Delaware
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42-1405748
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer identification number)
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1398 Central Avenue, Dubuque, Iowa 52001
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(563) 589-2100
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(Address of principal executive offices) (Zip Code)
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(Registrant's telephone number, including area code)
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Title of Class
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Name of Each Exchange on Which Registered
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Common Stock $1.00 par value
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The NASDAQ Global Select Market
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Preferred Share Purchase Rights
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Large accelerated filer
¨
Accelerated filer
þ
Non-accelerated filer
¨
Smaller reporting company
¨
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||||
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(Do not check if a smaller reporting company)
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Part I
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A.
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General Description
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B.
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Market Areas
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C.
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Competition
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D.
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Employees
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E.
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Internet Access
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F.
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Supervision and Regulation
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|
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Part II
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Part III
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Part IV
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•
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Dubuque Bank and Trust Company, Dubuque, Iowa, is chartered under the laws of the state of Iowa.
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•
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Illinois Bank & Trust, Rockford, Illinois (formerly known as Riverside Community Bank and includes the operations of the former Galena State Bank & Trust Co., which was merged into Illinois Bank & Trust on January 23, 2015), is chartered under the laws of the state of Illinois.
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•
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Wisconsin Bank & Trust, Madison, Wisconsin, is chartered under the laws of the state of Wisconsin.
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•
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New Mexico Bank & Trust, Albuquerque, New Mexico, is chartered under the laws of the state of New Mexico.
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•
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Rocky Mountain Bank, Billings, Montana, is chartered under the laws of the state of Montana.
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•
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Arizona Bank & Trust, Phoenix, Arizona, is chartered under the laws of the state of Arizona.
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•
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Centennial Bank and Trust (formerly known as Summit Bank & Trust), Denver, Colorado, is chartered under the laws of the state of Colorado.
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•
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Minnesota Bank & Trust, Edina, Minnesota, is chartered under the laws of the state of Minnesota.
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•
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Morrill & Janes Bank and Trust Company, Merriam, Kansas, is chartered under the laws of the state of Kansas.
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•
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Premier Valley Bank, Fresno, California, is chartered under the laws of the state of California.
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•
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DB&T Insurance, Inc., a multi-line insurance agency.
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•
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DB&T Community Development Corp., a community development company with the primary purpose of partnering in low-income housing and historic rehabilitation projects.
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•
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Citizens Finance Parent Co., a consumer finance company with two wholly-owned subsidiaries:
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◦
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Citizens Finance Co., a consumer finance company with offices in Iowa and Wisconsin.
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◦
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Citizens Finance of Illinois Co., a consumer finance company with offices in Illinois.
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•
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Heartland Community Development Inc., a property management company with the primary purpose of holding and managing certain nonperforming assets acquired from the Bank Subsidiaries.
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•
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Heartland Financial USA, Inc. Insurance Services, a multi-line insurance agency with the primary purpose of providing online insurance products to consumers and small business clients in Bank Subsidiary markets.
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1.
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Creating strong community ties through local bank delivery of products and services.
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•
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Deeply rooted local leadership and boards
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•
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Local community knowledge and relationships
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•
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Local decision-making
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•
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Independent charters
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•
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Locally recognized brands
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•
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Commitment to an exceptional customer experience
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2.
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Providing extensive banking services to increase revenue.
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•
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Full range of commercial products, including government guaranteed lending, treasury management services and private client services
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•
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Convenient and competitive retail products and services, including consumer finance
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•
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Residential mortgage origination
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•
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Providing added client value through consultative relationship building
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3.
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Centralizing back-office operations for efficiency.
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•
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Leverage expertise across all Bank Subsidiaries
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•
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Leading edge technology for account processing and delivery systems
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•
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Efficient back-office support for loan processing and deposit operations
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•
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Centralized loan underwriting and collections
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•
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Centralized loss management and risk analysis
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•
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Centralized support for other professional services, including human resources, marketing, legal, compliance, finance, administration, internal audit, investment management, customer support and facilities
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Citizens Finance Co.
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Citizens Finance of Illinois Co.
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||
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Cedar Rapids, IA
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Aurora, IL
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Davenport, IA
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Crystal Lake, IL
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Des Moines, IA
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Elgin, IL
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Dubuque, IA
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Loves Park, IL
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Appleton, WI
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Peoria, IL
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Madison, WI
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Springfield, IL
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Milwaukee, WI
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Tinley Park, IL
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•
|
potential exposure to unknown or contingent liabilities of the banks and businesses we acquire;
|
•
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exposure to potential asset quality issues of the acquired bank or related business;
|
•
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difficulty and expense of integrating the operations and personnel of banks and businesses we acquire;
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•
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potential disruption to our business;
|
•
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potential restrictions on our business resulting from the regulatory approval process;
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•
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inability to realize the expected revenue increases, costs savings, market presence and/or other anticipated benefits;
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•
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potential diversion of our management's time and attention; and
|
•
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the possible loss of key employees and customers of the banks and businesses we acquire.
|
•
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be required to perform annual stress tests;
|
•
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be required to establish a dedicated risk committee of our board of directors responsible for overseeing our enterprise-risk management policies, commensurate with our capital structure, risk profile, complexity, size and other risk-related factors, and including as a member at least one risk management expert;
|
•
|
calculate our FDIC deposits assessment base using a performance score and loss-severity score system; and
|
•
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be subject to more frequent regulatory examinations; and
|
•
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may be subject to examination for compliance with federal consumer protection laws, primarily by the CFPB.
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Name
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Age
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Position with Heartland and Subsidiaries and Principal Occupation
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Lynn B. Fuller
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66
|
Chairman and Chief Executive Officer of Heartland; Vice Chairman of Dubuque Bank and Trust Company, Wisconsin Bank & Trust, New Mexico Bank & Trust, Arizona Bank & Trust, Rocky Mountain Bank, Centennial Bank and Trust,
(1)
Minnesota Bank & Trust and Premier Valley Bank; Chairman of Citizens Finance Parent Co.; Director of Heartland Financial USA, Inc. Insurance Services
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Bruce K. Lee
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55
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President of Heartland; Director of Rocky Mountain Bank; President of Heartland Financial USA, Inc. Insurance Services
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Bryan R. McKeag
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55
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Executive Vice President and Chief Financial Officer of Heartland; Treasurer of Citizens Finance Parent Co.; Director of Heartland Financial USA, Inc. Insurance Services
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Kenneth J. Erickson
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64
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Executive Vice President, Chief Credit Officer of Heartland; Executive Vice President, Lending, of Dubuque Bank and Trust Company; Vice Chairman of Citizens Finance Parent Co.
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Douglas J. Horstmann
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62
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Executive Vice President, Lending, of Heartland; Director, President and Chief Executive Officer of Dubuque Bank and Trust Company; Vice Chairman of Illinois Bank & Trust
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Brian J. Fox
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67
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Executive Vice President, Operations, of Heartland
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Frank E. Walter
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69
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Executive Vice President, Commercial Sales, of Heartland
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Rodney L. Sloan
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56
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Executive Vice President and Chief Risk Officer of Heartland
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Mark G. Murtha
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54
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Executive Vice President, Human Resources and Organizational Development, of Heartland
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Michael J. Coyle
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70
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Executive Vice President, Senior General Counsel and Corporate Secretary of Heartland; Secretary of Heartland Financial USA, Inc. Insurance Services
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David L. Horstmann
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66
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Executive Vice President, Finance and Corporate Strategy, of Heartland
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Kelly J. Johnson
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54
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Executive Vice President, Private Client Services, of Heartland
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|
||
(1) Formerly known as Summit Bank & Trust
|
Calendar Quarter
|
|
High
|
|
Low
|
||||
2015:
|
|
|
|
|
||||
First
|
|
$
|
33.88
|
|
|
$
|
25.68
|
|
Second
|
|
38.20
|
|
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32.42
|
|
||
Third
|
|
38.96
|
|
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34.57
|
|
||
Fourth
|
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39.45
|
|
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31.26
|
|
||
2014:
|
|
|
|
|
||||
First
|
|
$
|
28.76
|
|
|
$
|
24.17
|
|
Second
|
|
28.27
|
|
|
22.38
|
|
||
Third
|
|
25.37
|
|
|
23.10
|
|
||
Fourth
|
|
27.86
|
|
|
23.33
|
|
Calendar Quarter
|
|
2015
|
|
2014
|
||||
First
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
Second
|
|
0.10
|
|
|
0.10
|
|
||
Third
|
|
0.10
|
|
|
0.10
|
|
||
Fourth
|
|
0.15
|
|
|
0.10
|
|
Cumulative Total Return Performance
|
||||||||||||||||||||||||
|
|
12/31/2010
|
|
|
12/31/2011
|
|
|
12/31/2012
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|
|
12/31/2013
|
|
|
12/31/2014
|
|
|
12/31/2015
|
|
||||||
Heartland Financial USA, Inc.
|
|
$
|
100.00
|
|
|
$
|
90.28
|
|
|
$
|
157.45
|
|
|
$
|
176.02
|
|
|
$
|
168.40
|
|
|
$
|
197.45
|
|
NASDAQ Composite
|
|
$
|
100.00
|
|
|
$
|
99.21
|
|
|
$
|
116.82
|
|
|
$
|
163.75
|
|
|
$
|
188.03
|
|
|
$
|
201.40
|
|
NASDAQ Bank
|
|
$
|
100.00
|
|
|
$
|
89.50
|
|
|
$
|
106.23
|
|
|
$
|
150.55
|
|
|
$
|
157.95
|
|
|
$
|
171.92
|
|
SNL Bank and Thrift
|
|
$
|
100.00
|
|
|
$
|
77.76
|
|
|
$
|
104.42
|
|
|
$
|
142.97
|
|
|
$
|
159.60
|
|
|
$
|
162.83
|
|
*Total return assumes reinvestment of dividends
|
|
•
|
the present value of expected future cash flows discounted at the loan's effective interest rate; or
|
•
|
the fair value of the collateral if the loan is collateral dependent.
|
•
|
Significant under-performance relative to expected historical or projected future operating results
|
•
|
Significant changes in the manner of use of the acquired assets or the strategy for the overall business
|
•
|
Significant negative industry or economic trends
|
•
|
Significant decline in the market price for our common stock over a sustained period; and market capitalization relative to net book value
|
•
|
For intangible assets and long-lived assets, if the carrying value of the asset exceeds the undiscounted cash flows from such asset
|
NONINTEREST INCOME
|
|||||||||||||||||
|
For the Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015/2014
|
|
2014/2013
|
||||||||
Service charges and fees
|
$
|
24,308
|
|
|
$
|
20,085
|
|
|
$
|
17,660
|
|
|
21
|
%
|
|
14
|
%
|
Loan servicing income
|
5,276
|
|
|
5,583
|
|
|
1,648
|
|
|
(5
|
)
|
|
239
|
|
|||
Trust fees
|
14,281
|
|
|
13,097
|
|
|
11,708
|
|
|
9
|
|
|
12
|
|
|||
Brokerage and insurance commissions
|
3,789
|
|
|
4,440
|
|
|
4,561
|
|
|
(15
|
)
|
|
(3
|
)
|
|||
Securities gains, net
|
13,143
|
|
|
3,668
|
|
|
7,121
|
|
|
258
|
|
|
(48
|
)
|
|||
Gain (loss) on trading account securities, net
|
—
|
|
|
(38
|
)
|
|
1,421
|
|
|
100
|
|
|
(103
|
)
|
|||
Impairment loss on securities
|
(769
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|||
Gains on sale of loans held for sale
|
45,249
|
|
|
31,337
|
|
|
40,195
|
|
|
44
|
|
|
(22
|
)
|
|||
Valuation adjustment on mortgage servicing rights
|
—
|
|
|
—
|
|
|
496
|
|
|
—
|
|
|
(100
|
)
|
|||
Income on bank owned life insurance
|
1,999
|
|
|
1,472
|
|
|
1,555
|
|
|
36
|
|
|
(5
|
)
|
|||
Other noninterest income
|
3,409
|
|
|
2,580
|
|
|
3,253
|
|
|
32
|
|
|
(21
|
)
|
|||
Total Noninterest Income
|
$
|
110,685
|
|
|
$
|
82,224
|
|
|
$
|
89,618
|
|
|
35
|
%
|
|
(8
|
)%
|
|
As of and For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Mortgage Servicing Fees
|
$
|
10,707
|
|
|
$
|
8,807
|
|
|
$
|
6,897
|
|
Mortgage Servicing Rights Amortization
|
(8,601
|
)
|
|
(5,422
|
)
|
|
(7,314
|
)
|
|||
Total Residential Mortgage Loan Servicing Income
|
$
|
2,106
|
|
|
$
|
3,385
|
|
|
$
|
(417
|
)
|
Valuation Adjustment on Mortgage Servicing Rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
496
|
|
Gains On Sale of Residential Mortgage Loans Held For Sale
|
$
|
43,001
|
|
|
$
|
30,568
|
|
|
$
|
39,728
|
|
Total Residential Mortgage Loan Applications
|
$
|
2,013,407
|
|
|
$
|
1,606,246
|
|
|
$
|
1,919,594
|
|
Residential Mortgage Loans Originated
|
$
|
1,371,274
|
|
|
$
|
1,058,840
|
|
|
$
|
1,484,949
|
|
Residential Mortgage Loans Sold
|
$
|
1,291,298
|
|
|
$
|
923,349
|
|
|
$
|
1,421,497
|
|
Residential Mortgage Loan Servicing Portfolio
|
$
|
4,057,861
|
|
|
$
|
3,498,724
|
|
|
$
|
3,045,893
|
|
NONINTEREST EXPENSES
|
|||||||||||||||||
|
For the Years Ended December 31,
|
|
% Change
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015/2014
|
|
2014/2013
|
||||||||
Salaries and employee benefits
|
$
|
144,105
|
|
|
$
|
129,843
|
|
|
$
|
118,224
|
|
|
11
|
%
|
|
10
|
%
|
Occupancy
|
16,928
|
|
|
15,746
|
|
|
13,459
|
|
|
8
|
|
|
17
|
|
|||
Furniture and equipment
|
8,747
|
|
|
8,105
|
|
|
8,040
|
|
|
8
|
|
|
1
|
|
|||
Professional fees
|
23,047
|
|
|
18,241
|
|
|
17,532
|
|
|
26
|
|
|
4
|
|
|||
FDIC insurance assessments
|
3,759
|
|
|
3,808
|
|
|
3,544
|
|
|
(1
|
)
|
|
7
|
|
|||
Advertising
|
5,465
|
|
|
5,524
|
|
|
5,294
|
|
|
(1
|
)
|
|
4
|
|
|||
Intangible assets amortization
|
2,978
|
|
|
2,223
|
|
|
1,063
|
|
|
34
|
|
|
109
|
|
|||
Other real estate and loan collection expenses
|
2,437
|
|
|
2,309
|
|
|
4,445
|
|
|
6
|
|
|
(48
|
)
|
|||
Loss on sales/valuations of assets, net
|
6,821
|
|
|
2,105
|
|
|
3,034
|
|
|
224
|
|
|
(31
|
)
|
|||
Other noninterest expenses
|
36,759
|
|
|
27,896
|
|
|
21,926
|
|
|
32
|
|
|
27
|
|
|||
Total Noninterest Expenses
|
$
|
251,046
|
|
|
$
|
215,800
|
|
|
$
|
196,561
|
|
|
16
|
%
|
|
10
|
%
|
Efficiency ratio, fully taxable equivalent
(1)
|
69.16
|
%
|
|
71.61
|
%
|
|
75.01
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
(1) See the following reconciliation of Non-GAAP measure.
