		0.12	%	126			84			210
Time deposits	511,183			2,010		0.53	%	548,005			2,592		0.63	%	(166		)	(416		)	(582		)
Short-term borrowings:
Federal funds purchased	—			—		—	%	375			1		0.36	%	(1		)	—			(1		)
Repurchase agreements	177,937			132		0.10	%	137,424			114		0.11	%	31			(13		)	18
Other	121			—		—	%	91			—		—	%	—			—			—
Long-term debt	50,000			31		0.08	%	1,626			1		0.08	%	30			—			30
Junior subordinated debt owed to unconsolidated trusts	55,000			900		2.19	%	55,000			885		2.15	%	—			15			15
Total interest-bearing liabilities	$	2,737,330		$	4,687	0.23	%	$	2,483,930		$	4,929	0.27	%	$	47		$	(289	)	$	(242	)

Net interest spread(1)						3.00	%						3.09	%

Noninterest-bearing deposits	713,520							587,265
Other liabilities	27,917							25,529
Stockholders’ equity	439,680							422,094

Total Liabilities and Stockholders’ Equity	$	3,918,447						$	3,518,818

Interest income / earning assets(1)	$	3,667,661		$	88,526	3.23	%	$	3,265,295		$	81,944	3.36	%
Interest expense / earning assets	$	3,667,661		$	4,687	0.17	%	$	3,265,295		$	4,929	0.21	%

Net interest margin(1)				$	83,839	3.06	%				$	77,015	3.15	%	$	8,373		$	(1,549	)	$	6,824

(1) On a tax-equivalent basis assuming a federal income tax rate of 35%.

(2) Non-accrual loans have been included in average loans.

(3) Annualized.

Total average interest-earning assets increased $404.0 million, or 12.3%, to $3.68 billion for the three month period ended September 30, 2015, as compared to $3.28 billion for the same period in 2014. Total average interest-earning assets increased $402.4 million, or 12.3%, to $3.67 billion for the nine month period ended September 30, 2015, as compared to $3.27 billion for the same period in 2014. Average loans increased for the three and nine month periods ended September 30, 2015, as compared to the same periods in 2014, primarily due to our continued emphasis on organic commercial loan growth supplemented by the Herget Financial acquisition; however, loans were added at lower yields due to the competitive lending environment.

Total average interest-bearing liability balances increased $278.3 million, or 11.3%, to $2.75 billion for the three month period ended September 30, 2015, as compared to $2.47 billion for the same period in 2014. Total average interest-bearing liability balances increased $253.4 million, or 10.2%, to $2.74 billion for the nine month period ended September 30, 2015 as compared to $2.48 billion for the same period in 2014. Average noninterest-bearing deposits increased $110.5 million, or 18.4%, to $711.7 million for the three month period ended September 30, 2015, as compared to $601.2 million for the same period in 2014. Average noninterest-bearing deposits increased $126.2 million, or 21.5%, to $713.5 million for the nine month period ended September 30, 2015 as compared to $587.3 million for the same period in 2014. As of September 30, 2015, core deposits were 76.5% of total assets and are an important low cost source of funding. In addition, in late 2014 the Company took on a modest level of long-term debt, taking advantage of low interest rates and attractive funding as a supplement to core deposits to fund loan growth.

Interest income, on a tax-equivalent basis, increased $2.3 million and $6.8 million for the three and nine month periods ended September 30, 2015, as compared to the same periods of 2014, respectively. The interest income increase related primarily to the increase in loan volumes, as discussed above. Interest expense decreased $0.1 million and $0.2 million for the three and nine month periods ended September 30, 2015, as compared to the same periods of 2014, respectively.

Net interest margin

Net interest margin, our net interest income expressed as a percentage of average earning assets stated on a tax-equivalent basis, decreased to 3.10% for the three month period ended September 30, 2015, compared to 3.19% for the same period in 2014 and decreased to 3.06% for the nine month period ended September 30, 2015, from 3.15% for the same period in 2014. Net interest margin was influenced by growth in average interest-bearing bank deposits and cash and due from bank balances of $351.4 million for the nine months ended September 30, 2015, compared to $237.2 million for the nine months ended September 30, 2014. By the end of the third quarter of 2015, these balances declined, primarily as a result of positive changes in asset mix and fluctuations in funding.

Quarterly net interest margins for 2015 and 2014 are as follows:

	2015		2014
First Quarter	3.03	%	3.13	%
Second Quarter	3.05	%	3.13	%
Third Quarter	3.10	%	3.19	%
Fourth Quarter	—		3.13	%

The net interest spread, which represents the difference between the average rate earned on earning assets and the average rate paid on interest-bearing liabilities, also on a tax-equivalent basis, was 3.04% for the three month period ended September 30, 2015, compared to 3.13% for the same period in 2014 and was 3.00% for the nine month period ended September 30, 2015, compared to 3.09% for the same period in 2014.

We continued to experience downward pressure on our yield in interest-earning assets resulting from a protracted period of historically low rates and heightened competition for assets throughout the banking industry. The development of a stronger asset mix from increased loan balances, while actively bringing down interest expense and optimizing funding costs, remains a focus. We believe improvements in margin will be achieved through continued deployment of our liquid funds at higher yields as we redeploy cash into investment securities and loans.

Management attempts to mitigate the effects of an unpredictable interest-rate environment through effective portfolio management, prudent loan underwriting and operational efficiencies. Please refer to the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for accounting policies underlying the recognition of interest income and expense.

OTHER INCOME

(dollars in thousands)

	Three Months Ended September 30,								Nine Months Ended September 30,
	2015		2014		$ Change		% Change		2015			2014		$ Change			% Change
Trust fees	$	4,542	$	4,182	$	360	8.6	%	$	15,385		$	14,879	$	506		3.4	%
Commissions and brokers’ fees, net	799		676		123		18.2	%	2,402			2,023		379			18.7	%
Remittance processing	2,897		2,394		503		21.0	%	8,372			7,120		1,252			17.6	%
Service charges on deposit Accounts	3,312		3,175		137		4.3	%	9,292			8,981		311			3.5	%
Other service charges and Fees	1,614		1,575		39		2.5	%	4,883			4,681		202			4.3	%
Gain on sales of loans	1,549		1,339		210		15.7	%	4,843			3,554		1,289			36.3	%
Security (losses) gains, net	—		—		—		—	%	(21		)	40		(61		)	NM
Other	1,176		863		313		36.3	%	3,321			2,924		397			13.6	%
Total other income	$	15,889	$	14,204	$	1,685	11.9	%	$	48,477		$	44,202	$	4,275		9.7	%

NM — percentage change not meaningful

Total other income of $15.9 million for the three month period ended September 30, 2015 increased by $1.7 million as compared to $14.2 million for the same period in 2014. Total other income of $48.5 million for the nine month period ended September 30, 2015 increased by $4.3 million as compared to $44.2 million for the same period in 2014.

Combined wealth management revenue, consisting of trust fees and commissions and brokers’ fees, net, of $5.3 million for the three months ended September 30, 2015 rose $0.4 million from $4.9 million for the same period in 2014. The revenue rose $0.9 million for the nine months ended September 30, 2015 to $17.8 million from $16.9 million for the same period in 2014. Growth in new assets under care (“AUC”), driven by our wealth management teams in 2015 and 2014, impacts fee income as wealth management revenues are typically correlated to levels of AUC. Furthermore, the Company believes the boutique services offered by Trevett Capital Partners within its suite of wealth services broadens its business base and enhances its ability to further develop revenue sources. In addition, our professional farm management and brokerage services are entrusted to care and maximize value for landowners of prime farmland in Illinois.

Remittance processing revenue relates to our payment processing company, FirsTech. FirsTech’s revenue of $2.9 million for the three months ended September 30, 2015 increased $0.5 million compared to $2.4 million for the same period of 2014. The revenue of $8.4 million for the nine months ended September 30, 2015 increased $1.3 million compared to $7.1 million for the same period of 2014. The increases were primarily due to growth in electronic processing revenues, including online and mobile services. FirsTech adds important diversity to our revenue stream while widening our array of service offerings to larger commercial clients within our footprint and nationally.

Overall, service charges on deposit accounts combined with other service charges and fees increased to $4.9 million for the three month period ended September 30, 2015 as compared to $4.8 million for the same period of 2014. The category increased to $14.2 million for the nine months ended September 30, 2015 as compared to $13.7 million for the same period of 2014. Evolving regulation, product changes and changing behaviors by our client base may impact the revenue derived from charges on deposit accounts.

Gain on sales of loans increased to $1.5 million for the three month period ended September 30, 2015 compared to $1.3 million for the same period of 2014. For the nine month period ended September 30, 2015, gain on sales of loans increased to $4.8 million from $3.6 million in the comparable period of 2014, predominantly based on mortgage activity.

Other income of $1.2 million for the three month period ended September 30, 2015 increased $0.3 million compared to the same period in 2014 and increased $0.4 million to $3.3 million for the nine month period ended September 30, 2015, compared to the same period in 2014 across multiple revenue sources.

