PORTFOLIO LOANS | NOTE 3. PORTFOLIO LOANS Loan Categories Busey’s lending can be summarized into two primary categories: commercial and retail. Lending is further disaggregated into five primary classes of loans: commercial loans, commercial real estate loans, real estate construction loans in the commercial category, and retail real estate loans and retail other loans in the retail category. Distributions of the loan portfolio by loan category and class is presented in the following table (dollars in thousands) : As of December 31, 2023 2022 Commercial loans Commercial $ 1,835,994 $ 1,974,154 Commercial real estate 3,337,337 3,261,873 Real estate construction 461,717 530,469 Total commercial loans 5,635,048 5,766,496 Retail loans Retail real estate 1,720,455 1,657,082 Retail other 295,531 302,124 Total retail loans 2,015,986 1,959,206 Total portfolio loans 7,651,034 7,725,702 ACL (91,740) (91,608) Portfolio loans, net $ 7,559,294 $ 7,634,094 Net deferred loan origination costs included in the balances above were $13.5 million as of December 31, 2023, compared to $14.0 million as of December 31, 2022. Net accretable purchase accounting adjustments included in the balances above reduced loans by $4.5 million as of December 31, 2023, and by $5.9 million as of December 31, 2022. Commercial balances include loans originated under the PPP with an amortized cost of $0.3 million as of December 31, 2023, compared to $0.8 million as of December 31, 2022. Busey did not purchase any retail real estate loans during the years ended December 31, 2023, or 2022, and purchased $32.2 million of retail real estate loans during the year ended December 31, 2021. Pledged Loans The principal balance of loans Busey has pledged as collateral to the FHLB and Federal Reserve Bank for liquidity as set forth in the table below (dollars in thousands) : As of December 31, 2023 2022 Pledged loans FHLB $ 4,865,481 $ 5,095,448 Federal Reserve Bank 722,914 804,718 Total pledged loans $ 5,588,395 $ 5,900,166 Risk Grading Busey utilizes a loan grading scale to assign a risk grade to all of its loans. A description of the general characteristics of each grade is as follows: • Pass – This category includes loans that are all considered acceptable credits, ranging from investment or near investment grade, to loans made to borrowers who exhibit credit fundamentals that meet or exceed industry standards. • Watch – This category includes loans that warrant a higher-than-average level of monitoring to ensure that weaknesses do not cause the inability of the credit to perform as expected. These loans are not necessarily a problem due to other inherent strengths of the credit, such as guarantor strength, but have above average concern and monitoring. • Special mention – This category is for “Other Assets Specially Mentioned” loans that have potential weaknesses, which may, if not checked or corrected, weaken the asset, or inadequately protect Busey’s credit position at some future date. • Substandard – This category includes “Substandard” loans, determined in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that Busey will sustain some loss if the deficiencies are not corrected. • Substandard non-accrual – This category includes loans that have all the characteristics of a “Substandard” loan with additional factors that make collection in full highly questionable and improbable. Such loans are placed on non-accrual status and may be dependent on collateral with a value that is difficult to determine. All loans are graded at their inception. Commercial lending relationships that are $1.0 million or less are usually processed through an expedited underwriting process. Most commercial loans greater than $1.0 million are included in a portfolio review at least annually. Commercial loans greater than $0.35 million that have a grading of special mention or worse are typically reviewed on a quarterly basis. Interim reviews may take place if circumstances of the borrower warrant a more frequent review. The following table is a summary of risk grades segregated by category of portfolio loans (dollars in thousands) : As of December 31, 2023 Pass Watch Special Substandard Substandard Total