|
LOAN AND LEASE PORTFOLIO
|
||||||||||||||||||||||||||||||||||
|
As of December 31,
|
|||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||||
Loans and leases receivable held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial
|
$
|
1,279,214
|
|
|
25.56
|
%
|
|
$
|
1,036,080
|
|
|
26.72
|
%
|
|
$
|
950,197
|
|
|
27.16
|
%
|
|
$
|
712,308
|
|
|
25.22
|
%
|
|
$
|
646,116
|
|
|
25.97
|
%
|
Commercial real estate
|
2,326,360
|
|
|
46.50
|
|
|
1,707,060
|
|
|
44.02
|
|
|
1,529,683
|
|
|
43.70
|
|
|
1,289,184
|
|
|
45.62
|
|
|
1,163,784
|
|
|
46.79
|
|
|||||
Agricultural and agricultural real estate
|
471,870
|
|
|
9.43
|
|
|
423,827
|
|
|
10.93
|
|
|
376,735
|
|
|
10.76
|
|
|
328,311
|
|
|
11.62
|
|
|
262,975
|
|
|
10.57
|
|
|||||
Residential mortgage
|
539,555
|
|
|
10.78
|
|
|
380,341
|
|
|
9.81
|
|
|
349,349
|
|
|
9.98
|
|
|
249,689
|
|
|
8.84
|
|
|
194,436
|
|
|
7.82
|
|
|||||
Consumer
|
386,867
|
|
|
7.73
|
|
|
330,555
|
|
|
8.52
|
|
|
294,145
|
|
|
8.40
|
|
|
245,678
|
|
|
8.70
|
|
|
220,099
|
|
|
8.85
|
|
|||||
Gross loans and leases receivable held to maturity
|
5,003,866
|
|
|
100.00
|
%
|
|
3,877,863
|
|
|
100.00
|
%
|
|
3,500,109
|
|
|
100.00
|
%
|
|
2,825,170
|
|
|
100.00
|
%
|
|
2,487,410
|
|
|
100.00
|
%
|
|||||
Unearned discount
|
(488
|
)
|
|
|
|
(90
|
)
|
|
|
|
(168
|
)
|
|
|
|
(676
|
)
|
|
|
|
(2,463
|
)
|
|
|
||||||||||
Deferred loan fees
|
(1,892
|
)
|
|
|
|
(1,028
|
)
|
|
|
|
(2,989
|
)
|
|
|
|
(2,945
|
)
|
|
|
|
(3,663
|
)
|
|
|
||||||||||
Total net loans and leases receivable held to maturity
|
$
|
5,001,486
|
|
|
|
|
$
|
3,876,745
|
|
|
|
|
$
|
3,496,952
|
|
|
|
|
$
|
2,821,549
|
|
|
|
|
$
|
2,481,284
|
|
|
|
|||||
Loans covered under loss share agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and commercial real estate
|
$
|
—
|
|
|
—
|
%
|
|
$
|
54
|
|
|
4.29
|
%
|
|
$
|
2,314
|
|
|
40.24
|
%
|
|
$
|
3,074
|
|
|
42.38
|
%
|
|
$
|
6,380
|
|
|
47.8
|
%
|
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
543
|
|
|
9.45
|
|
|
748
|
|
|
10.31
|
|
|
1,659
|
|
|
12.43
|
|
|||||
Residential mortgage
|
—
|
|
|
—
|
|
|
1,204
|
|
|
95.71
|
|
|
2,280
|
|
|
39.66
|
|
|
2,645
|
|
|
36.47
|
|
|
4,158
|
|
|
31.15
|
|
|||||
Consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
612
|
|
|
10.65
|
|
|
786
|
|
|
10.84
|
|
|
1,150
|
|
|
8.62
|
|
|||||
Total loans covered under loss share agreements
|
—
|
|
|
—
|
%
|
|
1,258
|
|
|
100.00
|
%
|
|
5,749
|
|
|
100.00
|
%
|
|
7,253
|
|
|
100.00
|
%
|
|
13,347
|
|
|
100.00
|
%
|
|||||
Allowance for loan and lease losses
|
(48,685
|
)
|
|
|
|
(41,449
|
)
|
|
|
|
(41,685
|
)
|
|
|
|
(38,715
|
)
|
|
|
|
(36,808
|
)
|
|
|
||||||||||
Loans and leases receivable, net
|
$
|
4,952,801
|
|
|
|
|
$
|
3,836,554
|
|
|
|
|
|
$
|
3,461,016
|
|
|
|
|
$
|
2,790,087
|
|
|
|
|
$
|
2,457,823
|
|
|
|
LOANS SECURED BY REAL ESTATE
|
|
|
|
||||
|
As of December 31,
|
||||||
|
2015
|
|
2014
|
||||
Residential real estate, excluding residential construction and residential lot loans
|
$
|
849,296
|
|
|
$
|
702,627
|
|
Industrial, manufacturing, business and commercial
|
429,891
|
|
|
321,338
|
|
||
Agriculture
|
255,345
|
|
|
252,143
|
|
||
Retail
|
239,975
|
|
|
200,049
|
|
||
Office
|
275,289
|
|
|
225,769
|
|
||
Land development and lots
|
122,551
|
|
|
122,662
|
|
||
Hotel, resort and hospitality
|
115,083
|
|
|
105,217
|
|
||
Multi-family
|
179,243
|
|
|
150,657
|
|
||
Food and beverage
|
90,339
|
|
|
79,208
|
|
||
Warehousing
|
82,356
|
|
|
68,449
|
|
||
Health services
|
101,961
|
|
|
49,401
|
|
||
Residential construction
|
97,205
|
|
|
72,419
|
|
||
All other
|
164,255
|
|
|
127,714
|
|
||
Loans acquired in 4th quarter 2015
|
318,797
|
|
|
—
|
|
||
Total loans secured by real estate
|
$
|
3,321,586
|
|
|
$
|
2,477,653
|
|
ALLOCATION OF ALLOWANCE FOR LOAN AND LEASE LOSSES
|
||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||
|
As of December 31,
|
|||||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||
|
Amount
|
|
Loan Category to Gross Loans & Leases Receivable
|
|
Amount
|
|
Loan Category to Gross Loans & Leases Receivable
|
|
Amount
|
|
Loan Category to Gross Loans & Leases Receivable
|
|
Amount
|
|
Loan Category to Gross Loans & Leases Receivable
|
|
Amount
|
|
Loan Category to Gross Loans & Leases Receivable
|
|||||||||||||||
Commercial
|
$
|
16,095
|
|
|
25.56
|
%
|
|
$
|
11,909
|
|
|
26.72
|
%
|
|
$
|
13,099
|
|
|
27.16
|
%
|
|
$
|
11,388
|
|
|
25.22
|
%
|
|
$
|
10,547
|
|
|
25.97
|
%
|
Commercial real estate
|
19,532
|
|
|
46.50
|
|
|
15,898
|
|
|
44.02
|
|
|
14,152
|
|
|
43.70
|
|
|
14,473
|
|
|
45.62
|
|
|
14,623
|
|
|
46.79
|
|
|||||
Residential real estate
|
1,934
|
|
|
10.78
|
|
|
3,741
|
|
|
9.81
|
|
|
3,720
|
|
|
9.98
|
|
|
3,543
|
|
|
8.84
|
|
|
3,001
|
|
|
7.82
|
|
|||||
Agricultural and agricultural real estate
|
3,887
|
|
|
9.43
|
|
|
3,295
|
|
|
10.93
|
|
|
2,992
|
|
|
10.76
|
|
|
2,138
|
|
|
11.62
|
|
|
1,763
|
|
|
10.57
|
|
|||||
Consumer
|
7,237
|
|
|
7.73
|
|
|
6,606
|
|
|
8.52
|
|
|
7,722
|
|
|
8.40
|
|
|
7,173
|
|
|
8.70
|
|
|
6,874
|
|
|
8.85
|
|
|||||
Total allowance for loan and lease losses
|
$
|
48,685
|
|
|
|
|
$
|
41,449
|
|
|
|
|
$
|
41,685
|
|
|
|
|
$
|
38,715
|
|
|
|
|
$
|
36,808
|
|
|
|
SECURITIES PORTFOLIO COMPOSITION
|
||||||||||||||||||||
|
As of December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Amount
|
|
% of
Portfolio
|
|
Amount
|
|
% of
Portfolio
|
|
Amount
|
|
% of
Portfolio
|
|||||||||
U.S. government corporations and agencies
|
$
|
25,766
|
|
|
1.37
|
%
|
|
$
|
24,093
|
|
|
1.41
|
%
|
|
$
|
218,303
|
|
|
11.52
|
%
|
Mortgage-backed securities
|
1,247,071
|
|
|
66.37
|
|
|
1,225,000
|
|
|
71.77
|
|
|
1,149,920
|
|
|
60.68
|
|
|||
Obligation of states and political subdivisions
|
570,730
|
|
|
30.37
|
|
|
432,279
|
|
|
25.32
|
|
|
498,149
|
|
|
26.29
|
|
|||
Corporate debt securities
|
846
|
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Equity securities
|
13,138
|
|
|
0.70
|
|
|
5,083
|
|
|
0.30
|
|
|
5,028
|
|
|
0.26
|
|
|||
Other securities
|
21,443
|
|
|
1.14
|
|
|
20,498
|
|
|
1.20
|
|
|
23,644
|
|
|
1.25
|
|
|||
Total securities
|
$
|
1,878,994
|
|
|
100.00
|
%
|
|
$
|
1,706,953
|
|
|
100.00
|
%
|
|
$
|
1,895,044
|
|
|
100.00
|
%
|
SECURITIES AVAILABLE FOR SALE PORTFOLIO MATURITIES
|
|||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||
|
Within
One Year
|
|
After One But Within
Five Years
|
|
After Five But Within
Ten Years
|
|
After
Ten Years
|
|
Mortgage-backed and
equity securities
|
Total
|
|||||||||||||||||||||||||||||||
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
||||||||||||||||||
U.S. government corporations and agencies
|
$
|
2,006
|
|
|
0.33
|
%
|
|
$
|
14,010
|
|
|
1.30
|
%
|
|
$
|
6,436
|
|
|
2.08
|
%
|
|
$
|
3,314
|
|
|
2.45
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
25,766
|
|
|
3.14
|
%
|
Obligations of states and political subdivisions
|
788
|
|
|
2.81
|
|
|
19,115
|
|
|
3.07
|
|
|
68,957
|
|
|
3.26
|
|
|
207,122
|
|
|
3.10
|
|
|
—
|
|
|
—
|
|
|
295,982
|
|
|
3.13
|
|
||||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
846
|
|
|
4.22
|
|
|
—
|
|
|
—
|
|
|
846
|
|
|
4.22
|
|
||||||
Mortgage backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,242,702
|
|
|
2.28
|
|
|
1,242,702
|
|
|
2.28
|
|
||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,138
|
|
|
—
|
|
|
13,138
|
|
|
—
|
|
||||||
Total
|
$
|
2,794
|
|
|
1.03
|
%
|
|
$
|
33,125
|
|
|
2.32
|
%
|
|
$
|
75,393
|
|
|
3.16
|
%
|
|
$
|
211,282
|
|
|
3.09
|
%
|
|
$
|
1,255,840
|
|
|
2.28
|
%
|
|
$
|
1,578,434
|
|
|
2.45
|
%
|
SECURITIES HELD TO MATURITY PORTFOLIO MATURITIES
|
|||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||
|
Within
One Year
|
|
After One But Within
Five Years
|
|
After Five But Within
Ten Years
|
|
After
Ten Years
|
|
Mortgage-backed and
equity securities
|
Total
|
|||||||||||||||||||||||||||||||
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
||||||||||||||||||
Obligations of states and political subdivisions
|
$
|
4,602
|
|
|
3.96
|
%
|
|
$
|
13,220
|
|
|
3.93
|
%
|
|
$
|
68,773
|
|
|
4.08
|
%
|
|
$
|
188,153
|
|
|
4.00
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
274,748
|
|
|
4.02
|
%
|
Mortgage backed and equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
4,369
|
|
|
8.73
|
|
|
4,369
|
|
|
8.73
|
|
||||||
Total
|
$
|
4,602
|
|
|
3.96
|
%
|
|
$
|
13,220
|
|
|
3.93
|
%
|
|
$
|
68,773
|
|
|
4.08
|
%
|
|
$
|
188,153
|
|
|
4.00
|
%
|
|
$
|
4,369
|
|
|
8.73
|
%
|
|
$
|
279,117
|
|
|
4.09
|
%
|
AVERAGE DEPOSITS
|
|||||||||||||||||||||||||||||
|
For the Years Ended December 31,
|
||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
Average
Deposits
|
|
Percent
of Deposits
|
|
Average
Interest
Rate
|
|
Average
Deposits
|
|
Percent
of Deposits
|
|
Average
Interest
Rate
|
|
Average
Deposits
|
|
Percent
of Deposits
|
|
Average
Interest
Rate
|
||||||||||||
Demand deposits
|
$
|
1,592,816
|
|
|
29.18
|
%
|
|
—
|
%
|
|
$
|
1,243,376
|
|
|
26.46
|
%
|
|
—
|
%
|
|
$
|
1,064,177
|
|
|
26.52
|
%
|
|
—
|
%
|
Savings
|
2,918,706
|
|
|
53.47
|
|
|
0.23
|
|
|
2,589,649
|
|
|
55.11
|
|
|
0.31
|
|
|
2,101,295
|
|
|
52.36
|
|
|
0.32
|
|
|||
Time deposits less than $100,000
|
606,030
|
|
|
11.10
|
|
|
0.95
|
|
|
535,483
|
|
|
11.40
|
|
|
1.24
|
|
|
532,157
|
|
|
13.26
|
|
|
1.67
|
|
|||
Time deposits of $100,000 or more
|
341,071
|
|
|
6.25
|
|
|
0.92
|
|
|
330,428
|
|
|
7.03
|
|
|
1.05
|
|
|
315,623
|
|
|
7.86
|
|
|
1.40
|
|
|||
Total deposits
|
$
|
5,458,623
|
|
|
100.00
|
%
|
|
|
|
$
|
4,698,936
|
|
|
100.00
|
%
|
|
|
|
$
|
4,013,252
|
|
|
100.00
|
%
|
|
|
TIME DEPOSITS $100,000 AND OVER
|
|
||
|
December 31, 2015
|
||
3 months or less
|
$
|
211,957
|
|
Over 3 months through 6 months
|
63,127
|
|
|
Over 6 months through 12 months
|
104,263
|
|
|
Over 12 months
|
103,877
|
|
|
|
$
|
483,224
|
|
SHORT-TERM BORROWINGS
|
As of and For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at end of period
|
$
|
293,898
|
|
|
$
|
330,264
|
|
|
$
|
408,756
|
|
Maximum month-end amount outstanding
|
477,918
|
|
|
420,494
|
|
|
408,756
|
|
|||
Average month-end amount outstanding
|
330,134
|
|
|
307,470
|
|
|
274,352
|
|
|||
Weighted average interest rate at year-end
|
0.15
|
%
|
|
0.19
|
%
|
|
0.19
|
%
|
|||
Weighted average interest rate for the year
|
0.25
|
%
|
|
0.28
|
%
|
|
0.31
|
%
|
|
2015
|
|
2014
|
||||||||||
|
Net Interest
Margin
|
|
% Change
From Base
|
|
Net Interest
Margin
|
|
% Change
From Base
|
||||||
Year 1
|
|
|
|
|
|
|
|
||||||
Down 100 Basis Points
|
$
|
234,936
|
|
|
(2.12
|
)%
|
|
$
|
187,340
|
|
|
(1.75
|
)%
|
Base
|
$
|
240,014
|
|
|
|
|
$
|
190,673
|
|
|
|
||
Up 200 Basis Points
|
$
|
237,327
|
|
|
(1.12
|
)%
|
|
$
|
193,773
|
|
|
1.63
|
%
|
Year 2
|
|
|
|
|
|
|
|
|
|||||
Down 100 Basis Points
|
$
|
225,803
|
|
|
(5.92
|
)%
|
|
$
|
179,828
|
|
|
(5.69
|
)%
|
Base
|
$
|
241,105
|
|
|
0.45
|
%
|
|
$
|
190,442
|
|
|
(0.12
|
)%
|
Up 200 Basis Points
|
$
|
246,145
|
|
|
2.55
|
%
|
|
$
|
204,026
|
|
|
7.00
|
%
|
HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
|
|
||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
60,042
|
|
|
$
|
41,900
|
|
|
$
|
36,853
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
24,046
|
|
|
17,751
|
|
|
17,240
|
|
|||
Provision for loan and lease losses
|
12,697
|
|
|
14,501
|
|
|
9,697
|
|
|||
Net amortization of premium on securities
|
28,405
|
|
|
26,396
|
|
|
29,355
|
|
|||
Provision for deferred taxes
|
2,121
|
|
|
3,630
|
|
|
2,761
|
|
|||
Securities gains, net
|
(13,143
|
)
|
|
(3,668
|
)
|
|
(7,121
|
)
|
|||
(Increase) decrease in trading account securities
|
—
|
|
|
1,801
|
|
|
(1,421
|
)
|
|||
Impairment loss on securities
|
769
|
|
|
—
|
|
|
—
|
|
|||
Stock based compensation
|
3,278
|
|
|
3,398
|
|
|
1,828
|
|
|||
Losses on sales/valuations of assets, net
|
6,821
|
|
|
2,105
|
|
|
3,034
|
|
|||
Loans originated for sale
|
(1,324,494
|
)
|
|
(964,355
|
)
|
|
(1,381,319
|
)
|
|||
Proceeds on sales of loans held for sale
|
1,351,457
|
|
|
963,225
|
|
|
1,458,704
|
|
|||
Net gains on sales of loans held for sale
|
(30,504
|
)
|
|
(22,719
|
)
|
|
(27,430
|
)
|
|||
(Increase) decrease in accrued interest receivable
|
(290
|
)
|
|
229
|
|
|
243
|
|
|||
(Increase) decrease in prepaid expenses
|
(3,110
|
)
|
|
(1,381
|
)
|
|
8,279
|
|
|||
Decrease in accrued interest payable
|
(1,424
|
)
|
|
(1,342
|
)
|
|
(949
|
)
|
|||
Capitalization of servicing rights
|
(14,745
|
)
|
|
(8,618
|
)
|
|
(12,769
|
)
|
|||
Valuation adjustment on mortgage servicing rights
|
—
|
|
|