OTHER EXPENSE

(dollars in thousands)

	Three Months Ended September 30,										Nine Months Ended September 30,
	2015			2014			$ Change		% Change		2015			2014			$ Change			% Change
Compensation expense:
Salaries and wages	$	13,365		$	12,591		$	774	6.1	%	$	41,181		$	37,418		$	3,763		10.1	%
Employee benefits	2,352			2,263			89		3.9	%	7,215			7,542			(327		)	(4.3	)%
Total compensation expense	$	15,717		$	14,854		$	863	5.8	%	$	48,396		$	44,960		$	3,436		7.6	%
Net occupancy expense of Premises	$	2,090		$	2,086		$	4	0.2	%	$	6,496		$	6,384		$	112		1.8	%
Furniture and equipment Expenses	1,319			1,250			69		5.5	%	3,793			3,607			186			5.2	%
Data processing	3,082			2,600			482		18.5	%	9,843			8,099			1,744			21.5	%
Amortization of intangible Assets	807			701			106		15.1	%	2,384			2,181			203			9.3	%
Regulatory expense	610			503			107		21.3	%	1,813			1,559			254			16.3	%
Other	4,325			4,304			21		0.5	%	14,217			12,949			1,268			9.8	%
Total other expense	$	27,950		$	26,298		$	1,652	6.3	%	$	86,942		$	79,739		$	7,203		9.0	%

Income taxes	$	5,408		$	4,708		$	700	14.9	%	$	14,828		$	12,771		$	2,057		16.1	%
Effective rate on income taxes	33.7		%	34.1		%					34.4		%	33.7		%

Efficiency ratio	60.8		%	63.0		%					63.9		%	64.0		%
Full-time equivalent employees as of period-end	789			801

Total other expense of $28.0 million for the three month period ended September 30, 2015 increased by $1.7 million as compared to $26.3 million for the same period in 2014. Total other expense of $86.9 million for the nine month period ended September 30, 2015 increased by $7.2 million as compared to $79.7 million for the same period in 2014. Total other expense was influenced by the Herget Financial acquisition and other non-recurring expenses during the first quarter of 2015.

Total compensation expense of $15.7 million increased $0.9 million for the three month period ended September 30, 2015 as compared to the same period in 2014 and increased $3.4 million to $48.4 million for the nine month period ended September 30, 2015, as compared to the same period in 2014. The increase was due to higher commissions related to mortgage production, first quarter restructuring expenses, and an initial increase in the number of employees in connection with the Herget Financial acquisition. By the end of the third quarter of 2015, full-time equivalent employees had decreased to 789 from 801 at September 30, 2014.

Combined net occupancy expense of premises and furniture and equipment expenses of $3.4 million and $10.3 million for the three and nine month periods ended September 30, 2015, respectively, increased compared to the same periods in 2014. We continue to evaluate our operations for appropriate cost control measures while seeking improvements in service delivery to our customers.

Data processing expense for the three month period ended September 30, 2015 of $3.1 million increased from $2.6 million for the same period of 2014. Data processing expense totaled $9.8 million for the nine month period ended September 30, 2015, compared to $8.1 million for the same period of 2014. The increase was primarily due to non-recurring software conversion expenses related to the acquisition of Herget Financial. A portion of the increase was also related to supporting new sources of revenue growth at FirsTech.

Amortization of intangible assets increased for the three and nine month periods ended September 30, 2015, as compared to the same period in 2014 as a result of the January 8, 2015 Herget Financial acquisition.

Regulatory expense increased 21.3% and 16.3% for the three and nine month periods ended September 30, 2015, respectively, as compared to the same periods in 2014. On June 16, 2015, the FDIC issued a Notice of Proposed Rulemaking on proposed refinements to the deposit insurance assessment system for small insured depository institutions (generally, those institutions with less than $10 billion in total assets). The refinements would become operative the quarter after the reserve ratio of the Deposit Insurance Fund reaches 1.15%. The Company projects that the proposal would be favorable and decrease our annual cost of FDIC insurance.

Other expense of $4.3 million for the three month period ended September 30, 2015 was comparable to same period in 2014. Other expense of $14.2 million for the nine month period ended September 30, 2015 increased compared to $12.9 million for the same period in 2014. The nine month increase consisted primarily of costs related to restructuring initiatives which included a $0.7 million cost for premises impairment and other acquisition related expenses.

The effective rate on income taxes, or income taxes divided by income before taxes, of 33.7% and 34.4% for the three and nine months ended September 30, 2015, respectively, was lower than the combined federal and state statutory rate of approximately 40% due to fairly stable amounts of tax preferred interest income, such as municipal bond interest and bank owned life insurance income, accounting for a portion of our taxable income. As taxable income increases, we expect our effective tax rate to increase. Under current law, Illinois net operating loss carryover limitations expired in 2014 and the corporate income tax rate decreased as of January 1, 2015. The Company continues to monitor evolving state tax legislation and its potential impact on operations on an ongoing basis.

The efficiency ratio represents total other expense, less amortization charges, as a percentage of tax-equivalent net interest income plus other income, less security gains and losses. The efficiency ratio, which is a non-GAAP financial measure commonly used by management and the investment community in the banking industry, measures the amount of expense that is incurred to generate a dollar of revenue. The efficiency ratio of 60.8% for the three month period ended September 30, 2015 improved from 63.0% in the comparable period in 2014. The efficiency ratio for the first nine months of 2015 was 63.9%, an improvement from 64.0% for the same period of 2014. We will continue to examine appropriate avenues to improve efficiency, as a focus in future periods, with an emphasis on revenue growth.

FINANCIAL CONDITION

SIGNIFICANT BALANCE SHEET ITEMS

(dollars in thousands)

	September 30, 2015		December 31, 2014		$ Change			% Change
Assets
Securities, including available for sale and held to maturity	$	952,578	$	761,438	$	191,140		25.1	%
Loans, net, including loans held for sale	2,533,802		2,368,237		165,565			7.0	%

Total assets	$	3,863,565	$	3,665,607	$	197,958		5.4	%

Liabilities
Deposits:
Noninterest-bearing	$	677,791	$	666,607	$	11,184		1.7	%
Interest-bearing	2,432,739		2,234,241		198,498			8.9	%
Total deposits	$	3,110,530	$	2,900,848	$	209,682		7.2	%

Securities sold under agreements to repurchase	$	176,961	$	198,893	$	(21,932	)	(11.0	)%
Long-term debt	50,000		50,000		—			—	%

Total liabilities	$	3,419,337	$	3,231,968	$	187,369		5.8	%

Stockholders’ equity	$	444,228	$	433,639	$	10,589		2.4	%

Total assets increased by $198.0 million, or 5.4%, to $3.86 billion at September 30, 2015, as compared to $3.67 billion at December 31, 2014. Securities increased by $191.1 million, or 25.1%, at September 30, 2015, compared to December 31, 2014 as a result of the Herget Financial acquisition and deployment of cash into the securities portfolio. Total liabilities increased by $187.4 million, or 5.8%, to $3.42 billion at September 30, 2015 compared to $3.23 billion at December 31, 2014.

Stockholders’ equity increased to $444.2 million at September 30, 2015, as compared to $433.6 million at December 31, 2014. This increase was primarily the result of earnings in the first nine months of 2015, partially offset by dividends paid on preferred and common stock. Dividends paid on the preferred stock totaled $0.5 million for the nine months ended September 30, 2015 and 2014. Pending necessary regulatory approval, management expects that the Company will redeem the preferred stock in full in early 2016 due to the scheduled increase in the dividend rate at that time.

ASSET QUALITY

Loan Portfolio

Geographic distributions of loans by category were as follows:

	September 30, 2015
	Illinois		Florida		Indiana		Total
	(dollars in thousands)

Commercial	$	574,073	$	17,001	$	30,221	$	621,295
Commercial real estate	881,925		171,686		131,079		1,184,690
Real estate construction	53,869		14,472		35,527		103,868
Retail real estate	537,283		105,771		11,720		654,774
Retail other	15,434		953		—		16,387
Total	$	2,062,584	$	309,883	$	208,547	$	2,581,014

Less held for sale(1)							15,694
							$	2,565,320
Less allowance for loan losses							47,212
Net loans							$	2,518,108

(1) Loans held for sale are included in retail real estate.

	December 31, 2014
	Illinois		Florida		Indiana		Total
	(dollars in thousands)

Commercial	$	554,779	$	16,739	$	30,242	$	601,760
Commercial real estate	811,034		171,243		121,874		1,104,151
Real estate construction	60,994		17,950		28,110		107,054
Retail real estate	473,171		106,658		12,644		592,473
Retail other	9,690		562		—		10,252
Total	$	1,909,668	$	313,152	$	192,870	$	2,415,690

Less held for sale(1)							10,400
							$	2,405,290
Less allowance for loan losses							47,453
Net loans							$	2,357,837

(1) Loans held for sale are included in retail real estate.

