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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________

Commission File Number: 001-15393

HEARTLAND FINANCIAL USA, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

42-1405748
(I.R.S. Employer identification number)

1398 Central Avenue, Dubuque, Iowa 52001
(Address of principal executive offices) (Zip Code)

(563) 589-2100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock $1.00 par value HTLF The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes  No 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer              Accelerated filer    ☐            Non-accelerated filer            Smaller reporting company
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes  No 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant (assuming, for purposes of this calculation only, that the Registrant's directors, executive officers and greater than 10% shareholders are affiliates of the Registrant), based on the last sales price quoted on the Nasdaq Global Select Market on June 30, 2019, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $1,548,354,472. 
As of February 25, 2020, the Registrant had issued and outstanding 36,766,531 shares of common stock, $1.00 par value per share.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2020 Annual Meeting of Stockholders are incorporated by reference into Part III.



HEARTLAND FINANCIAL USA, INC.
Form 10-K Annual Report
Table of Contents
Part I  
A. General Description
B. Market Areas
C. Competition
D. Employees
E. Supervision and Regulation
 
Part II  
Part III  
Part IV  




PART I

SAFE HARBOR STATEMENT

This Annual Report on Form 10-K (including information incorporated by reference) contains, and future oral and written statements of Heartland Financial USA, Inc. and its management may contain, forward-looking statements, within the meaning of such term in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of Heartland. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Heartland's management and on information currently available to management, are generally identifiable by the use of words such as "believe", "expect", "anticipate", "plan", "intend", "estimate", "may", "will", "would", "could", "should" or other similar expressions. Additionally, all statements in this Annual Report on Form 10-K, including forward-looking statements, speak only as of the date they are made, and Heartland undertakes no obligation to update any statement in light of new information or future events.

Heartland's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. The factors which could have a material adverse effect on the operations and future prospects of Heartland are detailed in the "Risk Factors" section included under Item 1A. of Part I of this Annual Report on Form 10-K. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

ITEM 1. BUSINESS

A. GENERAL DESCRIPTION

Heartland Financial USA, Inc. (individually referred to herein as "Parent Company" and collectively with all of its subsidiaries and affiliates referred to herein as "Heartland," "we," "us," or "our") is a multi-bank holding company registered under the Bank Holding Company Act of 1956, as amended (the "BHCA"), that was originally formed in the state of Iowa in 1981 and reincorporated in the State of Delaware in 1993. Heartland's headquarters are located at 1398 Central Avenue, Dubuque, Iowa. Our website address is www.htlf.com. You can access, free of charge, our filings with the Securities and Exchange Commission (the "SEC"), including our Annual Report on Form 10-K, our quarterly reports on Form 10-Q, current reports on Form 8-K and any other amendments to those reports, at our website under the Investor Relations tab, or at the SEC website at www.sec.gov. Proxy materials for our upcoming 2020 Annual Shareholders Meeting to be held on May 20, 2020, will be available electronically via a link on our website at www.htlf.com.

At December 31, 2019, Heartland had total assets of $13.21 billion, total loans held to maturity of $8.37 billion and total deposits of $11.04 billion. Heartland’s total stockholders' equity as of December 31, 2019, was $1.58 billion. Net income available to common stockholders for 2019 was $149.1 million.

Heartland conducts a community banking business through 11 independently branded and chartered community banks (collectively, the "Banks") operating in the states of Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. All Banks are members of the Federal Deposit Insurance Corporation (the "FDIC"). Listed below are the Banks, which, as of the date of this Annual Report on Form 10-K, operate a total of 115 banking locations:

Dubuque Bank and Trust Company, Dubuque, Iowa, is chartered under the laws of the state of Iowa.
Illinois Bank & Trust, Rockford, Illinois, is chartered under the laws of the state of Illinois.
Wisconsin Bank & Trust, Madison, Wisconsin, is chartered under the laws of the state of Wisconsin.
New Mexico Bank & Trust, Albuquerque, New Mexico, is chartered under the laws of the state of New Mexico.
Rocky Mountain Bank, Billings, Montana, is chartered under the laws of the state of Montana.
Arizona Bank & Trust, Phoenix, Arizona, is chartered under the laws of the state of Arizona.
Citywide Banks, Denver, Colorado, is chartered under the laws of the state of Colorado.
Minnesota Bank & Trust, Edina, Minnesota, is chartered under the laws of the state of Minnesota.
Bank of Blue Valley, Merriam, Kansas, is chartered under the laws of the state of Kansas.
Premier Valley Bank, Fresno, California, is chartered under the laws of the state of California.
First Bank & Trust, Lubbock, Texas, is chartered under the laws of the state of Texas.




Dubuque Bank and Trust Company also has two wholly-owned non-bank subsidiaries:

DB&T Insurance, Inc., a multi-line insurance agency, with one wholly-owned subsidiary:
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 markets.
DB&T Community Development Corp., a community development company with the primary purpose of partnering in low-income housing and historic rehabilitation projects.