—
|
|
|
(496
|
)
|
|||
Other, net
|
(440
|
)
|
|
7,548
|
|
|
(901
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
101,486
|
|
|
80,401
|
|
|
135,588
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Purchase of time deposits in other financial institutions
|
—
|
|
|
—
|
|
|
(3,605
|
)
|
|||
Proceeds from the sale of securities available for sale
|
1,115,359
|
|
|
791,767
|
|
|
546,532
|
|
|||
Proceeds from the sale of other investments
|
15,327
|
|
|
13,201
|
|
|
5,588
|
|
|||
Proceeds from the sale of time deposits in other financial institutions
|
2,925
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the maturity of and principal paydowns on securities available for sale
|
162,311
|
|
|
136,552
|
|
|
222,881
|
|
|||
Proceeds from the maturity of and principal paydowns on securities held to maturity
|
3,071
|
|
|
1,501
|
|
|
2,170
|
|
|||
Proceeds from the maturity of and principal paydowns on other investments
|
619
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the maturity of time deposits in other financial institutions
|
250
|
|
|
750
|
|
|
250
|
|
|||
Purchase of securities available for sale
|
(1,206,909
|
)
|
|
(715,215
|
)
|
|
(861,967
|
)
|
|||
Purchase of securities held to maturity
|
—
|
|
|
(22,983
|
)
|
|
—
|
|
|||
Purchase of other investments
|
(9,840
|
)
|
|
(11,856
|
)
|
|
(7,288
|
)
|
|||
Net increase in loans and leases
|
(196,509
|
)
|
|
(397,311
|
)
|
|
(284,843
|
)
|
|||
Purchase of bank owned life insurance policies
|
(1,100
|
)
|
|
—
|
|
|
(2,835
|
)
|
|||
Proceeds from bank owned life insurance policies
|
1,229
|
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
(8,111
|
)
|
|
(6,615
|
)
|
|
(10,481
|
)
|
|||
Net cash acquired in acquisitions
|
41,744
|
|
|
—
|
|
|
49,665
|
|
|||
Proceeds from sale of equipment
|
1,181
|
|
|
363
|
|
|
137
|
|
|||
Proceeds on sale of OREO and other repossessed assets
|
9,465
|
|
|
16,174
|
|
|
19,839
|
|
|||
NET CASH USED BY INVESTING ACTIVITIES
|
(68,988
|
)
|
|
(193,672
|
)
|
|
(323,957
|
)
|
|||
|
|
|
|
|
|
(Dollars and number of shares in thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to Heartland
|
$
|
60,042
|
|
|
$
|
41,900
|
|
|
$
|
36,789
|
|
Preferred dividends and discount
|
(817
|
)
|
|
(817
|
)
|
|
(1,093
|
)
|
|||
Net income available to common stockholders
|
$
|
59,225
|
|
|
$
|
41,083
|
|
|
$
|
35,696
|
|
Weighted average common shares outstanding for basic earnings per share
|
20,672
|
|
|
18,462
|
|
|
17,199
|
|
|||
Assumed incremental common shares issued upon exercise of stock options and non-vested restricted stock units
|
257
|
|
|
280
|
|
|
261
|
|
|||
Weighted average common shares for diluted earnings per share
|
20,929
|
|
|
18,742
|
|
|
17,460
|
|
|||
Earnings per common share — basic
|
$
|
2.87
|
|
|
$
|
2.23
|
|
|
$
|
2.08
|
|
Earnings per common share — diluted
|
$
|
2.83
|
|
|
$
|
2.19
|
|
|
$
|
2.04
|
|
Number of antidilutive stock options excluded from diluted earnings per share computation
|
—
|
|
|
88
|
|
|
99
|
|
|
As of November 30, 2015
|
||
Fair value of consideration paid
|
|
||
Common Stock (1,758,543 shares)
|
$
|
67,018
|
|
Cash
|
28,522
|
|
|
Total consideration paid
|
95,540
|
|
|
Fair value of assets acquired
|
|
||
Cash and due from banks
|
77,127
|
|
|
Securities:
|
|
||
Securities available for sale
|
181,647
|
|
|
Securities held to maturity
|
—
|
|
|
Other securities
|
4,554
|
|
|
Loans held for sale
|
—
|
|
|
Loans held to maturity
|
389,787
|
|
|
Premises, furniture and equipment, net
|
4,221
|
|
|
Other real estate, net
|
—
|
|
|
Other intangible assets, net
|
8,596
|
|
|
Other assets
|
26,790
|
|
|
Total assets
|
692,722
|
|
|
Fair value of liabilities assumed
|
|
||
Deposits
|
622,676
|
|
|
Short term borrowings
|
—
|
|
|
Other borrowings
|
—
|
|
|
Other liabilities
|
15,530
|
|
|
Total liabilities assumed
|
638,206
|
|
|
Fair value of net assets acquired
|
54,516
|
|
|
Goodwill resulting from acquisition
|
$
|
41,024
|
|
(Dollars in thousands, except per share data), unaudited
|
For the Years Ended
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Net interest income
|
$
|
253,985
|
|
|
$
|
223,510
|
|
Net income available to common shareholders
|
$
|
61,809
|
|
|
$
|
48,252
|
|
Basic earnings per share
|
$
|
2.76
|
|
|
$
|
2.36
|
|
Diluted earnings per share
|
$
|
2.73
|
|
|
$
|
2.33
|
|
|
As of January 16, 2015
|
||
Fair value of consideration paid
|
|
||
Common Stock (1,970,720 shares)
|
$
|
53,052
|
|
Cash
|
6
|
|
|
Total consideration paid
|
53,058
|
|
|
Fair value of assets acquired
|
|
||
Cash and due from banks
|
7,109
|
|
|
Securities:
|
|
||
Securities available for sale
|
52,976
|
|
|
Other securities
|
1,284
|
|
|
Loans held for sale
|
728
|
|
|
Loans held to maturity
|
395,007
|
|
|
Premises, furniture and equipment, net
|
13,954
|
|
|
Other real estate, net
|
346
|
|
|
Other intangible assets, net
|
10,295
|
|
|
Other assets
|
25,066
|
|
|
Total assets
|
506,765
|
|
|
Fair value of liabilities assumed
|
|
||
Deposits
|
433,919
|
|
|
Short term borrowings
|
24,836
|
|
|
Other borrowings
|
6,097
|
|
|
Other liabilities
|
7,434
|
|
|
Total liabilities assumed
|
472,286
|
|
|
Fair value of net assets acquired
|
34,479
|
|
|
Goodwill resulting from acquisition
|
$
|
18,579
|
|
(Dollars in thousands, except per share data), unaudited
|
For the Years Ended
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Net interest income
|
$
|
233,998
|
|
|
$
|
220,358
|
|
Net income available to common stockholders
|
$
|
59,225
|
|
|
$
|
44,710
|
|
Basic earnings per share
|
$
|
2.87
|
|
|
$
|
2.19
|
|
Diluted earnings per share
|
$
|
2.83
|
|
|
$
|
2.16
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
$
|
25,847
|
|
|
$
|
22
|
|
|
$
|
(103
|
)
|
|
$
|
25,766
|
|
Mortgage-backed securities
|
1,254,452
|
|
|
9,134
|
|
|
(20,884
|
)
|
|
1,242,702
|
|
||||
Obligations of states and political subdivisions
|
290,522
|
|
|
6,547
|
|
|
(1,087
|
)
|
|
295,982
|
|
||||
Corporate debt securities
|
740
|
|
|
106
|
|
|
—
|
|
|
846
|
|
||||
Total debt securities
|
1,571,561
|
|
|
15,809
|
|
|
(22,074
|
)
|
|
1,565,296
|
|
||||
Equity securities
|
13,142
|
|
|
40
|
|
|
(44
|
)
|
|
13,138
|
|
||||
Total
|
$
|
1,584,703
|
|
|
$
|
15,849
|
|
|
$
|
(22,118
|
)
|
|
$
|
1,578,434
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
U.S. government corporations and agencies
|
$
|
24,010
|
|
|
$
|
98
|
|
|
$
|
(15
|
)
|
|
$
|
24,093
|
|
Mortgage-backed securities
|
1,219,305
|
|
|
11,929
|
|
|
(11,968
|
)
|
|
1,219,266
|
|
||||
Obligations of states and political subdivisions
|
148,450
|
|
|
5,304
|
|
|
(328
|
)
|
|
153,426
|
|
||||
Corporate debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities
|
1,391,765
|
|
|
17,331
|
|
|
(12,311
|
)
|
|
1,396,785
|
|
||||
Equity securities
|
5,029
|
|
|
54
|
|
|
—
|
|
|
5,083
|
|
||||
Total
|
$
|
1,396,794
|
|
|
$
|
17,385
|
|
|
$
|
(12,311
|
)
|
|
$
|
1,401,868
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
$
|
4,369
|
|
|
$
|
306
|
|
|
$
|
—
|
|
|
$
|
4,675
|
|
Obligations of states and political subdivisions
|
274,748
|
|
|
15,595
|
|
|
(505
|
)
|
|
289,838
|
|
||||
Total
|
$
|
279,117
|
|
|
$
|
15,901
|
|
|
$
|
(505
|
)
|
|
$
|
294,513
|
|
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
$
|
5,734
|
|
|
$
|
217
|
|
|
$
|
(667
|
)
|
|
$
|
5,284
|
|
Obligations of states and political subdivisions
|
278,853
|
|
|
13,576
|
|
|
(945
|
)
|
|
291,484
|
|
||||
Total
|
$
|
284,587
|
|
|
$
|
13,793
|
|
|
$
|
(1,612
|
)
|
|
$
|
296,768
|
|
|
December 31, 2015
|
||||||
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
Due in 1 year or less
|
$
|
2,787
|
|
|
$
|
2,794
|
|
Due in 1 to 5 years
|
33,222
|
|
|
33,125
|
|
||
Due in 5 to 10 years
|
75,254
|
|
|
75,393
|
|
||
Due after 10 years
|
205,846
|
|
|
211,282
|
|
||
Total debt securities
|
317,109
|
|
|
322,594
|
|
||
Mortgage-backed securities
|
1,254,452
|
|
|
1,242,702
|
|
||
Equity securities
|
13,142
|
|
|
13,138
|
|
||
Total investment securities
|
$
|
1,584,703
|
|
|
$
|
1,578,434
|
|
|
December 31, 2015
|
||||||
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
Due in 1 year or less
|
$
|
4,602
|
|
|
$
|
4,649
|
|
Due in 1 to 5 years
|
13,220
|
|
|
13,876
|
|
||
Due in 5 to 10 years
|
68,773
|
|
|
72,411
|
|
||
Due after 10 years
|
188,153
|
|
|
198,902
|
|
||
Total debt securities
|
274,748
|
|
|
289,838
|
|
||
Mortgage-backed securities
|
4,369
|
|
|
4,675
|
|
||
Total investment securities
|
$
|
279,117
|
|
|
$
|
294,513
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Available for Sale Securities sold:
|
|
|
|
|
|
||||||
Proceeds from sales
|
$
|
1,115,359
|
|
|
$
|
791,767
|
|
|
$
|
546,532
|
|
Gross security gains
|
15,205
|
|
|
5,871
|
|
|
8,895
|
|
|||
Gross security losses
|
2,022
|
|
|
2,203
|
|
|
1,774
|
|
Securities available for sale
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government corporations and agencies
|
$
|
22,359
|
|
|
$
|
(103
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,359
|
|
|
$
|
(103
|
)
|
Mortgage-backed securities
|
724,330
|
|
|
(15,523
|
)
|
|
139,562
|
|
|
(5,361
|
)
|
|
863,892
|
|
|
(20,884
|
)
|
||||||
Obligations of states and political subdivisions
|
68,482
|
|
|
(896
|
)
|
|
7,460
|
|
|
(191
|
)
|
|
75,942
|
|
|
(1,087
|
)
|
||||||
Total debt securities
|
815,171
|
|
|
(16,522
|
)
|
|
147,022
|
|
|
(5,552
|
)
|
|
962,193
|
|
|
(22,074
|
)
|
||||||
Equity securities
|
6,566
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
6,566
|
|
|
(44
|
)
|
||||||
Total temporarily impaired securities
|
$
|
821,737
|
|
|
$
|
(16,566
|
)
|
|
$
|
147,022
|
|
|
$
|
(5,552
|
)
|
|
$
|
968,759
|
|
|
$
|
(22,118
|
)
|
December 31, 2014
|
|||||||||||||||||||||||
U.S. government corporations and agencies
|
$
|
6,042
|
|
|
$
|
(15
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,042
|
|
|
$
|
(15
|
)
|
Mortgage-backed securities
|
327,363
|
|
|
(7,391
|
)
|
|
306,078
|
|
|
(4,577
|
)
|
|
633,441
|
|
|
(11,968
|
)
|
||||||
Obligations of states and political subdivisions
|
886
|
|
|
(6
|
)
|
|
20,507
|
|
|
(322
|
)
|
|
21,393
|
|
|
(328
|
)
|
||||||
Total debt securities
|
334,291
|
|
|
(7,412
|
)
|
|
326,585
|
|
|
(4,899
|
)
|
|
660,876
|
|
|
(12,311
|
)
|
||||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total temporarily impaired securities
|
$
|
334,291
|
|
|
$
|
(7,412
|
)
|
|
$
|
326,585
|
|
|
$
|
(4,899
|
)
|
|
$
|
660,876
|
|
|
$
|
(12,311
|
)
|
Securities held to maturity
|
Less than 12 months
|
|
12 months or longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
3,646
|
|
|
(12
|
)
|
|
18,033
|
|
|
(493
|
)
|
|
21,679
|
|
|
(505
|
)
|
||||||
Total temporarily impaired securities
|
$
|
3,646
|
|
|
$
|
(12
|
)
|
|
$
|
18,033
|
|
|
$
|
(493
|
)
|
|
$
|
21,679
|
|
|
$
|
(505
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,761
|
|
|
$
|
(667
|
)
|
|
$
|
2,761
|
|
|
$
|
(667
|
)
|
Obligations of states and political subdivisions
|
3,172
|
|
|
(422
|
)
|
|
29,402
|
|
|
(523
|
)
|
|
32,574
|
|
|
(945
|
)
|
||||||
Total temporarily impaired securities
|
$
|
3,172
|
|
|
$
|
(422
|
)
|
|
$
|
32,163
|
|
|
$
|
(1,190
|
)
|
|
$
|
35,335
|
|
|
$
|
(1,612
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
OTTI write-downs included in earnings:
|
|
|
|
|
|
||||||
Available for sale debt securities:
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Held to maturity debt securities:
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
716
|
|
|
—
|
|
|
—
|
|
|||
Total debt security OTTI write-downs included in earnings
|
$
|
769
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
OTTI on debt securities
|
|
|
|
|
|
||||||
Recorded as part of gross realized losses:
|
|
|
|
|
|
||||||
Credit related OTTI
|
$
|
769
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Intent to sell OTTI
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total recorded as part of gross realized losses
|
769
|
|
|
—
|
|
|
—
|
|
|||
Recorded directly to AOCI for non-credit related impairment:
|
|
|
|
|
|
||||||
Reclassification of non-credit related impairment
|
(200
|
)
|
|
—
|
|
|
—
|
|
|||
Accretion of non-credit related impairment
|
(95
|
)
|
|
(95
|
)
|
|
(95
|
)
|
|||
Total changes to AOCI for non-credit related impairment
|
(295
|
)
|
|
(95
|
)
|
|
(95
|
)
|
|||
Total OTTI losses (accretion) recorded on debt securities
|
$
|
474
|
|
|
$
|
(95
|
)
|
|
$
|
(95
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Credit loss component, beginning of period
|
$
|
981
|
|
|
$
|
981
|
|
|