The total loan portfolio, gross, as of September 30, 2015, increased $165.3 million from December 31, 2014; gross commercial balances (consisting of commercial, commercial real estate and real estate construction loans) increased $96.9 million from December 31, 2014. Loans held for sale increased by $5.3 million as of September 30, 2015 from December 31, 2014. Retail real estate and retail other, less loans held for sale, increased $63.1 million as of September 30, 2015 from December 31, 2014. Achieving growth through organic means while maintaining our strong commitment to credit quality remains a focus for us, and was supplemented during the first quarter of 2015 by the Herget Financial acquisition.

Allowance for Loan Losses

Our allowance for loan losses was $47.2 million, or 1.8% of loans, at September 30, 2015, compared to $47.5 million, or 2.0% of loans, at December 31, 2014.

Typically, when we move loans into non-accrual status, the loans are collateral dependent and charged down through the allowance for loan losses 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.

As of September 30, 2015, management believed the level of the allowance and coverage of non-performing loans to be appropriate based upon the information available. However, additional losses may be identified in our loan portfolio as new information is obtained. We may need to provide for additional loan losses in the future as management continues to identify potential problem loans and gains further information concerning existing problem loans.

Provision for Loan Losses

The provision for loan losses is a current charge against income and represents an amount which management believes is sufficient to maintain an appropriate allowance for known and probable losses in the loan portfolio. In assessing the appropriateness of the allowance for loan losses, management considers the size and quality of the loan portfolio measured against prevailing economic conditions, regulatory guidelines, historical loan loss experience and credit quality of the portfolio. When a determination is made by management to charge-off a loan balance, such write-off is charged against the allowance for loan losses.

We continue to attempt to identify problem loan situations on a proactive basis. Once problem loans are identified, adjustments to the provision for loan losses are made based upon all information available at that time. The provision reflects management’s analysis of additional allowance for loan losses necessary to cover probable losses in our loan portfolio.

As net charge-offs and non-performing loans trended lower, the provision for loan loss decreased to $0.6 million for the nine months of 2015 compared to $2.0 million in the same period of 2014.

Sensitive assets include non-accrual loans, loans on our classified loan reports and other loans identified as having more than reasonable potential for loss. Management reviews sensitive assets on at least a quarterly basis for changes in each applicable customer’s ability to pay and changes in valuation of underlying collateral in order to estimate probable losses. The majority of these loans are being repaid in conformance with their contracts.

Non-performing Loans

Loans are considered past due if the required principal and 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 provisions. 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 the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The following table sets forth information concerning non-performing loans as of each of the dates indicated:

	September 30, 2015			June 30, 2015			March 31, 2015			December 31, 2014
	(dollars in thousands)
Non-accrual loans	$	7,875		$	8,377		$	10,202		$	9,000
Loans 90+ days past due and still accruing	158			64			189			10
Total non-performing loans	$	8,033		$	8,441		$	10,391		$	9,010

OREO	$	84		$	310		$	315		$	216

Total non-performing assets	$	8,117		$	8,751		$	10,706		$	9,226

Allowance for loan losses	$	47,212		$	47,720		$	47,652		$	47,453
Allowance for loan losses to loans	1.8		%	1.9		%	1.9		%	2.0		%
Allowance for loan losses to non-performing loans	587.7		%	565.3		%	458.6		%	526.7		%
Non-performing loans to loans, before allowance for loan losses	0.3		%	0.3		%	0.4		%	0.4		%
Non-performing loans and OREO to loans, before allowance for loan losses	0.3		%	0.3		%	0.4		%	0.4		%

Total non-performing assets were $8.1 million at September 30, 2015, compared to $8.8 million at June 30, 2015. The 2015 totals reflect the post-combination results of acquiring Herget Financial. Asset quality metrics remain dependent upon market-specific economic conditions, and specific measures may fluctuate from quarter to quarter.

Potential Problem Loans

Potential problem loans are those loans which are not categorized as impaired, restructured, non-accrual or 90+ days past due, but where current information indicates that the borrower may not be able to comply with present loan repayment terms. Management assesses the potential for loss on such loans as it would with other problem loans and has considered the effect of any potential loss in determining its provision for probable loan losses. Potential problem loans totaled $40.7 million at September 30, 2015, compared to $30.9 million at December 31, 2014. We do not believe the potential losses associated with these potential problem loans will be as great as seen in the past. 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, 2015, management identified no other loans that represent or result from trends or uncertainties which management reasonably expected to materially impact future operating results, liquidity or capital resources. As of September 30, 2015, management was not aware of any information about any other credits which caused management to have serious doubts as to the ability of such borrower(s) to comply with the loan repayment terms.

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, if needed, federal funds sold. The balances of these assets are dependent on the Company’s operating, investing, lending, and financing activities during any given period.

First Busey’s primary sources of funds consist of deposits, investment cash flows and sales, loan principal repayments, and capital funds. Additional liquidity is provided by repurchase agreements, the ability to borrow from the Federal Reserve and the Federal Home Loan Bank (“FHLB”), and brokered deposits. Management intends to satisfy long-term liquidity needs primarily through retention of capital funds.

During 2014, as part of our ongoing balance sheet strategy, the Company took on a modest level of long-term debt taking advantage of low interest rates and attractive funding options by executing $50.0 million in FHLB discount note indexed advances. The variable rate notes range in maturity from five to ten years with options to prepay at par prior to maturity.

As of September 30, 2015, 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

At September 30, 2015, the Company had outstanding standby letters of credit of $15.7 million and commitments to extend credit of $586.4 million to its customers. Since these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment level does not necessarily represent future cash requirements. These commitments are made in the ordinary course of business to meet the financing needs of the Company’s customers. As of September 30, 2015, no amounts were recorded as liabilities for the Company’s potential obligations under these commitments.

CAPITAL RESOURCES

Our capital ratios are in excess of those required to be considered “well-capitalized” pursuant to applicable regulatory guidelines at both the consolidated level and at the Bank. 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. The guidelines require bank holding companies and their subsidiary banks to maintain a total capital to total risk-weighted asset ratio of not less than 8.00%, Tier 1 capital to total risk-weighted asset ratio of not less than 6.00%, Common Equity Tier 1 capital to total risk-weighted asset ratio of not less than 4.50% and a Tier 1 leverage ratio of not less than 4.00%. As of September 30, 2015, we had a total capital to total risk-weighted asset ratio of 17.07%, a Tier 1 capital to risk-weighted asset ratio of 15.80%, Common Equity Tier 1 capital to risk-weighted asset ratio of 11.52% and a Tier 1 leverage ratio of 11.81%; the Bank had ratios of 15.40%, 14.13%, 14.13% and 10.59%, respectively.

FORWARD LOOKING STATEMENTS

Statements made in this report, 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 the financial condition, results of operations, plans, objectives, future performance and business of First Busey. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of First Busey’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 and national economy; (ii) the economic impact of any future terrorist threats or attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning First Busey’s general business (including the impact of the Dodd-Frank Act and the extensive regulations to be promulgated thereunder, as well as the Basel III Rules); (iv) changes in interest rates and prepayment rates of First Busey’s assets; (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 employees; (viii) changes in consumer spending; (ix) unexpected results of acquisitions, including the acquisition of Herget Financial; (x) unexpected outcomes of existing or new litigation involving First Busey; (xi) changes in accounting policies and practices; and (xii) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, and blizzards. 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 its business, including additional factors that could materially affect its financial results, is included in First Busey’s filings with the Securities and Exchange Commission.

CRITICAL ACCOUNTING ESTIMATES

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, estimates 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.

Our significant accounting policies are described in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The majority of these accounting policies do not require management to make difficult, subjective or complex judgments or estimates or the variability of the estimates is not material. However, the following policies could be deemed critical:

Fair Value of Investment Securities. Securities are classified as held to maturity when First Busey has the ability and management has the positive intent to hold those securities to maturity. Accordingly, they are stated at cost, adjusted for amortization of premiums and accretion of discounts. First Busey had $49.8 million of securities classified as held to maturity at September 30, 2015. First Busey had no securities classified as trading at September 30, 2015. Securities are classified as available for sale when First Busey may decide to sell those securities due to changes in market interest rates, liquidity needs, changes in yields on alternative investments, and for other reasons. They are carried at fair value with unrealized gains and losses, net of taxes, reported in other comprehensive income. As of September 30, 2015, First Busey had $902.8 million of securities classified as available for sale. For equity securities, unadjusted quoted prices in active markets for identical assets are utilized to determine fair value at the measurement date. For all other securities, we obtain fair value measurements from an independent pricing service. The fair value measurements consider 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. Due to the limited nature of the market for certain securities, the fair value and potential sale proceeds could be materially different in the event of a sale.