Commercial loans Commercial $ 1,462,755 $ 296,416 $ 46,488 $ 27,733 $ 2,602 $ 1,835,994 Commercial real estate 2,827,030 431,427 48,545 29,492 843 3,337,337 Real estate construction 448,011 8,135 — 5,327 244 461,717 Total commercial loans 4,737,796 735,978 95,033 62,552 3,689 5,635,048 Retail loans Retail real estate 1,702,897 11,144 1,024 1,795 3,595 1,720,455 Retail other 295,374 — — — 157 295,531 Total retail loans 1,998,271 11,144 1,024 1,795 3,752 2,015,986 Total portfolio loans $ 6,736,067 $ 747,122 $ 96,057 $ 64,347 $ 7,441 $ 7,651,034 As of December 31, 2022 Pass Watch Special Substandard Substandard Total Commercial loans Commercial $ 1,668,495 $ 201,758 $ 46,540 $ 51,187 $ 6,174 $ 1,974,154 Commercial real estate 2,851,709 326,455 43,526 34,539 5,644 3,261,873 Real estate construction 502,904 25,164 1 2,400 — 530,469 Total commercial loans 5,023,108 553,377 90,067 88,126 11,818 5,766,496 Retail loans Retail real estate 1,639,599 10,520 1,338 2,529 3,096 1,657,082 Retail other 301,971 — — — 153 302,124 Total retail loans 1,941,570 10,520 1,338 2,529 3,249 1,959,206 Total portfolio loans $ 6,964,678 $ 563,897 $ 91,405 $ 90,655 $ 15,067 $ 7,725,702 Risk grades of portfolio loans and net charge-offs are presented in the tables below by loan class, further sorted by origination year (dollars in thousands) : As of and For The Year Ended December 31, 2023 Term Loans Amortized Cost Basis by Origination Year Revolving Total Risk Grade Ratings 2023 2022 2021 2020 2019 Prior Commercial Pass $ 306,578 $ 220,847 $ 159,130 $ 71,025 $ 35,927 $ 143,078 $ 526,170 $ 1,462,755 Watch 78,603 65,703 21,421 23,919 7,035 21,293 78,442 296,416 Special Mention 792 8,224 2,917 1,076 686 3,274 29,519 46,488 Substandard 8,715 765 942 426 3,734 1,859 11,292 27,733 Substandard non-accrual 166 — 117 84 128 407 1,700 2,602 Total commercial 394,854 295,539 184,527 96,530 47,510 169,911 647,123 1,835,994 Current period charge-offs $ 284 $ — $ 420 $ — $ 316 $ 1,409 $ — $ 2,429 Commercial real estate Pass 395,644 824,506 720,052 399,195 271,078 199,662 16,893 2,827,030 Watch 166,795 47,070 92,848 34,010 68,196 19,396 3,112 431,427 Special Mention 14,313 10,507 12,446 4,968 3,297 3,014 — 48,545 Substandard 1,796 188 18,862 2,938 1,802 3,856 50 29,492 Substandard non-accrual 47 79 85 23 — 609 — 843 Total commercial real estate 578,595 882,350 844,293 441,134 344,373 226,537 20,055 3,337,337 Current period charge-offs — — — — — 953 — 953 Real estate construction Pass 204,952 128,462 85,086 2,616 1,323 2,934 22,638 448,011 Watch 2,859 4,406 507 322 41 — — 8,135 Substandard 5,327 — — — — — — 5,327 Substandard non-accrual — — — — — 244 — 244 Total real estate construction 213,138 132,868 85,593 2,938 1,364 3,178 22,638 461,717 Current period charge-offs — — — — — — — — Retail real estate Pass 243,400 376,922 411,723 156,762 70,099 256,571 187,420 1,702,897 Watch 1,096 4,137 2,442 954 536 234 1,745 11,144 Special Mention 286 358 — — — 380 — 1,024 Substandard 69 72 292 49 80 997 236 1,795 Substandard non-accrual — 528 121 267 100 1,960 619 3,595 Total retail real estate 244,851 382,017 414,578 158,032 70,815 260,142 190,020 1,720,455 Current period charge-offs — 5 — 29 72 301 — 407 Retail other Pass 88,885 92,931 23,019 6,701 4,597 854 78,387 295,374 Substandard non-accrual — 93 62 — — 2 — 157 Total retail other 88,885 93,024 23,081 6,701 4,597 856 78,387 295,531 Current period charge-offs 5 71 172 5 3 373 — 629 Total portfolio loans $ 1,520,323 $ 1,785,798 $ 1,552,072 $ 705,335 $ 468,659 $ 660,624 $ 958,223 $ 7,651,034 Total current period charge-offs $ 289 $ 76 $ 592 $ 34 $ 391 $ 3,036 $ — $ 4,418 As of December 31, 2022 Term Loans Amortized Cost Basis by Origination Year Revolving Total Risk Grade Ratings 2022 2021 2020 2019 2018 Prior Commercial Pass $ 479,893 $ 266,122 $ 136,445 $ 52,046 $ 50,764 $ 135,000 $ 548,225 $ 1,668,495 Watch 54,195 49,382 3,288 7,201 1,258 2,160 84,274 201,758 Special Mention 1,958 937 1,642 974 1,000 17,024 23,005 46,540 Substandard 8,926 1,165 570 6,671 2,382 5,191 26,282 51,187 Substandard non-accrual 21 3,292 226 135 — 100 2,400 6,174 Total commercial 544,993 320,898 142,171 67,027 55,404 159,475 684,186 1,974,154 Commercial real