$
|
981
|
|
Additions:
|
|
|
|
|
|
||||||
Initial credit impairments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Subsequent credit impairments
|
769
|
|
|
—
|
|
|
—
|
|
|||
Total additions
|
769
|
|
|
—
|
|
|
—
|
|
|||
Reductions:
|
|
|
|
|
|
||||||
For securities sold
|
—
|
|
|
—
|
|
|
—
|
|
|||
Due to change in intent to sell or requirement to sell
|
—
|
|
|
—
|
|
|
—
|
|
|||
For recoveries of previous credit impairments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total reductions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Credit loss component, end of period
|
$
|
1,750
|
|
|
$
|
981
|
|
|
$
|
981
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Loans and leases receivable held to maturity:
|
|
|
|
||||
Commercial
|
$
|
1,279,214
|
|
|
$
|
1,036,080
|
|
Commercial real estate
|
2,326,360
|
|
|
1,707,060
|
|
||
Agricultural and agricultural real estate
|
471,870
|
|
|
423,827
|
|
||
Residential real estate
|
539,555
|
|
|
380,341
|
|
||
Consumer
|
386,867
|
|
|
330,555
|
|
||
Gross loans and leases receivable held to maturity
|
5,003,866
|
|
|
3,877,863
|
|
||
Unearned discount
|
(488
|
)
|
|
(90
|
)
|
||
Deferred loan fees
|
(1,892
|
)
|
|
(1,028
|
)
|
||
Total net loans and leases receivable held to maturity
|
5,001,486
|
|
|
3,876,745
|
|
||
Loans covered under loss share agreements:
|
|
|
|
||||
Commercial and commercial real estate
|
—
|
|
|
54
|
|
||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
||
Residential real estate
|
—
|
|
|
1,204
|
|
||
Consumer
|
—
|
|
|
—
|
|
||
Total loans covered under loss share agreements
|
—
|
|
|
1,258
|
|
||
Allowance for loan and lease losses
|
(48,685
|
)
|
|
(41,449
|
)
|
||
Loans and leases receivable, net
|
$
|
4,952,801
|
|
|
$
|
3,836,554
|
|
|
Allowance For Loan
and Lease Losses
|
|
Gross Loans and Leases Receivable
Held to Maturity
|
||||||||||||||||||||
|
Ending Balance
Under ASC
310-10-35
|
|
Ending Balance
Under ASC
450-20
|
|
Total
|
|
Ending Balance
Evaluated for Impairment
Under ASC
310-10-35
|
|
Ending Balance
Evaluated for Impairment
Under ASC
450-20
|
|
Total
|
||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
471
|
|
|
$
|
15,624
|
|
|
$
|
16,095
|
|
|
$
|
6,919
|
|
|
$
|
1,272,295
|
|
|
$
|
1,279,214
|
|
Commercial real estate
|
698
|
|
|
18,834
|
|
|
19,532
|
|
|
45,442
|
|
|
2,280,918
|
|
|
2,326,360
|
|
||||||
Agricultural and agricultural real estate
|
—
|
|
|
3,887
|
|
|
3,887
|
|
|
4,612
|
|
|
467,258
|
|
|
471,870
|
|
||||||
Residential real estate
|
393
|
|
|
1,541
|
|
|
1,934
|
|
|
17,790
|
|
|
521,765
|
|
|
539,555
|
|
||||||
Consumer
|
1,206
|
|
|
6,031
|
|
|
7,237
|
|
|
5,458
|
|
|
381,409
|
|
|
386,867
|
|
||||||
Total
|
$
|
2,768
|
|
|
$
|
45,917
|
|
|
$
|
48,685
|
|
|
$
|
80,221
|
|
|
$
|
4,923,645
|
|
|
$
|
5,003,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
754
|
|
|
$
|
11,155
|
|
|
$
|
11,909
|
|
|
$
|
4,526
|
|
|
$
|
1,031,554
|
|
|
$
|
1,036,080
|
|
Commercial real estate
|
636
|
|
|
15,262
|
|
|
15,898
|
|
|
35,771
|
|
|
1,671,289
|
|
|
1,707,060
|
|
||||||
Agricultural and agricultural real estate
|
52
|
|
|
3,243
|
|
|
3,295
|
|
|
5,049
|
|
|
418,778
|
|
|
423,827
|
|
||||||
Residential real estate
|
442
|
|
|
3,299
|
|
|
3,741
|
|
|
10,235
|
|
|
370,106
|
|
|
380,341
|
|
||||||
Consumer
|
813
|
|
|
5,793
|
|
|
6,606
|
|
|
6,143
|
|
|
324,412
|
|
|
330,555
|
|
||||||
Total
|
$
|
2,697
|
|
|
$
|
38,752
|
|
|
$
|
41,449
|
|
|
$
|
61,724
|
|
|
$
|
3,816,139
|
|
|
$
|
3,877,863
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Nonaccrual loans
|
$
|
37,874
|
|
|
$
|
24,205
|
|
Nonaccrual troubled debt restructured loans
|
1,781
|
|
|
865
|
|
||
Total nonaccrual loans
|
$
|
39,655
|
|
|
$
|
25,070
|
|
Accruing loans past due 90 days or more
|
—
|
|
|
—
|
|
||
Performing troubled debt restructured loans
|
$
|
11,075
|
|
|
$
|
12,133
|
|
|
For the Years Ended
|
||||||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
|
Number of Loans
|
|
Pre-Modification Recorded Investment
|
|
Post-Modification Recorded Investment
|
|
Number of Loans
|
|
Pre-Modification Recorded Investment
|
|
Post-Modification Recorded Investment
|
||||||||
Commercial
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
5
|
|
5,823
|
|
|
5,823
|
|
|
2
|
|
357
|
|
|
357
|
|
||||
Total commercial and commercial real estate
|
5
|
|
5,823
|
|
|
5,823
|
|
|
2
|
|
357
|
|
|
357
|
|
||||
Agricultural and agricultural real estate
|
1
|
|
311
|
|
|
311
|
|
|
2
|
|
3,357
|
|
|
3,357
|
|
||||
Residential real estate
|
1
|
|
55
|
|
|
55
|
|
|
5
|
|
757
|
|
|
757
|
|
||||
Consumer
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Total
|
7
|
|
$
|
6,189
|
|
|
$
|
6,189
|
|
|
9
|
|
$
|
4,471
|
|
|
$
|
4,471
|
|
|
With Payment Defaults During the Following Periods
|
||||||||||
|
For the Years Ended
|
||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||||||
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
||||
Commercial
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
—
|
|
|
1
|
|
55
|
|
||
Total commercial and commercial real estate
|
—
|
|
—
|
|
|
1
|
|
55
|
|
||
Agricultural and agricultural real estate
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Residential real estate
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Consumer
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Total
|
—
|
|
$
|
—
|
|
|
1
|
|
$
|
55
|
|
|
Pass
|
|
Nonpass
|
|
Total
|
||||||
December 31, 2015
|
|
|
|
|
|
||||||
Commercial
|
$
|
1,106,276
|
|
|
$
|
172,938
|
|
|
$
|
1,279,214
|
|
Commercial real estate
|
2,107,474
|
|
|
218,886
|
|
|
2,326,360
|
|
|||
Total commercial and commercial real estate
|
3,213,750
|
|
|
391,824
|
|
|
3,605,574
|
|
|||
Agricultural and agricultural real estate
|
435,745
|
|
|
36,125
|
|
|
471,870
|
|
|||
Residential real estate
|
515,195
|
|
|
24,360
|
|
|
539,555
|
|
|||
Consumer
|
377,173
|
|
|
9,694
|
|
|
386,867
|
|
|||
Total gross loans and leases receivable held to maturity
|
$
|
4,541,863
|
|
|
$
|
462,003
|
|
|
$
|
5,003,866
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
||||||
Commercial
|
$
|
939,717
|
|
|
$
|
96,363
|
|
|
$
|
1,036,080
|
|
Commercial real estate
|
1,567,711
|
|
|
139,349
|
|
|
1,707,060
|
|
|||
Total commercial and commercial real estate
|
2,507,428
|
|
|
235,712
|
|
|
2,743,140
|
|
|||
Agricultural and agricultural real estate
|
402,883
|
|
|
20,944
|
|
|
423,827
|
|
|||
Residential real estate
|
361,325
|
|
|
19,016
|
|
|
380,341
|
|
|||
Consumer
|
321,114
|
|
|
9,441
|
|
|
330,555
|
|
|||
Total gross loans and leases receivable held to maturity
|
$
|
3,592,750
|
|
|
$
|
285,113
|
|
|
$
|
3,877,863
|
|
|
Accruing Loans and Leases
|
|
|
|
|
||||||||||||||||||||||
|
30-59
Days
Past Due
|
|
60-89
Days
Past Due |
|
90 Days
or More
Past Due
|
|
Total
Past Due
|
|
Current
|
|
Nonaccrual
|
|
Total Loans
and Leases
|
||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
2,005
|
|
|
$
|
608
|
|
|
$
|
—
|
|
|
$
|
2,613
|
|
|
$
|
1,273,678
|
|
|
$
|
2,923
|
|
|
$
|
1,279,214
|
|
Commercial real estate
|
3,549
|
|
|
2,077
|
|
|
—
|
|
|
5,626
|
|
|
2,302,052
|
|
|
18,682
|
|
|
2,326,360
|
|
|||||||
Total commercial and commercial real estate
|
5,554
|
|
|
2,685
|
|
|
—
|
|
|
8,239
|
|
|
3,575,730
|
|
|
21,605
|
|
|
3,605,574
|
|
|||||||
Agricultural and agricultural real estate
|
143
|
|
|
54
|
|
|
—
|
|
|
197
|
|
|
470,455
|
|
|
1,218
|
|
|
471,870
|
|
|||||||
Residential real estate
|
1,900
|
|
|
115
|
|
|
—
|
|
|
2,015
|
|
|
523,915
|
|
|
13,625
|
|
|
539,555
|
|
|||||||
Consumer
|
3,964
|
|
|
933
|
|
|
—
|
|
|
4,897
|
|
|
378,763
|
|
|
3,207
|
|
|
386,867
|
|
|||||||
Total gross loans and leases receivable held to maturity
|
$
|
11,561
|
|
|
$
|
3,787
|
|
|
$
|
—
|
|
|
$
|
15,348
|
|
|
$
|
4,948,863
|
|
|
$
|
39,655
|
|
|
$
|
5,003,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
980
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
1,028
|
|
|
$
|
1,032,707
|
|
|
$
|
2,345
|
|
|
$
|
1,036,080
|
|
Commercial real estate
|
1,788
|
|
|
111
|
|
|
—
|
|
|
1,899
|
|
|
1,693,554
|
|
|
11,607
|
|
|
1,707,060
|
|
|||||||
Total commercial and commercial real estate
|
2,768
|
|
|
159
|
|
|
—
|
|
|
2,927
|
|
|
2,726,261
|
|
|
13,952
|
|
|
2,743,140
|
|
|||||||
Agricultural and agricultural real estate
|
119
|
|
|
50
|
|
|
—
|
|
|
169
|
|
|
422,219
|
|
|
1,439
|
|
|
423,827
|
|
|||||||
Residential real estate
|
1,037
|
|
|
445
|
|
|
—
|
|
|
1,482
|
|
|
371,982
|
|
|
6,877
|
|
|
380,341
|
|
|||||||
Consumer
|
2,382
|
|
|
1,366
|
|
|
—
|
|
|
3,748
|
|
|
324,005
|
|
|
2,802
|
|
|
330,555
|
|
|||||||
Total gross loans and leases receivable held to maturity
|
$
|
6,306
|
|
|
$
|
2,020
|
|
|
$
|
—
|
|
|
$
|
8,326
|
|
|
$
|
3,844,467
|
|
|
$
|
25,070
|
|
|
$
|
3,877,863
|
|
|
Unpaid
Principal
Balance
|
|
Loan
Balance
|
|
Related
Allowance
Recorded
|
|
Year-to-Date
Avg. Loan
Balance
|
|
Year-to-Date
Interest Income
Recognized
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans with a related allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
1,192
|
|
|
$
|
1,160
|
|
|
$
|
471
|
|
|
$
|
524
|
|
|
$
|
12
|
|
Commercial real estate
|
2,697
|
|
|
2,697
|
|
|
698
|
|
|
2,539
|
|
|
19
|
|
|||||
Total commercial and commercial real estate
|
3,889
|
|
|
3,857
|
|
|
1,169
|
|
|
3,063
|
|
|
31
|
|
|||||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
2,823
|
|
|
—
|
|
|||||
Residential real estate
|
2,210
|
|
|
2,125
|
|
|
393
|
|
|
2,524
|
|
|
16
|
|
|||||
Consumer
|
3,111
|
|
|
3,111
|
|
|
1,206
|
|
|
2,877
|
|
|
33
|
|
|||||
Total loans held to maturity
|
$
|
9,210
|
|
|
$
|
9,093
|
|
|
$
|
2,768
|
|
|
$
|
11,287
|
|
|
$
|
80
|
|
Impaired loans without a related allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
5,784
|
|
|
$
|
5,759
|
|
|
$
|
—
|
|
|
$
|
7,511
|
|
|
$
|
515
|
|
Commercial real estate
|
46,099
|
|
|
42,745
|
|
|
—
|
|
|
38,444
|
|
|
1,395
|
|
|||||
Total commercial and commercial real estate
|
51,883
|
|
|
48,504
|
|
|
—
|
|
|
45,955
|
|
|
1,910
|
|
|||||
Agricultural and agricultural real estate
|
4,612
|
|
|
4,612
|
|
|
—
|
|
|
2,287
|
|
|
175
|
|
|||||
Residential real estate
|
15,802
|
|
|
15,665
|
|
|
—
|
|
|
10,186
|
|
|
145
|
|
|||||
Consumer
|
2,347
|
|
|
2,347
|
|
|
—
|
|
|
2,403
|
|
|
38
|
|
|||||
Total loans held to maturity
|
$
|
74,644
|
|
|
$
|
71,128
|
|
|
$
|
—
|
|
|
$
|
60,831
|
|
|
$
|
2,268
|
|
Total impaired loans held to maturity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
6,976
|
|
|
$
|
6,919
|
|
|
$
|
471
|
|
|
$
|
8,035
|
|
|
$
|
527
|
|
Commercial real estate
|
48,796
|
|
|
45,442
|
|
|
698
|
|
|
40,983
|
|
|
1,414
|
|
|||||
Total commercial and commercial real estate
|
55,772
|
|
|
52,361
|
|
|
1,169
|
|
|
49,018
|
|
|
1,941
|
|
|||||
Agricultural and agricultural real estate
|
4,612
|
|
|
4,612
|
|
|
—
|
|
|
5,110
|
|
|
175
|
|
|||||
Residential real estate
|
18,012
|
|
|
17,790
|
|
|
393
|
|
|
12,710
|
|
|
161
|
|
|||||
Consumer
|
5,458
|
|
|
5,458
|
|
|
1,206
|
|
|
5,280
|
|
|
71
|
|
|||||
Total impaired loans held to maturity
|
$
|
83,854
|
|
|
$
|
80,221
|
|
|
$
|
2,768
|
|
|
$
|
72,118
|
|
|
$
|
2,348
|
|
|
Unpaid
Principal
Balance
|
|
Loan
Balance
|
|
Related
Allowance
Recorded
|
|
Year-to-Date
Avg. Loan
Balance
|
|
Year-to-Date
Interest Income
Recognized
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Impaired loans with a related allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
780
|
|
|
$
|
780
|
|
|
$
|
754
|
|
|
$
|
5,594
|
|
|
$
|
19
|
|
Commercial real estate
|
7,356
|
|
|
7,322
|
|
|
636
|
|
|
5,931
|
|
|
303
|
|
|||||
Total commercial and commercial real estate
|
8,136
|
|
|
8,102
|
|
|
1,390
|
|
|
11,525
|
|
|
322
|
|
|||||
Agricultural and agricultural real estate
|
3,317
|
|
|
3,317
|
|
|
52
|
|
|
3,966
|
|
|
104
|
|
|||||
Residential real estate
|
2,412
|
|
|
2,244
|
|
|
442
|
|
|
3,398
|
|
|
12
|
|
|||||
Consumer
|
2,799
|
|
|
2,799
|
|
|
813
|
|
|
4,053
|
|
|
19
|
|
|||||
Total loans held to maturity
|
$
|
16,664
|
|
|
$
|
16,462
|
|
|
$
|
2,697
|
|
|
$
|
22,942
|
|
|
$
|
457
|
|
Impaired loans without a related allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
4,913
|
|
|
$
|
3,746
|
|
|
$
|
—
|
|
|
$
|
3,499
|
|
|
$
|
101
|
|
Commercial real estate
|
32,708
|
|
|
28,449
|
|
|
—
|
|
|
24,522
|
|
|
1,172
|
|
|||||
Total commercial and commercial real estate
|
37,621
|
|
|
32,195
|
|
|
—
|
|
|
28,021
|
|
|
1,273
|
|
|||||
Agricultural and agricultural real estate
|
3,961
|
|
|
1,732
|
|
|
—
|
|
|
3,308
|
|
|
13
|
|
|||||