Realized securities gains or losses are reported in security gains (losses), net in the Consolidated Statements of Income. The cost of securities sold is based on the specific identification method. Declines in the fair value of available for sale securities below their amortized cost are evaluated to determine whether the loss is temporary or other-than-temporary. If the Company (a) has the intent to sell a debt security or (b) will more-likely-than-not be required to sell the debt security before its anticipated recovery, then the Company recognizes the entire unrealized loss in earnings as an other-than-temporary loss. If neither of these conditions are met, the Company evaluates whether a credit loss exists. The impairment is separated into the amount of the total impairment related to the credit loss and the amount of total impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings, and the amount related to all other factors is recognized in other comprehensive income.

The Company also evaluates whether the decline in fair value of an equity security is temporary or other-than-temporary. In determining whether an unrealized loss on an equity security is temporary or other-than-temporary, management considers various factors including the magnitude and duration of the impairment, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to hold the equity security to forecasted recovery.

Allowance for Loan Losses. First Busey has established an allowance for loan losses which represents its estimate of the probable losses inherent in the loan portfolio as of the date of the financial statements and reduces the total loans outstanding by an estimate of uncollectible loans. Loans deemed uncollectible are charged against and reduce the allowance. A provision for loan losses is charged to current expense. This provision acts to replenish the allowance for loan losses and to maintain the allowance at a level that management deems adequate.

To determine the adequacy of the allowance for loan losses, a formal analysis is completed quarterly to assess the risk within the loan portfolio. This assessment is reviewed by senior management of Busey Bank and the Company. The analysis includes a review of historical performance, dollar amount and trends of past due loans, dollar amount and trends in non-performing loans, certain impaired loans, and loans identified as sensitive assets. Sensitive assets include non-accrual loans, past-due loans, loans on First Busey’s watch loan reports and other loans identified as having probable potential for loss.

The allowance consists of specific and general components. The specific component considers loans that are classified as impaired. For such loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying amount of that loan. The general component covers non-classified loans and classified loans not considered impaired, and is based on historical loss experience adjusted for qualitative factors. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss experience.

A loan is considered to be impaired when, based on current information and events, it is probable First Busey will not be able to collect all principal and interest amounts due according to the contractual terms of the loan agreement. When a loan becomes impaired, management generally calculates the impairment based on the present value of expected future cash flows discounted at the loan’s effective interest rate. If the loan is collateral dependent, the fair value of the collateral is used to measure the amount of impairment. The amount of impairment and any subsequent changes are recorded through a charge to the provision for loan losses. For collateral dependent loans, First Busey has determined the required allowance on these loans based upon the estimated fair value, net of selling costs, of the applicable collateral. The required allowance or actual losses on these impaired loans could differ significantly if the ultimate fair value of the collateral is significantly different from the fair value estimates used by First Busey in estimating such potential losses.

Deferred Taxes. We have maintained significant net deferred tax assets for deductible temporary differences, the largest of which relates to the State of Illinois net operating loss carryforward and the allowance for loan losses. For income tax return purposes, only actual charge-offs are deductible, not the provision for loan losses. Under generally accepted accounting principles, a valuation allowance is required to be recognized if it is more-likely-than-not that the deferred tax asset will not be realized. The determination of the recoverability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, the forecasts of future income, applicable tax planning strategies, and assessments of the current and future economic and business conditions. We consider both positive and negative evidence regarding the ultimate recoverability of our deferred tax assets. Positive evidence includes available tax planning strategies and the probability that taxable income will continue to be generated in future periods, as it was in periods since March 31, 2010, while negative evidence includes a cumulative loss in 2009 and 2008 and certain business and economic trends. We evaluated the recoverability of our net deferred tax assets and established a valuation allowance for certain state net operating loss and credit carryforwards that are not expected to be fully realized. Management believes that it is more-likely-than-not that the other deferred tax assets included in the accompanying consolidated financial statements will be fully realized. We determined that no valuation allowance was required for any other deferred tax assets as of September 30, 2015, although there is no guarantee that those assets will be recognizable in future periods.

We assess the likelihood that any deferred tax assets will be realized through the reduction of taxes in future periods and establish a valuation allowance for those assets for which recovery is not more-likely-than-not. In making this assessment, we must make judgments and estimates regarding the ability to realize the asset through the future reversal of existing taxable temporary differences, future taxable income, and the possible application of future tax planning strategies. The Company’s evaluation gave consideration to the fact that all net operating loss carrybacks have been utilized. Therefore, utilization of net operating loss carryforwards are dependent on implementation of tax strategies and continued profitability.

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 the 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.

The Bank has an asset-liability committee which meets at least quarterly to review current market conditions and attempts to structure the Bank’s balance sheet to ensure stable net interest income despite potential changes in interest rates with all other variables constant.

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 year-one time horizon and a year-two time horizon, and net interest income is calculated under current market rates and then assuming permanent instantaneous shifts of +/-100, +/-200, +/-300 and +/-400 basis points. Management measures such changes assuming immediate and sustained shifts in the federal funds rate and other market rate indices and the 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. The model assumes assets and liabilities remain constant at the measurement date balances. The model uses repricing frequency on all variable-rate assets and liabilities. Prepayment speeds on loans have been adjusted to incorporate expected prepayment speeds in both a declining and rising rate environment. As of September 30, 2015 and December 31, 2014, due to the current low interest rate environment, a downward adjustment in federal fund rates was not meaningful.

Utilizing this measurement concept, the interest rate risk of First Busey due to an immediate and sustained change 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
	-400	-300	-200	-100	+100		+200		+300		+400

September 30, 2015	NA	NA	NA	NA	(3.14	)%	(6.36	)%	(9.78	)%	(13.48	)%

December 31, 2014	NA	NA	NA	NA	(2.47	)%	(5.10	)%	(8.09	)%	(11.35	)%

	Year-Two: Basis Point Changes
	-400	-300	-200	-100	+100		+200		+300		+400

September 30, 2015	NA	NA	NA	NA	0.21	%	0.09	%	(0.48	)%	(1.68	)%

December 31, 2014	NA	NA	NA	NA	0.46	%	0.43	%	(0.17	)%	(1.31	)%

The risk is monitored and managed within approved policy limits. The calculation of potential effects of hypothetical interest rate changes was based on numerous assumptions and should not be relied upon as indicative of actual results. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management strategies. The above results do not take into account any management action to mitigate potential risk.

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was carried out as of September 30, 2015, 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, 2015, 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 is (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 quarter ended September 30, 2015, First Busey did not make any changes in its internal control over financial reporting or other factors that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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 Item 1A of Part I of the Company’s 2014 Annual Report on Form 10-K.

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 and replaced the prior repurchase plan that was originally approved in 2008.

The following table sets forth information for the quarter ended September 30, 2015 with respect to our repurchases of our outstanding common shares:

	Total Number of Shares Purchased	Average Price Paid per Share		Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2015 — July 31, 2015	—	$	—	—	666,667
August 1, 2015 — August 31, 2015	37,133	19.13		37,133	629,534
September 1, 2015 — September 30, 2015	296,200	18.86		296,200	333,334
Total	333,333	$	18.89	333,333

ITEM 3. DEFAULTS UPON SENIOR SECURITES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

(a) None.

(b) None.

ITEM 6. EXHIBITS

*3.1		Amended and Restated Articles of Incorporation of First Busey Corporation, together with: (i) the Certificate of Amendment to Articles of Incorporation, dated July 31, 2007; (ii) the Certificate of Amendment to Articles of Incorporation, dated December 3, 2009; (iii) the Certificate of Amendment to Articles of Incorporation, dated May 21, 2010; (iv) the Certificate of Designation for Senior Non-Cumulative Perpetual Preferred Stock, Series C, dated August 23, 2011; and (v) the Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, dated September 8, 2015.

*31.1		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a).

*31.2		Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a).

*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 the Company’s Chief Executive Officer.

*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 the Company’s Chief Financial Officer.

*101		Interactive Data File

		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets at September 30, 2015 and December 31, 2014; (ii) Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014; (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014; (iv) Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2015 and 2014; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014; and (vi) Notes to Unaudited Consolidated Financial Statements.

*Filed herewith

SIGNATURES

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

FIRST BUSEY CORPORATION

(Registrant)

	By:	/s/ VAN A. DUKEMAN
		Van A. Dukeman President and Chief Executive Officer (Principal executive officer)

	By:	/s/ ROBIN N. ELLIOTT
		Robin N. Elliott Chief Financial Officer (Principal financial and accounting officer)

Date: November 6, 2015

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

FIRST BUSEY CORPORATION

First. The name of the corporation (hereinafter called the Corporation) is:

FIRST BUSEY CORPORATION

Second. The address of the Corporation’s Registered Office in the State of Nevada is 3800 Howard Hughes Parkway, 7th Floor, Las Vegas, Nevada, County of Clark, 89109. The name of the Corporation’s Registered Agent at such address is Kummer, Kaempfer, Bonner and Renshaw.

Third. The nature of the business purposes of the corporation is as follows: To engage in any lawful act or activity for which Corporations may be organized under the Nevada Revised Statutes.

Fourth.