estate Pass 883,688 819,133 478,452 297,525 161,409 198,419 13,083 2,851,709 Watch 77,346 56,113 64,282 96,664 21,592 5,758 4,700 326,455 Special Mention 11,943 5,389 12,386 1,420 6,917 5,471 — 43,526 Substandard 5,340 13,528 3,454 1,907 10,248 62 — 34,539 Substandard non-accrual — 3,959 33 — 1,647 5 — 5,644 Total commercial real estate 978,317 898,122 558,607 397,516 201,813 209,715 17,783 3,261,873 Real estate construction Pass 219,112 191,724 68,015 1,490 1,901 1,751 18,911 502,904 Watch 8,530 12,019 3,169 48 — 1,398 — 25,164 Special Mention — — — 1 — — — 1 Substandard 2,400 — — — — — — 2,400 Total real estate construction 230,042 203,743 71,184 1,539 1,901 3,149 18,911 530,469 Retail real estate Pass 396,547 456,158 175,148 77,569 56,887 267,387 209,903 1,639,599 Watch 2,928 2,991 1,846 1,444 1,063 27 221 10,520 Special Mention 945 — — — — 393 — 1,338 Substandard 77 732 198 81 141 1,293 7 2,529 Substandard non-accrual 10 191 107 32 390 1,708 658 3,096 Total retail real estate 400,507 460,072 177,299 79,126 58,481 270,808 210,789 1,657,082 Retail other Pass 134,567 43,512 13,141 13,086 5,646 991 91,028 301,971 Substandard non-accrual 14 134 3 — — 2 — 153 Total retail other 134,581 43,646 13,144 13,086 5,646 993 91,028 302,124 Total portfolio loans $ 2,288,440 $ 1,926,481 $ 962,405 $ 558,294 $ 323,245 $ 644,140 $ 1,022,697 $ 7,725,702 Past Due and Non-Accrual Loans An analysis of the amortized cost basis of portfolio loans that are past due and still accruing, or on non-accrual status, is as follows (dollars in thousands) : As of December 31, 2023 Loans past due, still accruing Non-accrual 30-59 Days 60-89 Days 90+Days Past due and non-accrual loans Commercial loans: Commercial $ — $ 214 $ — $ 2,602 Commercial real estate 752 — — 843 Real estate construction 24 — — 244 Past due and non-accrual commercial loans 776 214 — 3,689 Retail loans: Retail real estate 2,781 927 366 3,595 Retail other 886 195 9 157 Past due and non-accrual retail loans 3,667 1,122 375 3,752 Total past due and non-accrual loans $ 4,443 $ 1,336 $ 375 $ 7,441 As of December 31, 2022 Loans past due, still accruing Non-accrual 30-59 Days 60-89 Days 90+Days Past due and non-accrual loans Commercial loans: Commercial $ 2 $ — $ — $ 6,174 Commercial real estate 124 — — 5,644 Past due and non-accrual commercial loans 126 — — 11,818 Retail loans: Retail real estate 4,709 1,239 673 3,096 Retail other 414 60 — 153 Past due and non-accrual retail loans 5,123 1,299 673 3,249 Total past due and non-accrual loans $ 5,249 $ 1,299 $ 673 $ 15,067 Gross interest income recorded on 90+ days past due loans, and that would have been recorded on non-accrual loans if they had been accruing interest in accordance with their original terms, was $1.1 million, $1.2 million, and $1.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. Interest collected on those loans and recognized on a cash basis that was included in interest income was $0.4 million for each of the years ended December 31, 2023, 2022, and 2021. Loan Modification Disclosures Pursuant to ASU 2022-02 The following table presents the amortized cost basis of loans that were modified for borrowers experiencing financial difficulty during the periods indicated, disaggregated by class of financing receivable and type of concession granted (dollars in thousands) : Year Ended December 31, 2023 Interest Rate Reduction 1 % of Total Class of Financing Receivable 2 Term Extension 3 % of Total Class of Financing Receivable 2 Modified Loans Commercial $ — — % $ 16,586 0.9 % Commercial real estate 872 — % 923 — % Real estate construction — — % 5,327 1.2 % Total of loans modified during the period 4 $ 872 — % $ 22,836 0.3 % ___________________________________________ 1. For one loan, the default rate was removed once forbearance was entered. 2. Modified loans represent an insignificant portion of commercial real estate loans, rounding to zero percent. 3. Modifications to extend loan terms also included, in some cases, interest rate increases during the extension period. 