Residential real estate
|
8,200
|
|
|
7,991
|
|
|
—
|
|
|
6,267
|
|
|
110
|
|
|||||
Consumer
|
3,350
|
|
|
3,344
|
|
|
—
|
|
|
1,870
|
|
|
127
|
|
|||||
Total loans held to maturity
|
$
|
53,132
|
|
|
$
|
45,262
|
|
|
$
|
—
|
|
|
$
|
39,466
|
|
|
$
|
1,523
|
|
Total impaired loans held to maturity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
5,693
|
|
|
$
|
4,526
|
|
|
$
|
754
|
|
|
$
|
9,093
|
|
|
$
|
120
|
|
Commercial real estate
|
40,064
|
|
|
35,771
|
|
|
636
|
|
|
30,453
|
|
|
1,475
|
|
|||||
Total commercial and commercial real estate
|
45,757
|
|
|
40,297
|
|
|
1,390
|
|
|
39,546
|
|
|
1,595
|
|
|||||
Agricultural and agricultural real estate
|
7,278
|
|
|
5,049
|
|
|
52
|
|
|
7,274
|
|
|
117
|
|
|||||
Residential real estate
|
10,612
|
|
|
10,235
|
|
|
442
|
|
|
9,665
|
|
|
122
|
|
|||||
Consumer
|
6,149
|
|
|
6,143
|
|
|
813
|
|
|
5,923
|
|
|
146
|
|
|||||
Total impaired loans held to maturity
|
$
|
69,796
|
|
|
$
|
61,724
|
|
|
$
|
2,697
|
|
|
$
|
62,408
|
|
|
$
|
1,980
|
|
|
December 31, 2015
|
||||||||||
|
Impaired Purchased Loans
|
|
Non Impaired Purchased Loans
|
|
Total
Purchased Loans
|
||||||
Commercial
|
$
|
—
|
|
|
$
|
159,393
|
|
|
$
|
159,393
|
|
Commercial real estate
|
7,716
|
|
|
494,010
|
|
|
501,726
|
|
|||
Agricultural and agricultural real estate
|
—
|
|
|
2,985
|
|
|
2,985
|
|
|||
Residential real estate
|
—
|
|
|
85,549
|
|
|
85,549
|
|
|||
Consumer loans
|
—
|
|
|
33,644
|
|
|
33,644
|
|
|||
Total Covered Loans
|
$
|
7,716
|
|
|
$
|
775,581
|
|
|
$
|
783,297
|
|
|
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
|
$
|
135,599
|
|
|
$
|
113,604
|
|
Advances
|
|
54,197
|
|
|
84,348
|
|
||
Repayments
|
|
(48,331
|
)
|
|
(62,353
|
)
|
||
Balance at end of year
|
|
$
|
141,465
|
|
|
$
|
135,599
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
$
|
41,449
|
|
|
$
|
41,685
|
|
|
$
|
38,715
|
|
Provision for loan and lease losses
|
12,697
|
|
|
14,501
|
|
|
9,697
|
|
|||
Recoveries on loans and leases previously charged-off
|
3,553
|
|
|
3,990
|
|
|
4,820
|
|
|||
Loans and leases charged-off
|
(9,014
|
)
|
|
(18,727
|
)
|
|
(11,547
|
)
|
|||
Balance at end of year
|
$
|
48,685
|
|
|
$
|
41,449
|
|
|
$
|
41,685
|
|
|
Commercial
|
|
Commercial
Real Estate
|
|
Agricultural
|
|
Residential
Real Estate
|
|
Consumer
|
|
Total
|
||||||||||||
Balance at December 31, 2014
|
$
|
11,909
|
|
|
$
|
15,898
|
|
|
$
|
3,295
|
|
|
$
|
3,741
|
|
|
$
|
6,606
|
|
|
$
|
41,449
|
|
Charge-offs
|
(1,887
|
)
|
|
(1,368
|
)
|
|
(551
|
)
|
|
(241
|
)
|
|
(4,967
|
)
|
|
(9,014
|
)
|
||||||
Recoveries
|
1,167
|
|
|
1,200
|
|
|
32
|
|
|
183
|
|
|
971
|
|
|
3,553
|
|
||||||
Provision
|
4,906
|
|
|
3,802
|
|
|
1,111
|
|
|
(1,749
|
)
|
|
4,627
|
|
|
12,697
|
|
||||||
Balance at December 31, 2015
|
$
|
16,095
|
|
|
$
|
19,532
|
|
|
$
|
3,887
|
|
|
$
|
1,934
|
|
|
$
|
7,237
|
|
|
$
|
48,685
|
|
|
Commercial
|
|
Commercial
Real Estate
|
|
Agricultural
|
|
Residential
Real Estate
|
|
Consumer
|
|
Total
|
||||||||||||
Balance at December 31, 2013
|
$
|
13,099
|
|
|
$
|
14,152
|
|
|
$
|
2,992
|
|
|
$
|
3,720
|
|
|
$
|
7,722
|
|
|
$
|
41,685
|
|
Charge-offs
|
(8,749
|
)
|
|
(2,889
|
)
|
|
(2,251
|
)
|
|
(342
|
)
|
|
(4,496
|
)
|
|
(18,727
|
)
|
||||||
Recoveries
|
753
|
|
|
2,290
|
|
|
11
|
|
|
148
|
|
|
788
|
|
|
3,990
|
|
||||||
Provision
|
6,806
|
|
|
2,345
|
|
|
2,543
|
|
|
215
|
|
|
2,592
|
|
|
14,501
|
|
||||||
Balance at December 31, 2014
|
$
|
11,909
|
|
|
$
|
15,898
|
|
|
$
|
3,295
|
|
|
$
|
3,741
|
|
|
$
|
6,606
|
|
|
$
|
41,449
|
|
|
2015
|
|
2014
|
||||
Land and land improvements
|
$
|
39,235
|
|
|
$
|
36,186
|
|
Buildings and building improvements
|
132,579
|
|
|
114,824
|
|
||
Furniture and equipment
|
63,284
|
|
|
56,247
|
|
||
Total
|
235,098
|
|
|
207,257
|
|
||
Less accumulated depreciation
|
(88,839
|
)
|
|
(76,544
|
)
|
||
Premises, furniture and equipment, net
|
$
|
146,259
|
|
|
$
|
130,713
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Core deposit intangibles
|
$
|
37,118
|
|
|
$
|
15,460
|
|
|
$
|
21,658
|
|
|
$
|
21,069
|
|
|
$
|
12,525
|
|
|
$
|
8,544
|
|
Mortgage servicing rights
|
45,744
|
|
|
15,430
|
|
|
30,314
|
|
|
37,825
|
|
|
12,841
|
|
|
24,984
|
|
||||||
Customer relationship intangible
|
1,177
|
|
|
815
|
|
|
362
|
|
|
1,177
|
|
|
773
|
|
|
404
|
|
||||||
Commercial servicing rights
|
5,685
|
|
|
1,074
|
|
|
4,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
89,724
|
|
|
$
|
32,779
|
|
|
$
|
56,945
|
|
|
$
|
60,071
|
|
|
$
|
26,139
|
|
|
$
|
33,932
|
|
|
Core
Deposit
Intangibles
|
|
Mortgage
Servicing
Rights
|
|
Customer
Relationship
Intangible
|
|
Commercial
Servicing
Rights
|
|
Total
|
||||||||||
Year ending December 31,
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
$
|
3,936
|
|
|
$
|
7,579
|
|
|
$
|
41
|
|
|
$
|
980
|
|
|
$
|
12,536
|
|
2017
|
3,602
|
|
|
6,496
|
|
|
40
|
|
|
939
|
|
|
11,077
|
|
|||||
2018
|
3,187
|
|
|
5,413
|
|
|
39
|
|
|
843
|
|
|
9,482
|
|
|||||
2019
|
2,788
|
|
|
4,331
|
|
|
38
|
|
|
645
|
|
|
7,802
|
|
|||||
2020
|
2,419
|
|
|
3,248
|
|
|
37
|
|
|
439
|
|
|
6,143
|
|
|||||
Thereafter
|
5,726
|
|
|
3,247
|
|
|
167
|
|
|
765
|
|
|
9,905
|
|
|||||
Total
|
$
|
21,658
|
|
|
$
|
30,314
|
|
|
$
|
362
|
|
|
$
|
4,611
|
|
|
$
|
56,945
|
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
$
|
24,984
|
|
|
$
|
21,788
|
|
Originations
|
13,930
|
|
|
8,618
|
|
||
Amortization
|
(8,600
|
)
|
|
(5,422
|
)
|
||
Balance at December 31
|
$
|
30,314
|
|
|
$
|
24,984
|
|
Fair value of mortgage servicing rights
|
$
|
40,880
|
|
|
$
|
34,219
|
|
Mortgage servicing rights, net to servicing portfolio
|
0.75
|
%
|
|
0.71
|
%
|
Balance at January 1, 2015
|
$
|
—
|
|
Originations
|
815
|
|
|
Amortization
|
(1,075
|
)
|
|
Purchased commercial servicing rights
|
4,871
|
|
|
Balance at December 31, 2015
|
$
|
4,611
|
|
Fair value of commercial servicing rights
|
$
|
4,902
|
|
Commercial servicing rights, net to servicing portfolio
|
2.48
|
%
|
2016
|
$
|
811,413
|
|
2017
|
136,927
|
|
|
2018
|
60,085
|
|
|
2019
|
66,499
|
|
|
2020
|
35,245
|
|
|
Thereafter
|
14,034
|
|
|
|
$
|
1,124,203
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Savings and money market accounts
|
$
|
6,612
|
|
|
$
|
8,042
|
|
|
$
|
6,674
|
|
Time certificates of deposit in denominations of $100,000 or more
|
3,152
|
|
|
3,474
|
|
|
4,403
|
|
|||
Other time deposits
|
5,766
|
|
|
6,638
|
|
|
8,891
|
|
|||
Interest expense on deposits
|
$
|
15,530
|
|
|
$
|
18,154
|
|
|
$
|
19,968
|
|
|
2015
|
|
2014
|
||||
Securities sold under agreement to repurchase
|
$
|
253,673
|
|
|
$
|
240,214
|
|
Federal funds purchased
|
14,125
|
|
|
14,050
|
|
||
Advances from the FHLB
|
11,100
|
|
|
76,000
|
|
||
Notes payable to unaffiliated banks
|
15,000
|
|
|
—
|
|
||
Total
|
$
|
293,898
|
|
|
$
|
330,264
|
|
•
|
Heartland will maintain regulatory capital at well capitalized levels on a consolidated basis.
|
•
|
Heartland will maintain on a consolidated basis a minimum return on average assets of at least
.50%
tested quarterly on a rolling four-quarter basis.
|
•
|
On a consolidated basis, Heartland's nonperforming assets to Tier 1 capital and allowance for loan and lease losses will not exceed
30%
, measured continuously.
|
•
|
Heartland will maintain on a consolidated basis a minimum allowance for loan and lease losses to gross loans and leases ratio of
1.00%
. Credit valuations for acquired loans are included in this covenant calculation.
|
•
|
Heartland will inform the lender of any material regulatory non-compliance or written agreement concerning Heartland or any of its subsidiaries.
|
•
|
A senior officer of Heartland will submit a written quarterly statement of compliance with the financial covenants established under the credit agreement.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Maximum month-end balance
|
$
|
477,918
|
|
|
$
|
420,494
|
|
|
$
|
408,756
|
|
Average month-end balance
|
330,134
|
|
|
307,470
|
|
|
274,352
|
|
|||
Weighted average interest rate for the year
|
0.25
|
%
|
|
0.28
|
%
|
|
0.31
|
%
|
|||
Weighted average interest rate at year-end
|
0.15
|
%
|
|
0.19
|
%
|
|
0.19
|
%
|
|
2015
|
|
2014
|
||||
Advances from the FHLB; weighted average call dates at December 31, 2015 and 2014 were February 2018 and July 2015, respectively; and weighted average interest rates were 1.78% and 2.35%, respectively
|
$
|
17,242
|
|
|
$
|
109,830
|
|
Wholesale repurchase agreements; weighted average call dates at December 31, 2015 and 2014 were May 2016 and May 2015, respectively; and weighted average interest rates were 3.76% and 3.62%, respectively
|
30,000
|
|
|
45,000
|
|
||
Trust preferred securities
|
114,877
|
|
|
124,868
|
|
||
Senior notes
|
16,000
|
|
|
29,500
|
|
||
Note payable to unaffiliated bank
|
8,947
|
|
|
10,369
|
|
||
Contracts payable for purchase of real estate and other assets
|
2,434
|
|
|
2,541
|
|
||
Subordinated notes
|
73,714
|
|
|
73,597
|
|
||
Total
|
$
|
263,214
|
|
|
$
|
395,705
|
|
2016
|
$
|
52,605
|
|
2017
|
4,960
|
|
|
2018
|
6,211
|
|
|
2019
|
5,658
|
|
|
2020
|
1,646
|
|
|
Thereafter
|
192,134
|
|
|
Total
|
$
|
263,214
|
|
|
Effective Portion
|
|
Ineffective Portion
|
||||||||||||
|
Recognized in OCI
|
|
Reclassified from AOCI into Income
|
|
Recognized in Income on Derivatives
|
||||||||||
|
Amount of Gain(Loss)
|
|
Category
|
|
Amount of Gain(Loss)
|
|
Category
|
|
Amount of Gain(Loss)
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap
|
$
|
191
|
|
|
Interest Expense
|
|
$
|
(217
|
)
|
|
Other Income
|
|
$
|
—
|
|
Interest rate swap
|
(179
|
)
|
|
Interest Expense
|
|
(500
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
446
|
|
|
Interest Expense
|
|
(597
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
166
|
|
|
Interest Expense
|
|
(628
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
(48
|
)
|
|
Interest Expense
|
|
(141
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
(48
|
)
|
|
Interest Expense
|
|
(139
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
(146
|
)
|
|
Interest Expense
|
|
—
|
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
(176
|
)
|
|
Interest Expense
|
|
—
|
|
|
Other Income
|
|
—
|
|
|||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swap
|
$
|
209
|
|
|
Interest Expense
|
|
$
|
(252
|
)
|
|
Other Income
|
|
$
|
—
|
|
Interest rate swap
|
(534
|
)
|
|
Interest Expense
|
|
(386
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
461
|
|
|
Interest Expense
|
|
(604
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
(161
|
)
|
|
Interest Expense
|
|
(632
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
(35
|
)
|
|
Interest Expense
|
|
(110
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
(35
|
)
|
|
Interest Expense
|
|
(109
|
)
|
|
Other Income
|
|
—
|
|
|||
Interest rate swap
|
146
|
|
|
Interest Expense
|
|
(146
|
)
|
|
Other Income
|
|
—
|
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance
Sheet
Category
|
|
Income
Statement
Category
|
|
Year-to-Date
Gain (Loss) Recognized |
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||
Fair value of assets
|
$
|
15,020
|
|
|
$
|
1,574
|
|
|
Other assets
|
|
Other noninterest income
|
|
$
|
—
|
|
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Category
|
|
Weighted
Average
Receive
Rate
|
|
Weighted
Average
Pay
Rate
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||
Receive fixed-pay floating interest rate swap
|
|
$
|
15,782
|
|
|
$
|
663
|
|
|
Other Assets
|
|
5.08
|
%
|
|
3.07
|
%
|
Pay fixed-receive floating interest rate swap
|
|
15,782
|
|
|
(663
|
)
|
|
Other Liabilities
|
|
3.07
|
%
|
|
5.08
|
%
|
|
Notional
Amount
|
|
Fair
Value
|
|
Balance Sheet
Category
|
||||
December 31, 2015
|
|
|
|
|
|
||||
Interest rate lock commitments (mortgage)
|
$
|
99,665
|
|
|
$
|
3,168
|
|
|
Other Assets
|
Forward commitments
|
118,378
|
|
|
523
|
|
|
Other Assets
|
||
Forward commitments
|
136,709
|
|
|
(315
|
)
|
|
Other Liabilities
|
||
Undesignated interest rate swaps
|
50,975
|
|
|
(3,677
|
)
|
|
Other Liabilities
|
||
December 31, 2014
|
|
|
|
|
|
|
|
||
Interest rate lock commitments (mortgage)
|
$
|
74,863
|
|
|
$
|
2,496
|
|
|
Other Assets
|
Forward commitments
|
88,484
|
|
|
275
|
|
|
Other Assets
|
||
Forward commitments
|
218,337
|
|
|
(1,619
|
)
|
|
Other Liabilities
|
|
Income Statement Category
|
|
Year-to-Date
Gain(Loss)
Recognized
|
||
December 31, 2015
|
|
|
|
||
Interest rate lock commitments (mortgage)
|
Gains on Sale of Loans Held for Sale
|
|
$
|
288
|
|
Forward commitments