A. Classes and Number of Shares. The total number of shares of all classes of stock the Corporation shall have authority to issue is 41,000,000 shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have authority to issue are as follows

1. 40,000,000 shares of Common Stock, $.001 per value per share.

2. 1,000,000 shares of Preferred Stock, $.001 par value per share.

B. Powers and Rights of Common Stock.

1. Voting Rights and Powers. With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of the common Stock shall be entitled to cast thereon (1) vote in person or by proxy for each share of the common Stock standing in his name.

2. Dividends and Distributions.

a. Cash Dividends. When cash dividends may be declared by the Board of Directors, and for purposes of calculating the cash dividend to be paid on shares of the Common Stock, the amount of the cash dividend declared and payable on shares of the Common Stock, determined in accordance with this provision, may be rounded up to the next highest half cent or fraction thereof.

b. Other Dividends and Distributions. Each share of the Common Stock shall be equal in respect of rights to dividends (other than cash) and distributions, when and as declared, in the form of stock or other property of the Corporation, except that in the case of dividends or other distributions

payable in stock of the Corporation, including distributions pursuant to stock split-ups or divisions, only shares of the Common Stock shall be distributed with respect to the Common Stock.

3. Other Rights. Except as otherwise required by the Nevada Revised Statues, or as otherwise provided in the Articles of Incorporation, each share of the common Stock shall have identical powers, preferences and rights, including rights in liquidation.

4. Issuance of the Common Stock. The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all of the authorized but unissued shares of the Common Stock for such purposes, in such amounts, to such persons, corporations or entities, for such consideration, all as the Board of Directors at its discretion may determine and without any vote or other action by the stockholders, except as otherwise required by law. The Board of Directors may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock dividend or split-up of the shares of the common Stock only to the then holders of the outstanding shares of the Common Stock.

C. Powers and Rights of Preferred Stock.

1. Shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration as the Board of Directors may determine. Each such series shall be given a distinguishing designation. All shares of any one series shall have preferences, limitations and relative rights identical with those of other shares of the same series and except to the extent otherwise provided in the description of such series, with those of other shares of Preferred Stock.

2. Authority is hereby expressly granted to the Board of Directors to fix from time to time, by resolution or resolutions providing for the establishment and/or issuance of any series of Preferred Stock, the designation of such series and the preferences, limitations and relative rights of the shares of such series, including the following:

a. The distinctive designation and number of shares comprising such series, which number may) except as otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the Board of Directors;

b. The voting rights, if any which shares of the series shall have, which may be special, conditional, limited or otherwise;

c. The rate of dividends, if any, on the shares of the series, whether dividends shall be non-cumulative, cumulative to the extent earned, partially cumulative or cumulative (and, if cumulative, from which date to dates), whether dividends shall be payable in cash, property or rights, or in shares of the Corporation’s capital stock, and the relative rights of priority, if any, of payment of dividends

on shares of the series over shares of any other series or over the Common Stock;

d. Whether the shares of the series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, the event or events upon or after which they shall be redeemable, whether they shall be redeemable at the option of the Corporation, the stockholder or another person, the amount per share payable in case of redemption (which amount may vary under different conditions and at different redemption dates), whether such amount shall be a designated amount or an amount determined in accordance with a designated formula or by reference to extrinsic date or events and whether such amount shall be paid in cash, indebtedness, securities or other property or rights, including securities of any other corporation;

e. Whether that series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms of the amounts payable into such sinking fund;

f. The rights to which the holders of the shares of the series shall be entitled in the event of voluntary or involuntary dissolution or liquidation of the Corporation, and the relative rights of priority, if any, of payment of shares of that series over shares of any other series or over the Common Stock in any such event;

g. Whether the shares of the series shall be convertible into or exchangeable for cash, shares of stock of any other class or any other series, indebtedness, or other property or rights, including securities of another corporation, and, if so, the terms and conditions of such conversion or exchange, including the rate or rates of conversion or exchange, and whether such rate shall be a designated amount or an amount determined in accordance with a designated formula or by reference to extrinsic date or events, the date or dates upon or after which they shall be convertible or exchangeable, the during for which they shall be convertible or exchangeable, the event or events upon or after which they shall be convertible or exchangeable, and whether they shall be convertible or exchangeable at the option of the Corporation, the stockholder or another person, and the method (if any) of adjusting the rate of conversion or exchange in the event of a stock split, sock dividend, combination of shares or similar event;

h. Whether the issuance of any additional shares of such series, or of any shares of any other series, shall be subject to restrictions as to issuance, or as to the powers, preferences or rights of any such other series; and

i. Any other preferences, privileges and powers and relative, participating, optional or other special rights and qualifications, limitations or

restrictions of such series, as the Board of Directors may deem advisable and as shall not inconsistent with the provisions of this Article and the full extent now or hereafter permitted by the law of the State of Nevada.

Fifth. The number of directors shall be fixed by, or in the manner provided in, the By-laws.

Sixth. The Corporation shall have perpetual existence.

Seventh. The stockholders, officers, or directors of the Corporation shall not be personally liable for the payment of the Corporation’s debts except as they may be liable by reason of their own conduct or acts.

Eighth. The Board of Directors is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation, subject to the power of the stockholders of the Corporation, to alter or repeal any By-Laws of the Corporation.

Ninth. The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in the Articles of Incorporation and add or insert any other provision authorized by the laws of the State of Nevada in the manner now or hereafter prescribed by law. All rights, preferences or privileges of whatever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to these Articles of Incorporation in its present form or as hereafter amended are granted subject to the rights now reserved in this Article.

Tenth. No director or officer shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty, provided that this Section shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) the payment of distributions in violation of Section 78.300 of the Nevada Revised Statutes.

Eleventh. Meetings of stockholders may be held within or without the State of Nevada, as the By-Laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Nevada at such place or places as my be designated from time to time by the Board of Directors or in the By-Laws of the Corporation, except as otherwise required by the Nevada Revised Statues. Election of directors need not be by written ballot unless the By-Laws of the Corporation so provide.

Twelfth. The Corporation expressly elects not to be governed by Sections 78.411-78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended or supplemented from time to time

Thirteenth. The corporation shall, to the fullest extent permitted by Section 78.751 of the Nevada Revised Statutes, as the same may be amended or supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said Section 78.751, and the indemnification provided for herein shall not be deemed exclusive

of any other rights to which those indemnified may be entitled under any By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in this or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

FIRST BUSEY CORPORATION

(JULY 31, 2007)

PARAGRAPH A OF ARTICLE FOURTH of the Articles of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

Fourth.

A. Classes and Number of Shares. The total number of shares of all classes of stock the Corporation shall have authority to issue is 61,000,000 shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have authority to issue are as follows:

1. 60,000,000 shares of Common Stock, $0.001 par value per share.

2. 1,000,000 shares of Preferred Stock, $0.001 par value per share.

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

FIRST BUSEY CORPORATION

(DECEMBER 3, 2009)

PARAGRAPH A OF ARTICLE FOURTH of the Articles of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

Fourth.

A. Classes and Number of Shares. The total number of shares of all classes of stock the Corporation shall have authority to issue is 101,000,000 shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have authority to issue are as follows:

1. 100,000,000 shares of Common Stock, $0.001 par value per share.

2. 1,000,000 shares of Preferred Stock, $0.001 par value per share.

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

FIRST BUSEY CORPORATION

(MAY 21, 2010)

PARAGRAPH A OF ARTICLE FOURTH of the Articles of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

Fourth.

A. Classes and Number of Shares. The total number of shares of all classes of stock the Corporation shall have authority to issue is 201,000,000 shares. The classes and the aggregate number of shares of stock of each class which the Corporation shall have authority to issue are as follows:

1. 200,000,000 shares of Common Stock, $0.001 par value per share.

2. 1,000,000 shares of Preferred Stock, $0.001 par value per share.

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Designation For Nevada Profit Corporations (Pursuant to NRS 78.1955) 1. Name of corporation: First Busey Corporation 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. A series of Preferred Stock, $0.001 par value per share, of First Busey Corporation (the “Corporation”) be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as set forth on Exhibit A attached hereto. 3. Effective date of filing: (optional) (must not be later than 90 days after the certificate is filed) 4. Signature: (required) X Signature of Officer Van A. Dukeman President and CEO Filing Fee: $175.00 IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees. Nevada Secretary of State Stock Designation Revised: 3-6-09

CERTIFICATE OF DESIGNATION
OF
SENIOR NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C
OF
FIRST BUSEY CORPORATION

First Busey Corporation, a corporation organized and existing under the laws of the State of Nevada (the “Issuer”), in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes, does hereby certify:

The board of directors of the Issuer (the “Board of Directors”) or an applicable committee of the Board of Directors, in accordance with the certificate of incorporation and the bylaws of the Issuer and applicable law, adopted the following resolution on August 19, 2011 creating a series of 72,664 shares of Preferred Stock of the Issuer designated as “Senior Non-Cumulative Perpetual Preferred Stock, Series C”.