First Bank & Trust has one wholly-owned mortgage company:

PrimeWest Mortgage Corporation, a mortgage company with the primary purpose of originating, selling and servicing residential mortgage loans. The loans are primarily sold into the secondary market with mortgage servicing rights retained.

Heartland has two non-bank subsidiaries as listed below:

Heartland Community Development Inc., a property management company with the primary purpose of holding and managing certain nonperforming assets acquired from the Banks.

Citizens Finance Parent Co., a consumer finance company with two wholly-owned companies:
Citizens Finance Co., a consumer finance company with offices in Iowa and Wisconsin.
Citizens Finance of Illinois Co., a consumer finance company with offices in Illinois.

Prior to December 31, 2018, Heartland decided to exit the consumer finance business and entered into an agreement to sell the loan portfolios of Citizens Finance Co. and Citizens Finance of Illinois Co. The transaction closed on January 11, 2019. The offices in Iowa and Wisconsin closed on February 1, 2019, and the offices in Illinois closed on February 11, 2019.

In addition, as of December 31, 2019, Heartland had trust preferred securities issued through special purpose trust subsidiaries formed for the purpose of offering cumulative capital securities including Heartland Financial Statutory Trust IV, Heartland Financial Statutory Trust V, Heartland Financial Statutory Trust VI, Heartland Financial Statutory Trust VII, Morrill Statutory Trust I, Morrill Statutory Trust II, Sheboygan Statutory Trust I, CBNM Capital Trust I, Citywide Capital Trust III, Citywide Capital Trust IV, Citywide Capital Trust V, OCGI Statutory Trust III, OCGI Capital Trust IV, BVBC Capital Trust II and BVBC Capital Trust III.

All of Heartland’s subsidiaries were wholly owned as of December 31, 2019.

The principal business of our Banks consists of making loans to and accepting deposits from businesses and individuals. Our Banks provide full service commercial and retail banking in their communities. Both our loans and our deposits are generated primarily through strong banking and community relationships, and through management that is actively involved in the community. Our lending and investment activities are funded primarily by core deposits. This stable source of funding is achieved by developing strong banking relationships with customers through value-added product offerings, competitive market pricing, convenience and high-touch personal service. Deposit products, which are insured by the FDIC to the full extent permitted by law, include checking and other demand deposit accounts, NOW accounts, savings accounts, money market accounts, certificates of deposit, individual retirement accounts, health savings accounts and other time deposits. Loan products include commercial and industrial, commercial real estate, small business, agricultural, real estate mortgage, consumer, and credit cards for commercial, business and personal use.

We enhance the customer-centric local services of our Banks with a full complement of value-added services, including wealth management, investment and insurance services. We provide contemporary technology solutions that provide our customers convenient electronic banking services and client access to account information through business and personal online banking, mobile banking, bill payment, remote deposit capture, treasury management services, credit and debit cards and automated teller machines.




Business Model and Operating Philosophy

Heartland’s operating philosophy is to maximize the benefits of a community banking model by:

1.Creating strong community ties through customer-centric local bank delivery of products and services.

Deeply rooted local leadership and boards
Local community knowledge and relationships
Local decision-making
Independent charters
Locally recognized brands
Commitment to an exceptional customer experience

2.Providing extensive banking services to increase revenue.

Full range of commercial products, including government guaranteed lending and treasury management services
Private client services, including investment management, trust, retirement plans and brokerage and investment services
Convenient and competitive retail products and services
Residential mortgage origination
Providing added client value through consultative relationship building

3.Centralizing back-office operations for efficiency.

Leverage expertise across all Banks
Contemporary technology for account processing and delivery systems
Efficient back-office support for loan processing and deposit operations
Centralized loan underwriting and collections
Centralized loss management and risk analysis
Centralized support for other professional services, including human resources, marketing, legal, compliance, finance, administration, internal audit, investment management, customer support and facilities

We believe the personal and professional service we offer to our customers provides an appealing alternative to the service provided by the "megabanks." While we are committed to a community banking philosophy, we believe our size, combined with our robust suite of financial products and services, allows us to effectively compete in our respective market areas. To remain price competitive, we also believe that we must manage expenses and gain economies of scale by centralizing back office support functions. Although each of our Banks operates under the direction of its own board of directors, we have standard operating policies regarding asset/liability management, liquidity management, investment management, and lending and deposit structure management.

Another component of our operating strategy is to encourage all directors, officers and employees to maintain a strong ownership interest in Heartland. We have established ownership guidelines for our directors and executive management and have an employee stock purchase plan available to employees.

We maintain a strong community commitment by encouraging the active participation of our employees, officers and board members in local charitable, civic, school, religious and community development activities.