|
Gains on Sale of Loans Held for Sale
|
|
1,552
|
|
|
Undesignated interest rate swaps
|
Other noninterest income
|
|
246
|
|
|
December 31, 2014
|
|
|
|
||
Interest rate lock commitments (mortgage)
|
Gains on Sale of Loans Held for Sale
|
|
$
|
2,422
|
|
Forward commitments
|
Gains on Sale of Loans Held for Sale
|
|
(2,417
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
13,697
|
|
|
$
|
5,833
|
|
|
$
|
5,025
|
|
State
|
5,080
|
|
|
3,633
|
|
|
2,549
|
|
|||
Total current
|
$
|
18,777
|
|
|
$
|
9,466
|
|
|
$
|
7,574
|
|
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
1,118
|
|
|
$
|
2,703
|
|
|
$
|
2,447
|
|
State
|
1,003
|
|
|
927
|
|
|
314
|
|
|||
Total deferred
|
$
|
2,121
|
|
|
$
|
3,630
|
|
|
$
|
2,761
|
|
Total income tax expense
|
$
|
20,898
|
|
|
$
|
13,096
|
|
|
$
|
10,335
|
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Tax effect of net unrealized loss on securities available for sale reflected in stockholders’ equity
|
$
|
2,730
|
|
|
$
|
—
|
|
Tax effect of net unrealized loss on derivatives reflected in stockholders’ equity
|
1,094
|
|
|
1,162
|
|
||
Securities
|
359
|
|
|
35
|
|
||
Allowance for loan and lease losses
|
18,841
|
|
|
15,346
|
|
||
Deferred compensation
|
8,772
|
|
|
6,384
|
|
||
Organization and acquisitions costs
|
473
|
|
|
366
|
|
||
Net operating loss carryforwards
|
13,467
|
|
|
5,149
|
|
||
Non-accrual loan interest
|
746
|
|
|
691
|
|
||
OREO write-downs
|
1,968
|
|
|
1,106
|
|
||
Rehab tax credit projects
|
5,192
|
|
|
3,547
|
|
||
Mortgage repurchase obligation
|
340
|
|
|
330
|
|
||
Self-funded health plan
|
603
|
|
|
578
|
|
||
Other
|
1,352
|
|
|
183
|
|
||
Gross deferred tax assets
|
55,937
|
|
|
34,877
|
|
||
Valuation allowance
|
(9,050
|
)
|
|
(6,333
|
)
|
||
Total deferred tax assets
|
$
|
46,887
|
|
|
$
|
28,544
|
|
Deferred tax liabilities:
|
|
|
|
||||
Tax effect of net unrealized gain on securities available for sale reflected in stockholders’ equity
|
$
|
—
|
|
|
$
|
(2,427
|
)
|
Premises, furniture and equipment
|
(9,375
|
)
|
|
(8,569
|
)
|
||
Tax bad debt reserves
|
(18
|
)
|
|
(21
|
)
|
||
Purchase accounting
|
(4,498
|
)
|
|
(5,787
|
)
|
||
Prepaid expenses
|
(301
|
)
|
|
(514
|
)
|
||
Mortgage servicing rights
|
(13,441
|
)
|
|
(10,355
|
)
|
||
Deferred loan fees
|
(2,257
|
)
|
|
(1,267
|
)
|
||
Other
|
(414
|
)
|
|
(375
|
)
|
||
Gross deferred tax liabilities
|
$
|
(30,304
|
)
|
|
$
|
(29,315
|
)
|
Net deferred tax asset (liability)
|
$
|
16,583
|
|
|
$
|
(771
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Computed "expected" tax on net income
|
$
|
28,329
|
|
|
$
|
19,249
|
|
|
$
|
16,493
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
||||||
Nontaxable interest income
|
(6,293
|
)
|
|
(6,246
|
)
|
|
(5,622
|
)
|
|||
State income taxes, net of federal tax benefit
|
3,954
|
|
|
2,964
|
|
|
1,861
|
|
|||
Tax credits
|
(5,975
|
)
|
|
(3,819
|
)
|
|
(1,696
|
)
|
|||
Valuation allowance
|
1,525
|
|
|
853
|
|
|
209
|
|
|||
Other
|
(642
|
)
|
|
95
|
|
|
(910
|
)
|
|||
Income taxes
|
$
|
20,898
|
|
|
$
|
13,096
|
|
|
$
|
10,335
|
|
Effective tax rates
|
25.8
|
%
|
|
23.8
|
%
|
|
21.9
|
%
|
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
|
$
|
706
|
|
|
$
|
779
|
|
Additions for tax positions related to the current year
|
|
92
|
|
|
71
|
|
||
Additions for tax positions related to prior years
|
|
118
|
|
|
37
|
|
||
Reductions for tax positions related to prior years
|
|
(201
|
)
|
|
(181
|
)
|
||
Balance at December 31
|
|
$
|
715
|
|
|
$
|
706
|
|
2016
|
$
|
5,116
|
|
2017
|
4,025
|
|
|
2018
|
3,483
|
|
|
2019
|
3,024
|
|
|
2020
|
2,678
|
|
|
Thereafter
|
18,593
|
|
|
|
$
|
36,919
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|||||||||
Outstanding at January 1
|
215,851
|
|
|
$
|
23.85
|
|
|
261,936
|
|
|
$
|
23.60
|
|
|
377,907
|
|
|
$
|
22.62
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercised
|
(86,651
|
)
|
|
23.49
|
|
|
(24,334
|
)
|
|
20.20
|
|
|
(96,921
|
)
|
|
19.73
|
|
|||
Forfeited
|
(3,250
|
)
|
|
23.51
|
|
|
(21,751
|
)
|
|
24.97
|
|
|
(19,050
|
)
|
|
23.79
|
|
|||
Outstanding at December 31
|
125,950
|
|
|
$
|
24.08
|
|
|
215,851
|
|
|
$
|
23.85
|
|
|
261,936
|
|
|
$
|
23.60
|
|
Options exercisable at December 31
|
125,950
|
|
|
$
|
24.08
|
|
|
215,851
|
|
|
$
|
23.85
|
|
|
261,936
|
|
|
$
|
23.60
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||||||||
Outstanding at January 1
|
396,555
|
|
|
$
|
21.48
|
|
|
353,070
|
|
|
$
|
18.48
|
|
|
348,897
|
|
|
$
|
15.75
|
|
Granted
|
139,943
|
|
|
28.90
|
|
|
131,560
|
|
|
26.71
|
|
|
126,685
|
|
|
26.92
|
|
|||
Vested
|
(152,981
|
)
|
|
18.54
|
|
|
(73,554
|
)
|
|
16.65
|
|
|
(43,388
|
)
|
|
17.00
|
|
|||
Forfeited
|
(30,322
|
)
|
|
23.38
|
|
|
(14,521
|
)
|
|
20.48
|
|
|
(79,124
|
)
|
|
20.79
|
|
|||
Outstanding at December 31
|
353,195
|
|
|
$
|
25.53
|
|
|
396,555
|
|
|
$
|
21.48
|
|
|
353,070
|
|
|
$
|
18.48
|
|
|
Actual
|
|
For Capital
Adequacy Purposes
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
812,568
|
|
|
13.74
|
%
|
|
$
|
473,282
|
|
|
8.00
|
%
|
|
N/A
|
|
|
|
|
Dubuque Bank and Trust Company
|
149,699
|
|
|
11.92
|
|
|
100,489
|
|
|
8.00
|
|
|
125,612
|
|
|
10.00
|
%
|
||
Illinois Bank & Trust
|
68,155
|
|
|
11.71
|
|
|
46,579
|
|
|
8.00
|
|
|
58,224
|
|
|
10.00
|
|
||
Wisconsin Bank & Trust
|
108,739
|
|
|
12.75
|
|
|
68,229
|
|
|
8.00
|
|
|
85,286
|
|
|
10.00
|
|
||
New Mexico Bank & Trust
|
108,878
|
|
|
11.18
|
|
|
77,944
|
|
|
8.00
|
|
|
97,430
|
|
|
10.00
|
|
||
Arizona Bank & Trust
|
54,026
|
|
|
12.66
|
|
|
34,141
|
|
|
8.00
|
|
|
42,677
|
|
|
10.00
|
|
||
Rocky Mountain Bank
|
48,543
|
|
|
12.14
|
|
|
31,989
|
|
|
8.00
|
|
|
39,987
|
|
|
10.00
|
|
||
Summit Bank & Trust
|
14,324
|
|
|
11.26
|
|
|
10,180
|
|
|
8.00
|
|
|
12,725
|
|
|
10.00
|
|
||
Minnesota Bank & Trust
|
19,129
|
|
|
11.14
|
|
|
13,740
|
|
|
8.00
|
|
|
17,175
|
|
|
10.00
|
|
||
Morrill & Janes Bank and Trust Company
|
78,265
|
|
|
11.58
|
|
|
54,057
|
|
|
8.00
|
|
|
67,571
|
|
|
10.00
|
|
||
Premier Valley Bank
|
59,729
|
|
|
12.29
|
|
|
38,572
|
|
|
8.00
|
|
|
48,215
|
|
|
10.00
|
|
||
Tier 1 Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
683,706
|
|
|
11.56
|
%
|
|
$
|
354,980
|
|
|
6.00
|
%
|
|
N/A
|
|
|
|
|
Dubuque Bank and Trust Company
|
139,487
|
|
|
11.10
|
|
|
75,367
|
|
|
6.00
|
|
|
100,489
|
|
|
8.00
|
%
|
||
Illinois Bank & Trust
|
62,436
|
|
|
10.72
|
|
|
34,934
|
|
|
6.00
|
|
|
46,579
|
|
|
8.00
|
|
||
Wisconsin Bank & Trust
|
102,643
|
|
|
12.04
|
|
|
51,171
|
|
|
6.00
|
|
|
68,229
|
|
|
8.00
|
|
||
New Mexico Bank & Trust
|
101,174
|
|
|
10.38
|
|
|
58,458
|
|
|
6.00
|
|
|
77,944
|
|
|
8.00
|
|
||
Arizona Bank & Trust
|
50,608
|
|
|
11.86
|
|
|
25,606
|
|
|
6.00
|
|
|
34,141
|
|
|
8.00
|
|
||
Rocky Mountain Bank
|
45,255
|
|
|
11.32
|
|
|
23,992
|
|
|
6.00
|
|
|
31,989
|
|
|
8.00
|
|
||
Summit Bank & Trust
|
13,410
|
|
|
10.54
|
|
|
7,635
|
|
|
6.00
|
|
|
10,180
|
|
|
8.00
|
|
||
Minnesota Bank & Trust
|
17,621
|
|
|
10.26
|
|
|
10,305
|
|
|
6.00
|
|
|
13,740
|
|
|
8.00
|
|
||
Morrill & Janes Bank and Trust Company
|
72,387
|
|
|
10.71
|
|
|
40,543
|
|
|
6.00
|
|
|
54,057
|
|
|
8.00
|
|
||
Premier Valley Bank
|
59,144
|
|
|
12.27
|
|
|
28,929
|
|
|
6.00
|
|
|
38,572
|
|
|
8.00
|
|
||
Common Equity Tier 1 (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
487,132
|
|
|
8.23
|
%
|
|
$
|
266,324
|
|
|
4.50
|
%
|
|
N/A
|
|
|
|
|
Actual
|
|
For Capital
Adequacy Purposes
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||||
Dubuque Bank and Trust Company
|
139,487
|
|
|
11.10
|
|
|
56,525
|
|
|
4.50
|
|
|
81,648
|
|
|
6.50
|
%
|
||
Illinois Bank & Trust
|
62,436
|
|
|
10.72
|
|
|
26,201
|
|
|
4.50
|
|
|
37,846
|
|
|
6.50
|
|
||
Wisconsin Bank & Trust
|
102,643
|
|
|
12.04
|
|
|
38,379
|
|
|
4.50
|
|
|
55,436
|
|
|
6.50
|
|
||
New Mexico Bank & Trust
|
101,174
|
|
|
10.38
|
|
|
43,844
|
|
|
4.50
|
|
|
63,330
|
|
|
6.50
|
|
||
Arizona Bank & Trust
|
50,608
|
|
|
11.86
|
|
|
19,204
|
|
|
4.50
|
|
|
27,740
|
|
|
6.50
|
|
||
Rocky Mountain Bank
|
45,255
|
|
|
11.32
|
|
|
17,994
|
|
|
4.50
|
|
|
25,991
|
|
|
6.50
|
|
||
Summit Bank & Trust
|
13,410
|
|
|
10.54
|
|
|
5,726
|
|
|
4.50
|
|
|
8,271
|
|
|
6.50
|
|
||
Minnesota Bank & Trust
|
17,621
|
|
|
10.26
|
|
|
7,729
|
|
|
4.50
|
|
|
11,163
|
|
|
6.50
|
|
||
Morrill & Janes Bank and Trust Company
|
72,387
|
|
|
10.71
|
|
|
30,407
|
|
|
4.50
|
|
|
43,921
|
|
|
6.50
|
|
||
Premier Valley Bank
|
59,144
|
|
|
12.27
|
|
|
21,697
|
|
|
4.50
|
|
|
31,339
|
|
|
6.50
|
|
||
Tier 1 Capital (to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
683,706
|
|
|
9.58
|
%
|
|
$
|
285,606
|
|
|
4.00
|
%
|
|
N/A
|
|
|
|
|
Dubuque Bank and Trust Company
|
139,487
|
|
|
9.08
|
|
|
61,456
|
|
|
4.00
|
|
|
76,820
|
|
|
5.00
|
%
|
||
Illinois Bank & Trust
|
62,436
|
|
|
8.10
|
|
|
30,820
|
|
|
4.00
|
|
|
38,525
|
|
|
5.00
|
|
||
Wisconsin Bank & Trust
|
102,643
|
|
|
9.48
|
|
|
43,312
|
|
|
4.00
|
|
|
54,141
|
|
|
5.00
|
|
||
New Mexico Bank & Trust
|
101,174
|
|
|
7.76
|
|
|
52,167
|
|
|
4.00
|
|
|
65,209
|
|
|
5.00
|
|
||
Arizona Bank & Trust
|
50,608
|
|
|
8.50
|
|
|
23,802
|
|
|
4.00
|
|
|
29,752
|
|
|
5.00
|
|
||
Rocky Mountain Bank
|
45,255
|
|
|
9.24
|
|
|
19,589
|
|
|
4.00
|
|
|
24,486
|
|
|
5.00
|
|
||
Summit Bank & Trust
|
13,410
|
|
|
8.67
|
|
|
6,190
|
|
|
4.00
|
|
|
7,738
|
|
|
5.00
|
|
||
Minnesota Bank & Trust
|
17,621
|
|
|
8.72
|
|
|
8,082
|
|
|
4.00
|
|
|
10,102
|
|
|
5.00
|
|
||
Morrill & Janes Bank and Trust Company
|
72,387
|
|
|
8.07
|
|
|
35,869
|
|
|
4.00
|
|
|
44,836
|
|
|
5.00
|
|
||
Premier Valley Bank
|
59,144
|
|
|
8.48
|
|
|
27,890
|
|
|
4.00
|
|
|
34,863
|
|
|
5.00
|
|
|
Actual
|
|
For Capital
Adequacy Purposes
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
703,032
|
|
|
15.73
|
%
|
|
$
|
357,513
|
|
|
8.00
|
%
|
|
N/A
|
|
|
|
|
Dubuque Bank and Trust Company
|
145,587
|
|
|
11.92
|
|
|
97,676
|
|
|
8.00
|
|
|
122,094
|
|
|
10.00
|
%
|
||
Galena State Bank & Trust Co.
|
27,644
|
|
|
13.39
|
|
|
16,517
|
|
|
8.00
|
|
|
20,646
|
|
|
10.00
|
|
||
Illinois Bank & Trust
|
42,937
|
|
|
13.80
|
|
|
24,891
|
|
|
8.00
|
|
|
31,113
|
|
|
10.00
|
|
||
Wisconsin Bank & Trust
|
62,780
|
|
|
12.71
|
|
|
39,522
|
|
|
8.00
|
|
|
49,403
|
|
|
10.00
|
|
||
New Mexico Bank & Trust
|
97,742
|
|
|
13.04
|
|
|
59,953
|
|
|
8.00
|
|
|
74,941
|
|
|
10.00
|
|
||
Arizona Bank & Trust
|
51,287
|
|
|
14.57
|
|
|
28,151
|
|
|
8.00
|
|
|
35,189
|
|
|
10.00
|
|
||
Rocky Mountain Bank
|
47,848
|
|
|
12.78
|
|
|
29,958
|
|
|
8.00
|
|
|
37,447
|
|
|
10.00
|
|
||
Summit Bank & Trust
|
12,544
|
|
|
11.80
|
|
|
8,503
|
|
|
8.00
|
|
|
10,628
|
|
|
10.00
|
|
||
Minnesota Bank & Trust
|
15,267
|
|
|
12.43
|
|
|
9,823
|
|
|
8.00
|
|
|
12,279
|
|
|
10.00
|
|
||
Morrill & Janes Bank and Trust Company
|
65,224
|
|
|
12.02
|
|
|
43,417
|
|
|
8.00
|
|
|
54,271
|
|
|
10.00
|
|
|
Actual
|
|
For Capital
Adequacy Purposes
|
|
To Be Well Capitalized Under Prompt Corrective Action Provisions
|
||||||||||||||
Tier 1 Capital (to Risk-Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
578,564
|
|
|
12.95
|
%
|
|
$
|
178,757
|
|
|
4.00
|
%
|
|
N/A
|
|
|
|
|
Dubuque Bank and Trust Company
|
136,178
|
|
|
11.15
|
|
|
48,838
|
|
|
4.00
|
|
|
73,257
|
|
|
6.00
|
%
|
||
Galena State Bank & Trust Co.
|
26,111
|
|
|
12.65
|
|
|
8,258
|
|
|
4.00
|
|
|
12,387
|
|
|
6.00
|
|
||
Illinois Bank & Trust
|
39,721
|
|
|
12.77
|
|
|
12,445
|
|
|
4.00
|
|
|
18,668
|
|
|
6.00
|
|
||
Wisconsin Bank & Trust
|
57,551
|
|
|
11.65
|
|
|
19,761
|
|
|
4.00
|
|
|
29,642
|
|
|
6.00
|
|
||
New Mexico Bank & Trust
|
90,870
|
|
|
12.13
|
|
|
29,977
|
|
|
4.00
|
|
|
44,965
|
|
|
6.00
|
|
||
Arizona Bank & Trust
|
48,009
|
|
|
13.64
|
|
|
14,076
|
|
|
4.00
|
|
|
21,114
|
|
|
6.00
|
|
||
Rocky Mountain Bank
|
44,394
|
|
|
11.86
|
|
|
14,979
|
|
|
4.00
|
|
|
22,468
|
|
|
6.00
|
|
||
Summit Bank & Trust
|
11,213
|
|
|
10.55
|
|
|
4,251
|
|
|
4.00
|
|
|
6,377
|
|
|
6.00
|
|
||
Minnesota Bank & Trust
|
14,151
|
|
|
11.53
|
|
|
4,911
|
|
|
4.00
|
|
|
7,367
|
|
|
6.00
|
|
||
Morrill & Janes Bank and Trust Company
|
62,918
|
|
|
11.59
|
|
|
21,709
|
|
|
4.00
|
|
|
32,563
|
|
|
6.00
|
|
||
As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 Capital (to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated
|
$
|
578,564
|
|
|
9.75
|
%
|
|
$
|
237,316
|
|
|
4.00
|
%
|
|
N/A
|
|
|
|
|
Dubuque Bank and Trust Company
|
136,178
|
|
|
9.50
|
|
|
57,359
|
|
|
4.00
|
|
|
71,699
|
|
|
5.00
|
%
|
||
Galena State Bank & Trust Co.