RESOLVED, that pursuant to the provisions of the certificate of incorporation and the bylaws of the Issuer and applicable law, a series of Preferred Stock, par value $0.001 per share, of the Issuer be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the “Senior Non-Cumulative Perpetual Preferred Stock, Series C” (the “Designated Preferred Stock”). The authorized number of shares of Designated Preferred Stock shall be 72,664.

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designation to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions. The following terms are used in this Certificate of Designation (including the Standard Provisions in Schedule A hereto) as defined below:

(a) “Common Stock” means the common stock, par value $0.001 per share, of the Issuer.

(b) “Definitive Agreement” means that certain Securities Purchase Agreement by and between Issuer and Treasury, dated as of the Signing Date.

(c) “Junior Stock” means the Common Stock, and any other class or series of stock of the Issuer the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend and redemption rights and/or as to rights on liquidation, dissolution or winding up of the Issuer.

BA0.278967

SBLF Participant No. 0372

(d) “Liquidation Amount” means $1,000 per share of Designated Preferred Stock.

(e) “Minimum Amount” means (i) the amount equal to twenty-five percent (25%) of the aggregate Liquidation Amount of Designated Preferred Stock issued on the Original Issue Date or (ii) all of the outstanding Designated Preferred Stock, if the aggregate liquidation preference of the outstanding Designated Preferred Stock is less than the amount set forth in the preceding clause (i).

(f) “Parity Stock” means any class or series of stock of the Issuer (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Issuer (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “Signing Date” means August 25, 2011.

(h) “Treasury” means the United States Department of the Treasury and any successor in interest thereto.

Part 4. Certain Voting Matters. Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, First Busey Corporation has caused this Certificate of Designation to be signed by Van A. Dukeman, its President and CEO, this 25th day of August.

First Busey Corporation


By:	/s/ Van A. Dukeman
	Name:	Van A. Dukeman
	Title:	President and CEO

Schedule A

STANDARD PROVISIONS

Section 1. General Matters. Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designation. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer, as set forth below.

Section 2. Standard Definitions. As used herein with respect to Designated Preferred Stock:

(a) “Acquiror,” in any Holding Company Transaction, means the surviving or resulting entity or its ultimate parent in the case of a merger or consolidation or the transferee in the case of a sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole.

(b) “Affiliate” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any person, means the possession, directly or indirectly through one or more intermediaries, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities by contract or otherwise.

(d) “Appropriate Federal Banking Agency” means the “appropriate Federal banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(e) “Bank Holding Company” means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

(f) “Baseline” means the “Initial Small Business Lending Baseline” set forth on the Initial Supplemental Report (as defined in the Definitive Agreement), subject to adjustment pursuant to Section 3(a).

(g) “Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Issuer’s stockholders.

A-1

(h) “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York or the District of Columbia generally are authorized or required by law or other governmental actions to close.

(i) “Bylaws” means the bylaws of the Issuer, as they may be amended from time to time.

(j) “Call Report” has the meaning set forth in the Definitive Agreement.

(k) “Certificate of Designation” means the Certificate of Designation or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(l) “Charge-Offs” means the net amount of loans charged off by the Issuer or, if the Issuer is a Bank Holding Company or a Savings and Loan Holding Company, by the IDI Subsidiary(ies) during quarters that begin on or after the Signing Date, determined as follows:

(i) if the Issuer or the applicable IDI Subsidiary is a bank, by subtracting (A) the aggregate dollar amount of recoveries reflected on line RIAD4605 of its Call Reports for such quarters from (B) the aggregate dollar amount of charge-offs reflected on line RIAD4635 of its Call Reports for such quarters (without duplication as a result of such dollar amounts being reported on a year-to-date basis); or

(ii) if the Issuer or the applicable IDI Subsidiary is a thrift, by subtracting (A) the sum of the aggregate dollar amount of recoveries reflected on line VA140 of its Call Reports for such quarters and the aggregate dollar amount of adjustments reflected on line VA150 of its Call Reports for such quarters from (B) the aggregate dollar amount of charge-offs reflected on line VA160 of its Call Reports for such quarters.

(m) “Charter” means the Issuer’s certificate or articles of incorporation, articles of association, or similar organizational document.

(n) “CPP Lending Incentive Fee” has the meaning set forth in Section 3(e).

(o) “Current Period” has the meaning set forth in Section 3(a)(i)(2).

(p) “Dividend Payment Date” means January 1, April 1, July 1, and October 1 of each year.

(q) “Dividend Period” means the period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date; provided, however, the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date (the “Initial Dividend Period”).

(r) “Dividend Record Date” has the meaning set forth in Section 3(b).

A-2

(s) “Dividend Reference Period” has the meaning set forth in Section 3(a)(i)(2).

(t) “GAAP” means generally accepted accounting principles in the United States.

(u) “Holding Company Preferred Stock” has the meaning set forth in Section 7(c)(v).

(v) “Holding Company Transaction” means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

(w) “IDI Subsidiary” means any Issuer Subsidiary that is an insured depository institution.

(x) “Increase in QSBL” means:

(i) with respect to the first (1st) Dividend Period, the difference obtained by subtracting (A) the Baseline from (B) QSBL set forth in the Initial Supplemental Report (as defined in the Definitive Agreement); and

(ii) with respect to each subsequent Dividend Period, the difference obtained by subtracting (A) the Baseline from (B) QSBL for the Dividend Reference Period for the Current Period.

(y) “Initial Dividend Period” has the meaning set forth in the definition of “Dividend Period”.

(z) “Issuer Subsidiary” means any subsidiary of the Issuer.

(aa) “Liquidation Preference” has the meaning set forth in Section 4(a).

(bb) “Non-Qualifying Portion Percentage” means, with respect to any particular Dividend Period, the percentage obtained by subtracting the Qualifying Portion Percentage from one (1).

A-3

(cc) “Original Issue Date” means the date on which shares of Designated Preferred Stock are first issued.

(dd) “Percentage Change in QSBL” has the meaning set forth in Section 3(a)(ii).

(ee) “Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

(ff) “Preferred Director” has the meaning set forth in Section 7(c).

(gg) “Preferred Stock” means any and all series of preferred stock of the Issuer, including the Designated Preferred Stock.

(hh) “Previously Acquired Preferred Shares” has the meaning set forth in the Definitive Agreement.

(ii) “Private Capital” means, if the Issuer is Matching Private Investment Supported (as defined in the Definitive Agreement), the equity capital received by the Issuer or the applicable Affiliate of the Issuer from one or more non-governmental investors in accordance with Section 1.3(m) of the Definitive Agreement.

(jj) “Publicly-traded” means a company that (i) has a class of securities that is traded on a national securities exchange and (ii) is required to file periodic reports with either the Securities and Exchange Commission or its primary federal bank regulator.

(kk) “Qualified Small Business Lending” or “QSBL” means, with respect to any particular Dividend Period, the “Quarter-End Adjusted Qualified Small Business Lending” for such Dividend Period set forth in the applicable Supplemental Report.

(ll) “Qualifying Portion Percentage” means, with respect to any particular Dividend Period, the percentage obtained by dividing (i) the Increase in QSBL for such Dividend Period by (ii) the aggregate Liquidation Amount of then-outstanding Designated Preferred Stock.

(mm) “Savings and Loan Holding Company” means a company registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467a(b) and the regulations of the Office of Thrift Supervision promulgated thereunder.

(nn) “Share Dilution Amount” means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

(oo) “Signing Date Tier 1 Capital Amount” means $307,662,000.

A-4

(pp) “Standard Provisions” mean these Standard Provisions that form a part of the Certificate of Designation relating to the Designated Preferred Stock.

(qq) “Supplemental Report” means a Supplemental Report delivered by the Issuer to Treasury pursuant to the Definitive Agreement.

(rr) “Tier 1 Dividend Threshold” means, as of any particular date, the result of the following formula:

( ( A + B – C ) * 0.9 ) – D

where:

A = Signing Date Tier 1 Capital Amount;

B = the aggregate Liquidation Amount of the Designated Preferred Stock issued to Treasury;

C = the aggregate amount of Charge-Offs since the Signing Date; and

D = (i) beginning on the first day of the eleventh (11th) Dividend Period, the amount equal to ten percent (10%) of the aggregate Liquidation Amount of the Designated Preferred Stock issued to Treasury as of the Effective Date (without regard to any redemptions of Designated Preferred Stock that may have occurred thereafter) for every one percent (1%) of positive Percentage Change in Qualified Small Business Lending between the ninth (9th) Dividend Period and the Baseline; and

(ii) zero (0) at all other times.

(ss) “Voting Parity Stock” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Section 7(d) of these Standard Provisions that form a part of the Certificate of Designation, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends.

(a) Rate.

(i) The “Applicable Dividend Rate” shall be determined as follows:

(1) With respect to the Initial Dividend Period, the Applicable Dividend Rate shall be five percent (5.0%).