4. Modifications include one loan on non-accrual status, and the remaining loans were classified as substandard. The following table summarizes the effects of loan modifications made during the periods indicated, for borrowers experiencing financial difficulty: Year Ended December 31, 2023 Weighted Average Interest Rate Reduction Weighted Average Term Extension Effects of Loan Modifications Commercial — 18.1 months Commercial real estate 2.50 % 21.0 months Real estate construction — 12.0 months Total financial effect 2.50 % 16.8 months The following table provides the amortized cost basis of financing receivables that had a payment default during the year ended December 31, 2023, after having been modified during the 12 months before default for borrowers experiencing financial difficulty (dollars in thousands) . A default occurs when a loan is 90 days or more past due or transferred to non-accrual status. Years Ended December 31, 2023 Term Extension Loans with Subsequent Defaults Commercial $ 88 Busey closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the payment performance of loans modified on or after January 1, 2023, the date we adopted ASU 2022-02 (dollars in thousands) : As of December 31, 2023 Current Non-accrual Modified Loans Commercial $ 16,498 $ 88 Commercial real estate 1,795 — Real estate construction 5,327 — Amortized cost of modified loans $ 23,620 $ 88 Troubled Debt Restructurings Disclosures Prior to the Adoption of ASU 2022-02 TDR loan balances are summarized as follows (dollars in thousands) : As of TDRs In compliance with modified terms $ 3,032 Non-performing TDRs 537 Total TDRs $ 3,569 Loans that were designated as TDRs during the years ended as of the dates indicated are summarized as follows (dollars in thousands) : Newly Designated TDRs Recorded Investment 1 Number of Rate Modification 2 Payment Modification 2 December 31, 2022 Commercial 3 $ 136 $ 996 Retail real estate 1 — 517 Total 4 $ 136 $ 1,513 December 31, 2021 Commercial 1 $ 364 $ — Total 1 $ 364 $ — ___________________________________________ 1. Recorded investment for newly designated TDR’s that were still outstanding as of the dates indicated. 2. TDRs may have included multiple concessions; those that included an interest rate concession and payment concession are shown in the rate modification column. There were no TDRs entered into during the 12 months ended December 31, 2022, or 2021, that had subsequent defaults. Gross interest income that would have been recorded during the years ended December 31, 2022, and 2021, if TDRs had performed in accordance with their original terms compared with their modified terms, was insignificant. Collateral Dependent Loans Management's evaluation as to the ultimate collectability of loans includes estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral. These estimates are affected by changing economic conditions and the economic prospects of borrowers. Collateral dependent loans are loans in which repayment is expected to be provided solely by the underlying collateral and there are no other available and reliable sources of repayment. Loans are written down to the lower of cost or fair value of underlying collateral, less estimated costs to sell. Busey had $6.1 million and $14.0 million of collateral dependent loans secured by real estate or business assets as of December 31, 2023, and December 31, 2022, respectively. Loans Evaluated Individually Busey evaluates loans with disparate risk characteristics on an individual basis. The following tables provide details of loans evaluated individually, segregated by category. The unpaid principal balance represents the customer outstanding contractual principal balance excluding any partial charge-offs. Recorded investment represents the amortized cost of customer balances net of any partial charge-offs recognized on the loan. Average recorded investment is calculated using the most recent four quarters (dollars in thousands) : As of December 31, 2023 Unpaid Recorded Investment Average With No With Total Related Loans evaluated individually Commercial loans: Commercial $ 7,283 $ 585 $ 1,785 $ 2,370 $ 785 $ 5,244 Commercial real estate 2,600 610 85 695 85 3,865 Real estate construction — — — — — 49 Commercial loans evaluated individually 9,883 1,195 1,870 3,065 870 9,158 Retail loans: Retail real estate 213 61 25 86 25 790 Retail