|
26,111
|
|
|
8.97
|
|
|
11,648
|
|
|
4.00
|
|
|
14,560
|
|
|
5.00
|
|
||
Illinois Bank & Trust
|
39,721
|
|
|
8.02
|
|
|
19,820
|
|
|
4.00
|
|
|
24,775
|
|
|
5.00
|
|
||
Wisconsin Bank & Trust
|
57,551
|
|
|
8.85
|
|
|
26,018
|
|
|
4.00
|
|
|
32,523
|
|
|
5.00
|
|
||
New Mexico Bank & Trust
|
90,870
|
|
|
8.22
|
|
|
44,232
|
|
|
4.00
|
|
|
55,290
|
|
|
5.00
|
|
||
Arizona Bank & Trust
|
48,009
|
|
|
10.25
|
|
|
18,737
|
|
|
4.00
|
|
|
23,421
|
|
|
5.00
|
|
||
Rocky Mountain Bank
|
44,394
|
|
|
9.53
|
|
|
18,625
|
|
|
4.00
|
|
|
23,281
|
|
|
5.00
|
|
||
Summit Bank & Trust
|
11,213
|
|
|
8.44
|
|
|
5,317
|
|
|
4.00
|
|
|
6,647
|
|
|
5.00
|
|
||
Minnesota Bank & Trust
|
14,151
|
|
|
8.90
|
|
|
6,360
|
|
|
4.00
|
|
|
7,950
|
|
|
5.00
|
|
||
Morrill & Janes Bank and Trust Company
|
62,918
|
|
|
7.34
|
|
|
34,269
|
|
|
4.00
|
|
|
42,836
|
|
|
5.00
|
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Losses
|
||||||||||
Collateral dependent impaired loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
597
|
|
|
$
|
82
|
|
Commercial real estate
|
1,522
|
|
|
—
|
|
|
—
|
|
|
1,522
|
|
|
86
|
|
|||||
Agricultural and agricultural real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential real estate
|
2,330
|
|
|
—
|
|
|
—
|
|
|
2,330
|
|
|
104
|
|
|||||
Consumer
|
1,905
|
|
|
—
|
|
|
—
|
|
|
1,905
|
|
|
—
|
|
|||||
Total collateral dependent impaired loans
|
$
|
6,354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,354
|
|
|
$
|
272
|
|
Other real estate owned
|
$
|
11,524
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,524
|
|
|
$
|
5,520
|
|
Premises, furniture and equipment held for sale
|
$
|
3,889
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,889
|
|
|
$
|
—
|
|
|
Fair Value Measurements at December 31, 2014
|
||||||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Losses
|
||||||||||
Collateral dependent impaired loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
1,033
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,033
|
|
|
$
|
659
|
|
Commercial real estate
|
12,584
|
|
|
—
|
|
|
—
|
|
|
12,584
|
|
|
492
|
|
|||||
Agricultural and agricultural real estate
|
552
|
|
|
—
|
|
|
—
|
|
|
552
|
|
|
2,229
|
|
|||||
Residential real estate
|
3,173
|
|
|
—
|
|
|
—
|
|
|
3,173
|
|
|
—
|
|
|||||
Consumer
|
2,003
|
|
|
—
|
|
|
—
|
|
|
2,003
|
|
|
22
|
|
|||||
Total collateral dependent impaired loans
|
$
|
19,345
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,345
|
|
|
$
|
3,402
|
|
Other real estate owned
|
$
|
19,016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,016
|
|
|
$
|
1,938
|
|
Premises, furniture and equipment held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
For the Years Ended
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Balance at January 1,
|
$
|
4,947
|
|
|
$
|
3,298
|
|
Total gains (losses), net:
|
|
|
|
|
|||
Included in earnings
|
(3,038
|
)
|
|
—
|
|
||
Included in other comprehensive income
|
982
|
|
|
1,783
|
|
||
Purchases, issuances, sales and settlements:
|
|
|
|
||||
Purchases
|
6
|
|
|
—
|
|
||
Sales
|
(736
|
)
|
|
—
|
|
||
Settlements
|
(122
|
)
|
|
(134
|
)
|
||
Balance at period end,
|
$
|
2,039
|
|
|
$
|
4,947
|
|
|
For the Years Ended
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Balance at January 1,
|
$
|
—
|
|
|
$
|
—
|
|
Total gains (losses), net:
|
|
|
|
||||
Included in earnings
|
—
|
|
|
—
|
|
||
Included in other comprehensive income
|
106
|
|
|
—
|
|
||
Purchases, issuances, sales and settlements:
|
|
|
|
||||
Purchases
|
—
|
|
|
—
|
|
||
Acquired
|
740
|
|
|
—
|
|
||
Sales
|
—
|
|
|
—
|
|
||
Settlements
|
—
|
|
|
—
|
|
||
Balance at period end,
|
$
|
846
|
|
|
$
|
—
|
|
|
For the Years Ended
|
||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||
Balance at January 1,
|
$
|
2,496
|
|
|
$
|
1,809
|
|
Total gains (losses), net, included in earnings
|
288
|
|
|
2,422
|
|
||
Issuances
|
5,428
|
|
|
2,038
|
|
||
Settlements
|
(5,044
|
)
|
|
(3,773
|
)
|
||
Balance at period end,
|
$
|
3,168
|
|
|
$
|
2,496
|
|
|
Community and Other Banking
|
|
Mortgage Banking
|
|
Total
|
||||||
December 31, 2015
|
|
|
|
|
|
||||||
Net Interest Income
|
$
|
228,422
|
|
|
$
|
5,576
|
|
|
$
|
233,998
|
|
Provision for loan losses
|
12,697
|
|
|
—
|
|
|
12,697
|
|
|||
Total noninterest income
|
65,414
|
|
|
45,271
|
|
|
110,685
|
|
|||
Total noninterest expense
|
201,063
|
|
|
49,983
|
|
|
251,046
|
|
|||
Income (loss) before income taxes
|
$
|
80,076
|
|
|
$
|
864
|
|
|
$
|
80,940
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
||||||
Net Interest Income
|
$
|
200,394
|
|
|
$
|
2,679
|
|
|
$
|
203,073
|
|
Provision for loan losses
|
14,501
|
|
|
—
|
|
|
14,501
|
|
|||
Total noninterest income
|
48,330
|
|
|
33,894
|
|
|
82,224
|
|
|||
Total noninterest expense
|
172,392
|
|
|
43,408
|
|
|
215,800
|
|
|||
Income (loss) before income taxes
|
$
|
61,831
|
|
|
$
|
(6,835
|
)
|
|
$
|
54,996
|
|
|
|
|
|
|
|
||||||
December 31, 2013
|
|
|
|
|
|
||||||
Net Interest Income
|
$
|
161,452
|
|
|
$
|
2,376
|
|
|
$
|
163,828
|
|
Provision for loan losses
|
9,697
|
|
|
—
|
|
|
9,697
|
|
|||
Total noninterest income
|
49,810
|
|
|
39,808
|
|
|
89,618
|
|
|||
Total noninterest expense
|
150,767
|
|
|
45,794
|
|
|
196,561
|
|
|||
Income before income taxes
|
$
|
50,798
|
|
|
$
|
(3,610
|
)
|
|
$
|
47,188
|
|
|
|
|
|
|
|
||||||
Segment Assets
|
|
|
|
|
|
||||||
December 31, 2015
|
$
|
7,585,130
|
|
|
$
|
109,624
|
|
|
$
|
7,694,754
|
|
December 31, 2014
|
5,951,325
|
|
|
100,487
|
|
|
6,051,812
|
|
|||
December 31, 2013
|
5,850,976
|
|
|
72,740
|
|
|
5,923,716
|
|
|||
|
|
|
|
|
|
||||||
Average Loans
|
|
|
|
|
|
||||||
December 31, 2015
|
$
|
4,466,528
|
|
|
$
|
84,480
|
|
|
$
|
4,551,008
|
|
December 31, 2014
|
3,679,908
|
|
|
64,922
|
|
|
3,744,830
|
|
|||
December 31, 2013
|
2,939,856
|
|
|
76,577
|
|
|
3,016,433
|
|
BALANCE SHEETS
|
|||||||
(Dollars in thousands)
|
|||||||
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Assets:
|
|
|
|
||||
Cash and interest bearing deposits
|
$
|
85,327
|
|
|
$
|
124,387
|
|
Securities available for sale
|
2,039
|
|
|
5,684
|
|
||
Other investments, at cost
|
235
|
|
|
235
|
|
||
Investment in subsidiaries
|
789,244
|
|
|
592,324
|
|
||
Other assets
|
26,102
|
|
|
18,722
|
|
||
Due from subsidiaries
|
6,000
|
|
|
6,000
|
|
||
Total assets
|
$
|
908,947
|
|
|
$
|
747,352
|
|
Liabilities and stockholders’ equity:
|
|
|
|
||||
Short-term borrowings
|
$
|
15,000
|
|
|
$
|
—
|
|
Other borrowings
|
213,580
|
|
|
238,391
|
|
||
Accrued expenses and other liabilities
|
17,194
|
|
|
12,644
|
|
||
Total liabilities
|
245,774
|
|
|
251,035
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock
|
81,698
|
|
|
81,698
|
|
||
Common stock
|
22,436
|
|
|
18,511
|
|
||
Capital surplus
|
216,436
|
|
|
95,816
|
|
||
Retained earnings
|
348,630
|
|
|
298,764
|
|
||
Accumulated other comprehensive income (loss)
|
(6,027
|
)
|
|
1,528
|
|
||
Treasury stock
|
—
|
|
|
—
|
|
||
Total stockholders’ equity
|
663,173
|
|
|
496,317
|
|
||
Total liabilities and stockholders’ equity
|
$
|
908,947
|
|
|
$
|
747,352
|
|
INCOME STATEMENTS
|
|||||||||||
(Dollars in thousands)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating revenues:
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
70,000
|
|
|
$
|
47,485
|
|
|
$
|
47,750
|
|
Securities gains, net
|
3,038
|
|
|
—
|
|
|
2,316
|
|
|||
Gain (loss) on trading account securities
|
—
|
|
|
(38
|
)
|
|
1,421
|
|
|||
Other
|
712
|
|
|
640
|
|
|
726
|
|
|||
Total operating revenues
|
73,750
|
|
|
48,087
|
|
|
52,213
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Interest
|
12,996
|
|
|
10,052
|
|
|
9,206
|
|
|||
Salaries and benefits
|
5,028
|
|
|
5,584
|
|
|
5,104
|
|
|||
Professional fees
|
4,735
|
|
|
3,406
|
|
|
3,671
|
|
|||
Other operating expenses
|
4,234
|
|
|
2,173
|
|
|
1,577
|
|
|||
Total operating expenses
|
26,993
|
|
|
21,215
|
|
|
19,558
|
|
|||
Equity in undistributed earnings (losses)
|
2,570
|
|
|
6,749
|
|
|
(1,275
|
)
|
|||
Income before income tax benefit
|
49,327
|
|
|
33,621
|
|
|
31,380
|
|
|||
Income tax benefit
|
10,715
|
|
|
8,279
|
|
|
5,409
|
|
|||
Net income
|
60,042
|
|
|
41,900
|
|
|
36,789
|
|
|||
Preferred dividends
|
(817
|
)
|
|
(817
|
)
|
|
(1,093
|
)
|
|||
Net income available to common stockholders
|
$
|
59,225
|
|
|
$
|
41,083
|
|
|
$
|
35,696
|
|
STATEMENTS OF CASH FLOWS
|
|||||||||||
(Dollars in thousands)
|
|||||||||||
|
For the Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
60,042
|
|
|
$
|
41,900
|
|
|
$
|
36,789
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Undistributed (earnings) losses of subsidiaries
|
(2,570
|
)
|
|
(6,749
|
)
|
|
1,275
|
|
|||
Security gains, net
|
(3,038
|
)
|
|
—
|
|
|
(2,316
|
)
|
|||
Decrease in due from subsidiaries
|
—
|
|
|
—
|
|
|
1,000
|
|
|||
Increase (decrease) in accrued expenses and other liabilities
|
4,550
|
|
|
1,678
|
|
|
(6,125
|
)
|
|||
(Increase) decrease in other assets
|
(7,379
|
)
|
|
14,135
|
|
|
(4,104
|
)
|
|||
(Increase) decrease in trading account securities
|
—
|
|
|
1,801
|
|
|
(1,421
|
)
|
|||
Other, net
|
5,690
|
|
|
3,086
|
|
|
4,089
|
|
|||
Net cash provided by operating activities
|
57,295
|
|
|
55,851
|
|
|
29,187
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital contributions to subsidiaries
|
(114,602
|
)
|
|
(6,735
|
)
|
|
(69,429
|
)
|
|||
Proceeds from sales of available for sale securities
|
3,774
|
|
|
—
|
|
|
2,925
|
|
|||
Proceeds from the maturity of and principal paydowns on other investments
|
619
|
|
|
—
|
|
|
—
|
|
|||
Net assets acquired
|
44,066
|
|
|
—
|
|
|
44,697
|
|
|||
Net cash used by investing activities
|
(66,143
|
)
|
|
(6,735
|
)
|
|
(21,807
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from other borrowings
|
15,000
|
|
|
73,950
|
|
|
80
|
|
|||
Repayments of other borrowings
|
(35,557
|
)
|
|
(9,162
|
)
|
|
(1,255
|
)
|
|||
Cash dividends paid
|
(10,176
|
)
|
|
(8,203
|
)
|
|
(8,001
|
)
|
|||
Purchase of treasury stock
|
(2,987
|
)
|
|
(899
|
)
|
|
(2,004
|
)
|
|||
Proceeds from issuance of common stock
|
3,508
|
|
|
1,673
|
|
|
4,265
|
|
|||
Net cash provided (used) by financing activities
|
(30,212
|
)
|
|
57,359
|
|
|
(6,915
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(39,060
|
)
|
|
106,475
|
|
|
465
|
|
|||
Cash and cash equivalents at beginning of year
|
124,387
|
|
|
17,912
|
|
|
17,447
|
|
|||
Cash and cash equivalents at end of year
|
$
|
85,327
|
|
|
$
|
124,387
|
|
|
$
|
17,912
|
|
Supplemental disclosure:
|
|
|
|
|
|
||||||
Stock consideration granted for acquisition
|
$
|
120,070
|
|
|
$
|
—
|
|
|
$
|
38,755
|
|
(Dollars in thousands, except per share data)
|
|||||||||||||||
2015
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Net interest income
|
$
|
62,700
|
|
|
$
|
59,724
|
|
|
$
|
57,644
|
|
|
$
|
53,930
|
|
Provision for loan and lease losses
|
2,171
|
|
|
3,181
|
|
|
5,674
|
|
|
1,671
|
|
||||
Net interest income after provision for loan and lease losses
|
60,529
|
|
|
56,543
|
|
|
51,970
|
|
|
52,259
|
|
||||
Noninterest income
|
24,381
|
|
|
24,980
|
|
|
30,661
|
|
|
30,663
|
|
||||
Noninterest expense
|
65,954
|
|
|
61,996
|
|
|
63,482
|
|
|
59,614
|
|
||||
Income taxes
|
4,365
|
|
|
4,945
|
|
|
3,989
|
|
|
7,599
|
|
||||
Net income
|
14,591
|
|
|
14,582
|
|
|
15,160
|
|
|
15,709
|
|
||||
Preferred stock dividends
|
(204
|
)
|
|
(205
|
)
|
|
(204
|
)
|
|
(204
|
)
|
||||
Net income available to common stockholders
|
14,387
|
|
|
14,377
|
|
|
14,956
|
|
|
15,505
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per share:
|
|
|
|
|
|
|
|
||||||||
Earnings per share-basic
|
$
|
0.68
|
|
|
$
|
0.70
|
|
|
$
|
0.73
|
|
|
$
|
0.77
|
|
Earnings per share-diluted
|
0.67
|
|
|
0.69
|
|
|
0.72
|
|
|
0.76
|
|
||||
Cash dividends declared on common stock
|
0.15
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
||||
Book value per common share
|
25.92
|
|
|
24.68
|
|
|
24.13
|
|
|
23.59
|
|
||||
Weighted average common shares outstanding
|
21,232,232
|
|
|
20,619,945
|
|
|
20,598,899
|
|
|
20,214,582
|
|
||||
Weighted average diluted common shares outstanding
|
21,419,699
|
|
|
20,893,312
|
|
|
20,877,236
|
|
|
20,493,266
|
|
(Dollars in thousands, except per share data)
|
|||||||||||||||
2014
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Net interest income
|
$
|
52,171
|
|
|
$
|
51,491
|
|
|
$
|
50,799
|
|
|
$
|
48,612
|
|
Provision for loan and lease losses
|
2,866
|
|
|
2,553
|
|
|
2,751
|
|
|
6,331
|
|
||||
Net interest income after provision for loan and lease losses
|
49,305
|
|
|
48,938
|
|
|
48,048
|
|
|
42,281
|
|
||||
Noninterest income
|
21,233
|
|
|
20,606
|
|
|
21,535
|
|
|
18,850
|
|
||||
Noninterest expense
|
53,948
|
|
|
54,655
|
|
|
54,659
|
|
|
52,538
|
|
||||
Income taxes
|
4,327
|
|
|
2,916
|
|
|
4,150
|
|
|
1,703
|
|
||||
Net income
|
12,263
|
|
|
11,973
|
|
|
10,774
|
|
|
6,890
|
|
||||
Preferred stock dividends
|
(204
|
)
|
|
(205
|
)
|
|
(204
|
)
|
|
(204
|
)
|
||||
Net income available to common stockholders
|
12,059
|
|
|
11,768
|
|
|
10,570
|
|
|
6,686
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Per share:
|
|
|
|
|
|
|
|
||||||||
Earnings per share-basic
|
$
|
0.65
|
|
|
$
|
0.64
|
|
|
$
|
0.57
|
|
|
$
|
0.36
|
|
Earnings per share-diluted
|
0.64
|
|
|
0.63
|
|
|
0.56
|
|
|
0.36
|
|
||||
Cash dividends declared on common stock
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
||||
Book value per common share
|
22.40
|
|
|
21.74
|
|
|
21.16
|
|
|
20.36
|
|
||||
Weighted average common shares outstanding
|
18,482,059
|
|
|
18,468,762
|
|
|
18,458,113
|
|
|
18,437,253
|
|
||||
Weighted average diluted common shares outstanding
|
18,762,272
|
|
|
18,752,748
|
|
|
18,746,735
|
|
|
18,724,936
|
|
1.
|
Financial Statements
|
|
The consolidated financial statements of Heartland Financial USA, Inc. are included in Item 8 of this Annual Report on Form 10-K.
|
2.
|
Financial Statement Schedules
|
|
None
|
3.
|
Exhibits
|
|
The exhibits required by Item 601 of Regulation S-K are included along with this Annual Report on Form 10-K and are listed on the "Index of Exhibits" immediately following the signature page.
|
By:
|
/s/ Lynn B. Fuller
|
|
Lynn B. Fuller
|
|
Chairman and Chief Executive Officer
|
|
|
By:
|
/s/ Lynn B. Fuller
|
|
/s/ Bryan R. McKeag
|
|
Lynn B. Fuller
|
|
Bryan R. McKeag
|
|
Chief Executive Officer and Director
|
|
Executive Vice President and Chief Financial Officer
|
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|
|
|
|
|
|
/s/ Janet M. Quick
|
|
/s/ James F. Conlan
|
|
Janet M. Quick
|
|
James F. Conlan
|
|
Executive Vice President and Deputy Chief Financial Officer
|
|
Director
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ John W. Cox Jr.