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(2) With respect to each of the second (2nd) through the tenth (10th) Dividend Periods, inclusive (in each case, the “Current Period”), the Applicable Dividend Rate shall be:

(A) (x) the applicable rate set forth in column “A” of the table in Section 3(a)(iii), based on the Percentage Change in QSBL between the Dividend Period that was two Dividend Periods prior to the Current Period (the “Dividend Reference Period”) and the Baseline, multiplied by (y) the Qualifying Portion Percentage; plus

(B) (x) five percent (5%) multiplied by (y) the Non-Qualifying Portion Percentage.

In each such case, the Applicable Dividend Rate shall be determined at the time the Issuer delivers a complete and accurate Supplemental Report to Treasury with respect to the Dividend Reference Period.

(3) With respect to the eleventh (11th) through the eighteenth (18th) Dividend Periods, inclusive, and that portion of the nineteenth (19th) Dividend Period prior to, but not including, the four and one half (4½) year anniversary of the Original Issue Date, the Applicable Dividend Rate shall be:

(A) (x) the applicable rate set forth in column “B” of the table in Section 3(a)(iii), based on the Percentage Change in QSBL between the ninth (9th) Dividend Period and the Baseline, multiplied by (y) the Qualifying Portion Percentage, calculated as of the last day of the ninth (9th) Dividend Period; plus

(B) (x) five percent (5%) multiplied by (y) the Non-Qualifying Portion Percentage, calculated as of the last day of the ninth (9th) Dividend Period.

In such case, the Applicable Dividend Rate shall be determined at the time the Issuer delivers a complete and accurate Supplemental Report to Treasury with respect to the ninth (9th) Dividend Period.

(4) With respect to (A) that portion of the nineteenth (19th) Dividend Period beginning on the four and one half (4½) year anniversary of the Original Issue Date and (B) all Dividend Periods thereafter, the Applicable Dividend Rate shall be nine percent (9%).

(5) Notwithstanding anything herein to the contrary, if the Issuer fails to submit a Supplemental Report that is due during any of the second (2nd) through tenth (10th)

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Dividend Periods on or before the sixtieth (60th) day of such Dividend Period, the Issuer’s QSBL for the Dividend Period that would have been covered by such Supplemental Report shall be zero (0) for purposes hereof.

(6) Notwithstanding anything herein to the contrary, but subject to Section 3(a)(i)(5) above, if the Issuer fails to submit the Supplemental Report that is due during the tenth (10th) Dividend Period, the Issuer’s QSBL shall be zero (0) for purposes of calculating the Applicable Dividend Rate pursuant to Section 3(a)(i)(3) and (4). The Applicable Dividend Rate shall be re-determined effective as of the first day of the calendar quarter following the date such failure is remedied, provided it is remedied prior to the four and one half (4½) anniversary of the Original Issue Date.

(7) Notwithstanding anything herein to the contrary, if the Issuer fails to submit any of the certificates required by Sections 3.1(d)(ii) or 3.1(d)(iii) of the Definitive Agreement when and as required thereby, the Issuer’s QSBL for the shall be zero (0) for purposes of calculating the Applicable Dividend Rate pursuant to Section 3(a)(i)(2) or (3) above until such failure is remedied.

(ii) The “Percentage Change in Qualified Lending” between any given Dividend Period and the Baseline shall be the result of the following formula, expressed as a percentage:

(

( QSBL for the Dividend Period – Baseline )

)

x 100

Baseline

(iii) The following table shall be used for determining the Applicable Dividend Rate:

	The Applicable Dividend Rate shall be:
If the Percentage Change in Qualified Lending is:	Column “A” (each of the 2nd – 10th Dividend Periods)	Column “B” (11th – 18th, and the first part of the 19th, Dividend Periods)
0% or less	5%	7%
More than 0%, but less than 2.5%	5%	5%
2.5% or more, but less than 5%	4%	4%
5% or more, but less than 7.5%	3%	3%
7.5% or more, but less than 10%	2%	2%
10% or more	1%	1%

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(iv) If the Issuer consummates a Business Combination, a purchase of loans or a purchase of participations in loans and the Designated Preferred Stock remains outstanding thereafter, then the Baseline shall thereafter be the “Quarter-End Adjusted Small Business Lending Baseline” set forth on the Quarterly Supplemental Report (as defined in the Definitive Agreement).

(b) Payment. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends with respect to:

(i) each Dividend Period (other than the Initial Dividend Period) at a rate equal to one-fourth (¼) of the Applicable Dividend Rate with respect to each Dividend Period on the Liquidation Amount per share of Designated Preferred Stock, and no more, payable quarterly in arrears on each Dividend Payment Date; and

(ii) the Initial Dividend Period, on the first such Dividend Payment Date to occur at least twenty (20) calendar days after the Original Issue Date, an amount equal to (A) the Applicable Dividend Rate with respect to the Initial Dividend Period multiplied by (B) the number of days from the Original Issue Date to the last day of the Initial Dividend Period (inclusive) divided by 360.

In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. For avoidance of doubt, “payable quarterly in arrears” means that, with respect to any particular Dividend Period, dividends begin accruing on the first day of such Dividend Period and are payable on the first day of the next Dividend Period.

The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of four 90-day quarters, and actual days elapsed over a 90-day quarter.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and

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payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designation).

(c) Non-Cumulative. Dividends on shares of Designated Preferred Stock shall be non-cumulative. If the Board of Directors or any duly authorized committee of the Board of Directors does not declare a dividend on the Designated Preferred Stock in respect of any Dividend Period:

(i) the holders of Designated Preferred Stock shall have no right to receive any dividend for such Dividend Period, and the Issuer shall have no obligation to pay a dividend for such Dividend Period, whether or not dividends are declared for any subsequent Dividend Period with respect to the Designated Preferred Stock; and

(ii) the Issuer shall, within five (5) calendar days, deliver to the holders of the Designated Preferred Stock a written notice executed by the Chief Executive Officer and the Chief Financial Officer of the Issuer stating the Board of Directors’ rationale for not declaring dividends.

(d) Priority of Dividends; Restrictions on Dividends.

(i) Subject to Sections 3(d)(ii), (iii) and (v) and any restrictions imposed by the Appropriate Federal Banking Agency or, if applicable, the Issuer’s state bank supervisor (as defined in Section 3(r) of the Federal Deposit Insurance Act (12 U.S.C. § 1813(q)), so long as any share of Designated Preferred Stock remains outstanding, the Issuer may declare and pay dividends on the Common Stock, any other shares of Junior Stock, or Parity Stock, in each case only if (A) after giving effect to such dividend the Issuer’s Tier 1 capital would be at least equal to the Tier 1 Dividend Threshold, and (B) full dividends on all outstanding shares of Designated Preferred Stock for the most recently completed Dividend Period have been or are contemporaneously declared and paid.

(ii) If a dividend is not declared and paid in full on the Designated Preferred Stock in respect of any Dividend Period, then from the last day of such Dividend Period until the last day of the third (3rd) Dividend Period immediately following it, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock; provided, however, that in any such Dividend Period in which a dividend is declared and paid on the Designated Preferred Stock, dividends may be paid on Parity Stock to the extent necessary to avoid any material breach of a covenant by which the Issuer is bound.

(iii) When dividends have not been declared and paid in full for an aggregate of four (4) Dividend Periods or more, and during such time the Issuer was not subject to a regulatory determination that prohibits the declaration and payment of dividends, the Issuer shall, within five (5) calendar days of each missed payment, deliver to the holders of the Designated Preferred Stock a certificate executed by at least a majority of the Board of Directors stating that the Board of Directors used its best efforts

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to declare and pay such dividends in a manner consistent with (A) safe and sound banking practices and (B) the directors’ fiduciary obligations.

(iv) Subject to the foregoing and Section 3(e) below and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

(v) If the Issuer is not Publicly-Traded, then after the tenth (10th) anniversary of the Signing Date, so long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock.

(e) Special Lending Incentive Fee Related to CPP. If Treasury held Previously Acquired Preferred Shares immediately prior to the Original Issue Date and the Issuer did not apply to Treasury to redeem such Previously Acquired Preferred Shares prior to December 16, 2010, and if the Issuer’s Supplemental Report with respect to the ninth (9th) Dividend Period reflects an amount of Qualified Small Business Lending that is less than or equal to the Baseline (or if the Issuer fails to timely file a Supplemental Report with respect to the ninth (9th) Dividend Period), then beginning on April 1, 2014 and on all Dividend Payment Dates thereafter ending on April 1, 2016, the Issuer shall pay to the Holders of Designated Preferred Stock, on each share of Designated Preferred Stock, but only out of assets legally available therefor, a fee equal to 0.5% of the Liquidation Amount per share of Designated Preferred Stock (“CPP Lending Incentive Fee”). All references in Section 3(d) to “dividends” on the Designated Preferred Stock shall be deemed to include the CPP Lending Incentive Fee.

Section 4. Liquidation Rights.

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends on each such share (such amounts collectively, the “Liquidation Preference”).