loans evaluated individually 213 61 25 86 25 790 Total loans evaluated individually $ 10,096 $ 1,256 $ 1,895 $ 3,151 $ 895 $ 9,948 As of December 31, 2022 Unpaid Recorded Investment Average With No With Total Related Loans evaluated individually Commercial loans: Commercial $ 9,589 $ 656 $ 5,918 $ 6,574 $ 2,476 $ 6,761 Commercial real estate 8,039 2,334 3,903 6,237 2,000 5,219 Real estate construction 247 247 — 247 — 260 Commercial loans evaluated individually 17,875 3,237 9,821 13,058 4,476 12,240 Retail loans: Retail real estate 2,733 2,564 25 2,589 25 2,311 Retail loans evaluated individually 2,733 2,564 25 2,589 25 2,311 Total loans evaluated individually $ 20,608 $ 5,801 $ 9,846 $ 15,647 $ 4,501 $ 14,551 Allowance for Credit Losses Management estimates the ACL balance using relevant available information from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The cumulative loss rate used as the basis for the estimate of credit losses is comprised of Busey’s historical loss experience beginning in 2010. Due to the continued economic uncertainty in the markets in which the Company operates, Busey will continue to utilize a forecast period of 12 months with an immediate reversion to historical loss rates beyond this forecast period in its ACL estimate. PPP loans were excluded from the ACL calculation as they are 100% government guaranteed. The following table summarizes activity in the ACL attributable to each loan class. Allocation of a portion of the ACL to one loan class does not preclude its availability to absorb losses in other loan classes (dollars in thousands) : Commercial Commercial Real Estate Retail Real Retail Other Total ACL Balance, December 31, 2020 $ 23,866 $ 46,230 $ 8,193 $ 21,992 $ 767 $ 101,048 Day 1 PCD 1 3,546 336 — 129 167 4,178 Provision for credit losses (2,160) (7,651) (3,180) (4,456) 2,346 (15,101) Charged-off (2,026) (925) (209) (1,145) (478) (4,783) Recoveries 629 259 298 1,069 290 2,545 ACL balance, December 31, 2021 23,855 38,249 5,102 17,589 3,092 87,887 Provision for credit losses 497 892 1,142 219 1,873 4,623 Charged-off (1,069) (1,375) (23) (251) (461) (3,179) Recoveries 577 533 236 636 295 2,277 ACL balance, December 31, 2022 23,860 38,299 6,457 18,193 4,799 91,608 Provision for credit losses (727) (2,455) (1,465) 7,922 (876) 2,399 Charged-off (2,429) (953) — (407) (629) (4,418) Recoveries 552 574 171 590 264 2,151 ACL balance, December 31, 2023 $ 21,256 $ 35,465 $ 5,163 $ 26,298 $ 3,558 $ 91,740 __________________________________________ 1. The Day 1 PCD is attributable to the CAC acquisition, finalized May 31, 2021. The following tables present the ACL and amortized cost of portfolio loans by loan category and class (dollars in thousands) : As of December 31, 2023 Portfolio Loans ACL Attributed to Portfolio Loans Collectively Individually Total Collectively Individually Total Portfolio loans and related ACL Commercial loans: Commercial $ 1,833,624 $ 2,370 $ 1,835,994 $ 20,471 $ 785 $ 21,256 Commercial real estate 3,336,642 695 3,337,337 35,380 85 35,465 Real estate construction 461,717 — 461,717 5,163 — 5,163 Commercial loans and related ACL 5,631,983 3,065 5,635,048 61,014 870 61,884 Retail loans: Retail real estate 1,720,369 86 1,720,455 26,273 25 26,298 Retail other 295,531 — 295,531 3,558 — 3,558 Retail loans and related ACL 2,015,900 86 2,015,986 29,831 25 29,856 Portfolio loans and related ACL $ 7,647,883 $ 3,151 $ 7,651,034 $ 90,845 $ 895 $ 91,740 As of December 31, 2022 Portfolio Loans ACL Attributed to Portfolio Loans Collectively Individually Total Collectively Individually Total Portfolio loans and related ACL Commercial loans: Commercial $ 1,967,580 $ 6,574 $ 1,974,154 $ 21,384 $ 2,476 $ 23,860 Commercial real estate 3,255,636 6,237 3,261,873 36,299 2,000 38,299 Real estate construction 530,222 247 530,469 6,457 — 6,457 Commercial loans and related ACL 5,753,438 13,058 5,766,496 64,140 4,476 68,616 Retail loans: Retail real estate 1,654,493 2,589 1,657,082 18,168 25 18,193 Retail other 302,124 — 302,124 4,799 — 4,799 Retail loans and related ACL 1,956,617 2,589 1,959,206 22,967 25 22,992 Portfolio loans and related ACL $ 7,710,055 $ 15,647 $ 7,725,702 $ 87,107 $ 4,501 $ 91,608 |