|
|
/s/ Mark C. Falb
|
|
|
||
|
|
||
|
John W. Cox, Jr.
|
|
Mark C. Falb
|
|
Director
|
|
Director
|
|
/s/ Thomas L. Flynn
|
|
/s/ R. Mike McCoy
|
|
|
||
|
|
||
|
Thomas L. Flynn
|
|
R. Mike McCoy
|
|
Director
|
|
Director
|
|
/s/ Kurt M. Saylor
|
|
/s/ John K. Schmidt
|
|
|
||
|
|
||
|
Kurt M. Saylor
|
|
John K. Schmidt
|
|
Director
|
|
Director
|
|
/s/ Duane E. White
|
|
|
|
|
||
|
|
||
|
Duane E. White
|
|
|
|
Director
|
|
|
|
|
|
10.8
|
(1)
|
Form of Agreement for Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan Performance Restricted Stock Agreement (incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K filed on March 10, 2006).
|
|
|
|
10.9
|
|
Indenture between Heartland Financial USA, Inc. and Wilmington Trust Company dated as of June 26, 2007 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2007).
|
|
|
|
10.10
|
|
Indenture between Heartland Financial USA, Inc. and Wilmington Trust Company dated as of June 26, 2007 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2007).
|
|
|
|
10.11
|
(1)
|
Heartland Financial USA, Inc. Policy on Director Fees and Policy on Expense Reimbursement For Directors (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on December 5, 2007).
|
|
|
|
10.12
|
(1)
|
Form of Split-Dollar Life Insurance Plan effective November 13, 2001, between the subsidiaries of Heartland Financial USA, Inc. and their selected officers, including four subsequent amendments effective January 1, 2002, May 1, 2002, September 16, 2003 and December 31, 2007. These plans are in place at Dubuque Bank and Trust Company, Galena State Bank & Trust Co., Illinois Bank & Trust, Wisconsin Bank & Trust and New Mexico Bank & Trust (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2008).
|
|
|
|
10.13
|
(1)
|
Form of Executive Supplemental Life Insurance Plan effective January 1, 2005, between the subsidiaries of Heartland Financial USA, Inc. and their selected officers, including a subsequent amendment effective December 31, 2007. These plans are in place at Dubuque Bank and Trust Company, Galena State Bank & Trust Co., Illinois Bank & Trust, Wisconsin Bank & Trust and New Mexico Bank & Trust (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 12, 2008).
|
|
|
|
10.14
|
(1)
|
Form of Executive Life Insurance Bonus Plan effective December 31, 2007, between Heartland Financial USA, Inc. and selected officers of Heartland Financial USA, Inc. and its subsidiaries, including a subsequent amendment effective December 31, 2007 (incorporated by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2009).
|
|
|
|
10.15
|
(1)
|
Form of Split-Dollar Agreement effective November 1, 2008, between the subsidiaries of Heartland Financial USA, Inc. and their selected officers. These plans are in place at Dubuque Bank and Trust Company, Galena State Bank & Trust Co., Illinois Bank & Trust, Wisconsin Bank & Trust, New Mexico Bank & Trust, Arizona Bank & Trust, Summit Bank & Trust, Minnesota Bank & Trust and Citizens Finance Co. (incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed on March 16, 2009).
|
|
|
|
10.16
|
(1)
|
Form of Agreement for Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement with those individuals formerly subject to settlement restrictions due to Heartland’s participation in the United States Treasury’s Troubled Asset Relief Program. (incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K filed on March 16, 2010).
|
|
|
|
10.17
|
(1)
|
Form of Agreement for Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan Performance Restricted Stock Unit Agreement with those individuals not subject to settlement restrictions due to Heartland’s participation in the United States Treasury’s Troubled Asset Relief Program (incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report on Form 10-K filed on March 16, 2010).
|
|
|
|
10.18
|
|
Form of Senior Notes of Heartland Financial USA, Inc. (incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed on March 16, 2011).
|
|
|
|
10.19
|
|
ISDA Confirmation Letter between Heartland Financial USA, Inc. and Bankers Trust Company dated April 5, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2011).
|
|
|
|
10.20
|
|
Promissory Note between Heartland Financial USA, Inc. and Bankers Trust Company dated April 20, 2011 (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2011).
|
|
|
|
10.21
|
|
Securities Purchase Agreement between Heartland Financial USA, Inc. and the Secretary of the Treasury dated September 15, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on September 15, 2011).
|
|
|
|
10.22
|
|
Repurchase Document between Heartland Financial USA, Inc. and the United States Department of the Treasury dated September 15, 2011 (incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on September 15, 2011).
|
|
|
|
10.23
|
|
Warrant Letter Agreement between Heartland Financial USA, Inc. and the United States Department of the Treasury dated September 28, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on September 28, 2011).
|
|
|
|
10.24
|
(1)
|
Form of Agreement for Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan Restricted Stock Unit Agreement for awards granted in January 2012. (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2012).
|
|
|
|
10.25
|
(1)
|
Form of Agreement for Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan Performance-Based Restricted Stock Unit Agreement for awards granted in January 2012. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on May 10, 2012).
|
|
|
|
10.26
|
(1)
|
Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8 filed on May, 17 2012).
|
|
|
|
10.27
|
|
Promissory Note and Business Loan Agreement between Heartland Financial USA, Inc. and Bankers Trust Company dated June 14, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on August 8, 2013)
|
|
|
|
10.28
|
(1)
|
Form of Time-Based Restricted Stock Unit Award Agreement for Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.32 to the Registrant's Annual Report on Form 10-K filed on March 14, 2014).
|
|
|
|
10.29
|
(1)
|
Form of Performance-Based Restricted Stock Unit Award Agreement for Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.33 to the Registrant's Annual Report on Form 10-K filed on March 14, 2014).
|
|
|
|
10.30
|
|
Indenture by and between Morrill Bancshares, Inc. and State Street Bank and Trust Company of Connecticut, National Association dated as of December 19, 2002 (incorporated by reference to Exhibit 10.34 to the Registrant's Annual Report on Form 10-K filed on March 14, 2014).
|
|
|
|
10.31
|
|
Indenture by and between Morrill Bancshares, Inc. and U.S. Bank National Association dated as of December 17, 2003 (incorporated by reference to Exhibit 10.35 to the Registrant's Annual Report on Form 10-K filed on March 14, 2014).
|
|
|
|
10.32
|
(1)
|
Form of Director Restricted Stock Unit Award Agreement under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on August 7, 2014).
|
|
|
|
10.33
|
|
Indenture between Heartland Financial USA, Inc. and U.S. Bank National Association dated as of December 17, 2014, as supplemented (including form of note) (incorporated by reference to Exhibit 4.1 and 4.2 to the Registrant's Current Report on Form 8-K filed on December 18, 2014).
|
|
|
|
10.34
|
(1)
|
Form of Change In Control Agreements between Heartland Financial USA, Inc. and Lynn B. Fuller (compensation multiple of 2 and health benefits term of 18 months); Bruce K. Lee and Kenneth J. Erickson (compensation multiple of 1.5 and health benefits term of 18 months); Michael J. Coyle, Brian J. Fox, Douglas J. Horstmann, Bryan R. McKeag, Mark G. Murtha, Rodney Sloan and Frank E. Walter (compensation multiple of 1 and health benefits term of 12 months) dated as of January 1, 2015 (incorporated by reference to Exhibit 10.37 to the Registrant's Annual Report on Form 10-K filed on March 13, 2015.
|
|
|
|
10.35
|
|
Agreement and Plan of Merger among Heartland Financial USA, Inc., Premier Valley Bank and, following its organization, PV Acquisition Bank dated May 28, 2015 (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on May 29, 2015).
|
|
|
|
Principal
$20,000,000.00
|
Loan Date
12-15-2015
|
Maturity
06-14-2016
|
Loan No
55120-0201
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00456
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800) 362-1688
|
Principal Amount:
$20,000,000.00
|
Date of Note: December 15
, 2015
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag EVP, CFO of Heartland Financial USA, Inc.
|
By: /s/ John Ruan, IV
|
John Ruan, IV, Vice President
|
Principal
$40,931,901.88
|
Loan Date
12-15-2015
|
Maturity
11-30-2016
|
Loan No
55120-0301
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00456
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800)362-1688
|
Principal Amount:
$40,931,901.88
|
Date of Note: December 15,
2015
|
Payment Default.
Borrower fails to make any payment when due under this Note.
|
Other Defaults.
Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.
|
False Statements
. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.
|
Insolvency.
The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
|
Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
|
Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.
|
Change in Ownership.
Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
|
Adverse Change
. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.
|
Insecurity.
Lender in good faith believe itself insecure.
|
Loan No: 55120-0301
|
|
PROMISSORY NOTE
(Continued)
|
|
Page 2
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag, CFO of Heartland Financial USA, Inc.
|
Principal
$40,931,901.88
|
Loan Date
12-15-2015
|
Maturity
11-30-2016
|
Loan No
55120-0301
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00456
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800) 362-1688
|
Undisbursed Funds:
|
$
|
40,931,901.88
|
|
Note Principal:
|
$
|
40,931,901.88
|
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag, CFO of Heartland Financial USA, Inc.
|
Principal
$40,931,901.88
|
Loan Date
12-15-2015
|
Maturity
11-30-2016
|
Loan No
55120-0301
|
Call / Coll
9A00 / AA
|
Account
00000160370
|
Officer
00456
|
Initials
|
||
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “***” has been omitted due to text length limitations.
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
Lender:
|
Bankers Trust Company
|
|
1398 Central Avenue
|
|
|
453 7th Street
|
|
Dubuque, IA 52001
|
|
|
P.O. Box 897
|
|
|
|
|
Des Moines, IA 50304-0897
|
|
|
|
|
(800)362-1688
|
|
|
|
|
|
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THE LOAN AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THE WRITTEN LOAN AGREEMENT MAY BE LEGALLY ENFORCED. BORROWER MAY CHANGE THE TERMS OF THE LOAN AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.
|
||||
|
|
|
|
|
As used in this Notice, the following terms have the following meanings:
|
||||
|
|
|
|
|
Loan.
The term "Loan: means the following described loan: a Variable Rate Nondisclosable Draw Down Line of Credit Loan to a Corporation for $40,931,901.88 due on November 30, 2016.
|
||||
|
|
|
|
|
Loan Agreement.
The term "Loan Agreement" means one or more promises, promissory notes, agreements, undertakings, security agreements, deeds of trust or other documents, or commitments, or any combination of those actions or documents, relating to the Loan, including without limitation the following:
|
||||
|
||||
LOAN DOCUMENTS
|
||||
|
|
|
|
|
Promissory Note
|
|
|
|
|
Disbursement Request and Authorization
|
|
|||
Notice of Final Agreement
|
|
|||
Parties.
The term "Parties" means Bankers Trust Company and any and all entities or individuals who are obligated to repay the loan or have pledged property as security for the Loan, including without limitation the following:
|
||||
|
|
|
|
|
Borrower:
|
Heartland Financial USA, Inc.
|
|
|
By: /s/ Bryan R. McKeag
|
Bryan R. McKeag, CFO of Heartland Financial USA, Inc.
|
By: /s/ John Ruan IV
|
John Ruan IV, Vice President
|
Certificate No.:
|
|
U.S. $
|
Dated: September ___, 2012
|
|
|
|
CIC BANCSHARES, INC.
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
ATTEST:
|
|
|
|
|
|
|
|
11.
|
Conversion Procedures.
|
OS
0
|
OS
1
|
OS
0
|
OS
1
|
OS
0
+ Y
|
OS
1
+ X
|
OS
0
- FMV
|
SP
0
|
SP
0
- DIV
|
SP
0
|
OS
0
x SP
0
|
AC + (SP
0
x OS
1
)
|
To assign this Note, fill in the form below:
|
|
I or we assign and transfer this Note to
|
|
|
(Insert assignee's Social Security or Tax l.D. Number)
|
|
|
|
|
|
(Print or type assignee's name, address and zip code)
|
|
|
and irrevocably appoint
|
|
|
agent to transfer this Note on the books of the Company. The agent may substitute another to
act for him or her.
|
|
|
|
|
Your Signature:
|
|
|
|
|
|
|
|
|
Date:
|
|
|
|
|
|
|
(Sign exactly as your name appears on the
other side of this Note)
|
HEARTLAND FINANCIAL USA, INC.
|
|
|
|
By:
|
/s/ Lynn B. Fuller
|
|
Lynn B. Fuller, Chairman and
Chief Executive Officer
|
|
|
|
|
CIC BANCSHARES, INC.
|
|
|
|
By:
|
/s/ Kevin W. Ahern
|
|
Kevin W. Ahern, Chairman and
Chief Executive Officer
|
|
|
|
|
HOLDERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OS
0
|
OS
1
|
OS
0
|
OS
1
|
OS
0
+ Y
|
OS
1
+ X
|
SP
0
- FMV
|
SP
0
|
SP
0
- DIV
|
SP
0
|
OS
0
x SP
0
|
AC + (SP
0
x OS
1
)
|
Computation of Per Share Earnings
|
|
||
(Dollars in thousands, except per share data)
|
|
||
|
|
||
Net income
|
$
|
60,042
|
|
Preferred dividends and discount
|
(817
|
)
|
|
Net income available to common stockholders for the year ended December 31, 2015
|
$
|
59,225
|
|
Weighted average common shares outstanding
|
20,671,824
|
|
|
Assumed incremental common shares issued upon exercise of stock options and non-vested restricted stock units
|
257,561
|
|
|
Weighted average common shares for diluted earnings per share
|
20,929,385
|
|
|
Earnings per common share - basic
|
$
|
2.87
|
|
Earnings per common share - diluted
|
$
|
2.83
|
|
Subsidiaries of the Registrant as of December 31, 2015
|
||
|
|
|
1.
|
|
Dubuque Bank and Trust Company, an Iowa state bank with its main office located in Dubuque, Iowa
|
|
|
|
1a.
|
|
DB&T Insurance, Inc., a multi-line insurance company
|
|
|
|
1b.
|
|
DB&T Community Development Corp., a community development company with a primary purpose of partnering in low-income housing and historic rehabilitation projects
|
|
|
|
2.
|
|
Illinois Bank & Trust, an Illinois state bank with its main office located in Rockford, Illinois
|
|
|
|
3.
|
|
Wisconsin Bank & Trust, a Wisconsin state bank with its main office located in Madison, Wisconsin
|
|
|
|
4.
|
|
New Mexico Bank & Trust, a New Mexico state bank with its main office located in Albuquerque, New Mexico
|
|
|
|
5.
|
|
Arizona Bank & Trust, an Arizona state bank with its main office located in Phoenix, Arizona
|
|
|
|
6.
|
|
Rocky Mountain Bank, a Montana state bank with its main office located in Billings, Montana
|
|
|
|
7.
|
|
Summit Bank & Trust, a Colorado state bank with its main office located in Broomfield, Colorado
|
|
|
|
8.
|
|
Minnesota Bank & Trust, a Minnesota state bank with its main office located in Edina, Minnesota
|
|
|
|
9.
|
|
Morrill & Janes Bank and Trust Company, a Kansas state bank with its main office located in Merriam, Kansas
|
|
|
|
10.
|
|
Premier Valley Bank, a California state bank with its main office located in Fresno, California
|
|
|
|
11.
|
|
Citizens Finance Parent Co., a consumer finance company
|
|
|
|
11a.
|
|
Citizens Finance Co., a consumer finance company with offices in Iowa and Wisconsin
|
|
|
|
11b.
|
|
Citizens Finance of Illinois Co., a consumer finance company with offices in Illinois
|
|
|
|
12.
|
|
Heartland Financial Statutory Trust IV
|
|
|
|
13.
|
|
Heartland Financial Statutory Trust V
|
|
|
|
14.
|
|
Heartland Financial Statutory Trust VI
|
|
|
|
15.
|
|
Heartland Financial Statutory Trust VII
|
|
|
|
16.
|
|
Morrill & Janes Statutory Trust I
|
|
|
|
17.
|
|
Morrill & Janes Statutory Trust II
|
|
|
|
18.
|
|
Sheboygan Statutory Trust I
|
|
|
|
19.
|
|
CBNM Capital Trust I
|
|
|
|
20.
|
|
Heartland Community Development Inc., a property management company with a primary purpose of holding and managing nonperforming assets
|
|
|
|
21.
|
|
Heartland Financial USA, Inc. Insurance Services, an insurance company with a primary purpose of providing online insurance services
|
1.
|
I have reviewed this annual report on Form 10-K of Heartland Financial USA, Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this 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 report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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 Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 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 report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter 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 registrant's board of directors (or persons performing the equivalent function):
|
|
|
|
|
|
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.
|
Date:
|
March 11, 2016
|
|
|
/s/ Lynn B. Fuller
|
|
Lynn B. Fuller
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Heartland Financial USA, Inc.;
|
|
|
|
|
2.
|
Based on my knowledge, this 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 report;
|
|
|
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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 internal control over financial reporting (as defined in Exchange Act Rules 13a-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 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 report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
|
|
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter 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 registrant's board of directors (or persons performing the equivalent function):
|
|
|
|
|
|
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.
|
Date:
|
March 11, 2016
|
|
|
/s/ Bryan R. McKeag
|
|
Bryan R. McKeag
|
|
Chief Financial Officer
|
/s/ Lynn B. Fuller
|
|
Lynn B. Fuller
|
|
Chief Executive Officer
|
|
|
|
Date:
|
March 11, 2016
|
/s/ Bryan R. McKeag
|
|
Bryan R. McKeag
|
|
Chief Financial Officer
|
|
|
|
Date:
|
March 11, 2016
|