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other

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stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions. If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Is Not Liquidation. For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

Section 5. Redemption.

(a) Optional Redemption.

(i) Subject to the other provisions of this Section 5:

(1) The Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding; and

(2) If, after the Signing Date, there is a change in law that modifies the terms of Treasury’s investment in the Designated Preferred Stock or the terms of Treasury’s Small Business Lending Fund program in a materially adverse respect for the Issuer, the Issuer may, after consultation with the Appropriate Federal Banking Agency, redeem all of the shares of Designated Preferred Stock at the time outstanding.

(ii) The per-share redemption price for shares of Designated Preferred Stock shall be equal to the sum of:

(1) the Liquidation Amount per share,

(2) the per-share amount of any unpaid dividends for the then current Dividend Period at the Applicable Dividend Rate to, but excluding, the date fixed for redemption (regardless of whether any dividends are actually declared for that Dividend Period; and

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(3) the pro rata amount of CPP Lending Incentive Fees for the current Dividend Period.

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends for the then current Dividend Period payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

(b) No Sinking Fund. The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption. Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption. In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable, but in any event the shares to be redeemed shall not be less than the Minimum Amount. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time, subject to the approval of the Appropriate Federal Banking Agency. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

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(e) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

(f) Status of Redeemed Shares. Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion. Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights.

(a) General. The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b) Board Observation Rights. Whenever, at any time or times, dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date for an aggregate of five (5) Dividend Periods or more, whether or not consecutive, the Issuer shall invite a representative selected by the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors in connection with such meetings; provided, that the holders of the Designated Preferred Stock shall not be obligated to select such a representative, nor shall such representative, if selected, be obligated to attend any meeting to which he/she is invited. The rights of the holders of the Designated Preferred Stock set forth in this Section 7(b) shall terminate when full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, subject to revesting in the event of each and every subsequent default of the character above mentioned.

(c) Preferred Stock Directors. Whenever, at any time or times, (i) dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five

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(5) Business Days after each Dividend Payment Date for an aggregate of six (6) Dividend Periods or more, whether or not consecutive, and (ii) the aggregate liquidation preference of the then-outstanding shares of Designated Preferred Stock is greater than or equal to $25,000,000, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock, voting as a single class, shall have the right, but not the obligation, to elect two directors (hereinafter the “Preferred Directors” and each a “Preferred Director”) to fill such newly created directorships at the Issuer’s next annual meeting of stockholders (or, if the next annual meeting is not yet scheduled or is scheduled to occur more than thirty days later, the President of the Company shall promptly call a special meeting for that purpose) and at each subsequent annual meeting of stockholders until full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(d) Class Voting Rights as to Particular Matters. So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the written consent of (x) Treasury if Treasury holds any shares of Designated Preferred Stock, or (y) the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, if Treasury does not hold any shares of Designated Preferred Stock, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock. Any amendment or alteration of the Certificate of Designation for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

(ii) Amendment of Designated Preferred Stock. Any amendment, alteration or repeal of any provision of the Certificate of Designation for the Designated

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Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(d)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock;

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations. Subject to Section 7(d)(v) below, any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof that are the same as the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole; provided, that in all cases, the obligations of the Issuer are assumed (by operation of law or by express written assumption) by the resulting entity or its ultimate parent;

(iv) Certain Asset Sales. Any sale of all, substantially all, or any material portion of, the assets of the Company, if the Designated Preferred Stock will not be redeemed in full contemporaneously with the consummation of such sale; and

(v) Holding Company Transactions. Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Designated Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Issuer or the Acquiror (the “Holding Company Preferred Stock”). Any such Holding Company Preferred Stock shall entitle holders thereof to dividends from the date of issuance of such Holding Company Preferred Stock on terms that are equivalent to the terms set forth herein, and shall have such other rights, preferences, privileges and voting powers, and limitations and restrictions thereof that are the same as the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such conversion or exchange, taken as a whole;

provided, however, that for all purposes of this Section 7(d), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not

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require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(e) Changes after Provision for Redemption. No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(f) Procedures for Voting and Consents. The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Restriction on Redemptions and Repurchases.

(a) Subject to Sections 8(b) and (c), so long as any share of Designated Preferred Stock remains outstanding, the Issuer may repurchase or redeem any shares of Capital Stock (as defined below), in each case only if (i) after giving effect to such dividend, repurchase or redemption, the Issuer’s Tier 1 capital would be at least equal to the Tier 1 Dividend Threshold and (ii) dividends on all outstanding shares of Designated Preferred Stock for the most recently completed Dividend Period have been or are contemporaneously declared and paid (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date).

(b) If a dividend is not declared and paid on the Designated Preferred Stock in respect of any Dividend Period, then from the last day of such Dividend Period until the last day of the third (3rd) Dividend Period immediately following it, neither the Issuer nor any Issuer Subsidiary shall, redeem, purchase or acquire any shares of Common Stock, Junior Stock, Parity Stock or other capital stock or other equity securities of any kind of the Issuer or any Issuer Subsidiary, or any trust preferred securities issued by the Issuer or any Affiliate of the Issuer (“Capital Stock”), (other than (i) redemptions, purchases, repurchases or other acquisitions of the Designated Preferred Stock and (ii) repurchases of Junior Stock or Common Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset any Share Dilution Amount pursuant to a publicly announced repurchase plan) and consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (iii) the acquisition by the Issuer or any of the Issuer Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Issuer or any other Issuer Subsidiary), including as trustees or custodians, (iv) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other

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Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (iv), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock, (v) redemptions of securities held by the Issuer or any wholly-owned Issuer Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock or other equity securities of any kind of any Issuer Subsidiary required pursuant to binding contractual agreements entered into prior to (x) if Treasury held Previously Acquired Preferred Shares immediately prior to the Original Issue Date, the original issue date of such Previously Acquired Preferred Shares, or (y) otherwise, the Signing Date).

(c) If the Issuer is not Publicly-Traded, then after the tenth (10th) anniversary of the Signing Date, so long as any share of Designated Preferred Stock remains outstanding, no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its subsidiaries.

Section 9. No Preemptive Rights. No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 10. References to Line Items of Supplemental Reports. If Treasury modifies the form of Supplemental Report, pursuant to its rights under the Definitive Agreement, and any such modification includes a change to the caption or number of any line item on the Supplemental Report, then any reference herein to such line item shall thereafter be a reference to such re-captioned or re-numbered line item.

Section 11. Record Holders. To the fullest extent permitted by applicable law, the Issuer and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 12. Notices. All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designation, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 13. Replacement Certificates. The Issuer shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Issuer.

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Section 14. Other Rights. The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

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BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

Certificate of Change Pursuant
to NRS 78.209

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

1. Name of corporation:

First Busey Corporation

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

200,000,000 shares of Common stock, par value $0.001 per share.

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

66,666,667 shares of Common stock, par value $0.001 per share.

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

The change is a 1-for-3 reverse stock split of the Common Stock. One share of Common Stock will be issued after the change in exchange for every three issued and outstanding shares of Common Stock.

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Stockholders will be entitled to receive cash in lieu of fractional shares equal to the fraction share multiplied by the closing price of the corporation’s common stock on September 4, 2015.

7. Effective date and time of filing: (optional)	Date: September 8, 2015	Time: 12:01 a.m. CST
	(must not be later than 90 days after the certificate is filed)

8. Signature: (required)

X	/s/ Robin N. Elliott		EVP, CFO
Signature of Officer			Title

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

Nevada Secretary of State Stock Split
Revised: 1-5-15

This form must be accompanied by appropriate fees.

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Van A. Dukeman, President and Chief Executive Officer of First Busey Corporation, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of First Busey Corporation;

2) Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;

3) Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Quarterly Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and

d) disclosed in this Quarterly Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ VAN A. DUKEMAN

Van A. Dukeman

President and Chief Executive Officer

Date: November 6, 2015

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Robin N. Elliott, Chief Financial Officer of First Busey Corporation, certify that:

1) I have reviewed this Quarterly Report on Form 10-Q of First Busey Corporation;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ ROBIN N. ELLIOTT

Robin N. Elliott

Chief Financial Officer

Date: November 6, 2015

EXHIBIT 32.1

The following certification is provided by the undersigned Chief Executive Officer of First Busey Corporation on the basis of such officer’s knowledge and belief for the sole purpose of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

CERTIFICATION

I hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the accompanying Quarterly Report of First Busey Corporation on Form 10-Q for the quarter ended September 30, 2015, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of First Busey Corporation as of and for the periods covered by the Quarterly Report.

	/s/ VAN A. DUKEMAN
	Van A. Dukeman
	President and Chief Executive Officer

Date: November 6, 2015

EXHIBIT 32.2

The following certification is provided by the undersigned Chief Financial Officer of First Busey Corporation on the basis of such officer’s knowledge and belief for the sole purpose of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

CERTIFICATION

	/s/ ROBIN N. ELLIOTT
	Robin N. Elliott
	Chief Financial Officer

Date: November 6, 2015