Acquisition and Branch Optimization Strategy

Our primary objectives are to increase profitability and diversify our market area and asset base by expanding through acquisitions and to grow organically by increasing our customer base in the markets we serve. In the current environment, we are continuing to seek opportunities for growth through acquisitions. Although we are focused on opportunities in our existing and adjacent markets, we would consider acquisitions in new growth markets if they fit our business model, support our customer-centric culture, provide a sufficient return on investment and would be accretive to earnings within the first year of combined operations. We typically consider acquisitions of established financial institutions, primarily commercial banks or thrifts.

In recent years, we have focused on markets with growth potential in the Midwestern and Western regions of the United States. Our strategy is to balance the growth in our Western markets with the stability of our Midwestern markets.




The following table provides information about the implementation of Heartland's expansion strategy:

Year Name De Novo Acquisition Merged Into or Assets Purchased By
1988
Citizens Finance Co.(1)
X N/A
1989 Key City Bank X Dubuque Bank and Trust Company
1991 Farley State Bank X Dubuque Bank and Trust Company
1992 Galena State Bank & Trust Co. X Illinois Bank & Trust (2015)
1994
First Community Bank(2)
X Dubuque Bank and Trust Company (2011)
1995
Riverside Community Bank(3)
X N/A
1997
Cottage Grove State Bank(4)
X N/A
1998 New Mexico Bank & Trust X N/A
1999 Bank One Monroe (branch) X Wisconsin Bank & Trust
2000 First National Bank of Clovis X New Mexico Bank & Trust
2003 Arizona Bank & Trust X N/A
2004 Rocky Mountain Bank X N/A
2006
Summit Bank & Trust(5)
X N/A
2006 Bank of the Southwest X Arizona Bank & Trust
2008 Minnesota Bank & Trust X N/A
2009 Elizabeth State Bank X
Galena State Bank & Trust Co.(6)
2012 Liberty Bank, FSB (three branches) X Dubuque Bank and Trust Company
2012 First National Bank Platteville X Wisconsin Bank & Trust
2012 Heritage Bank, N.A. X Arizona Bank & Trust
2013 Morrill & Janes Bank and Trust Company X N/A
2013
Freedom Bank(7)
X Illinois Bank & Trust (2014)
2015 Community Bank & Trust (Sheboygan) X Wisconsin Bank & Trust
2015 Community Bank (Santa Fe) X New Mexico Bank & Trust
2015 First Scottsdale Bank, N.A. X Arizona Bank & Trust
2015 Premier Valley Bank X N/A
2016
Centennial Bank(5)
X
Summit Bank & Trust(5)
2017 Founders Community Bank X Premier Valley Bank
2017 Citywide Banks X
Centennial Bank and Trust(8)
2018 Signature Bank X Minnesota Bank & Trust
2018 First Bank & Trust X N/A
2019 Bank of Blue Valley X
Morrill & Janes Bank and Trust Company(9)
2019 Rockford Bank and Trust Company X Illinois Bank & Trust
(1) The loans of Citizens Finance Co. were sold in the first quarter of 2019.
(2) First Community Bank branches were sold in the second quarter of 2019.
(3) Riverside Community Bank changed its name to Illinois Bank & Trust in 2014.
(4) Cottage Grove State Bank was renamed Wisconsin Community Bank upon acquisition and subsequently changed its name to Wisconsin Bank & Trust.
(5) Summit Bank & Trust changed its name to Centennial Bank and Trust upon the acquisition of Centennial Bank.
(6) Galena State Bank & Trust Co. was merged into Illinois Bank & Trust in 2015.
(7) Two Freedom Bank branches were sold in the second quarter of 2019.
(8) Centennial Bank and Trust changed its name to Citywide Banks upon the acquisition of Citywide Banks.
(9) Morrill & Janes Bank and Trust Company changed its name to Bank of Blue Valley upon the acquisition of Bank of Blue Valley.

Through acquisition and organic growth, our goal is to reach at least $1 billion in assets in each state where Heartland operates. As of December 31, 2019, Dubuque Bank and Trust Company, Illinois Bank & Trust, Wisconsin Bank & Trust, New Mexico Bank & Trust, Citywide Banks, Bank of Blue Valley and First Bank & Trust each have assets over $1 billion.

Due to changes in the competitive landscape and our customers' banking behaviors, we selectively sold, consolidated and closed branches in 2019 and 2018. We also sold the loans of our consumer finance company. These sales, consolidations, and closures resulted in the reduction of twelve bank branches and fourteen consumer finance offices across our footprint. We



anticipate these strategic activities will provide the resources to support our investments in areas that improve our customer experiences and fuel our organic growth. As a result of our ongoing branch optimization, we may complete additional, selective reductions in our branch network in the future.

Primary Business Lines

General
We are engaged in the business of community banking, and operate as a single business segment. Previously, we had operated as two business segments: community banking and retail mortgage banking services. We decided to fully outsource our legacy residential real estate lending business beginning in the fourth quarter of 2018, as more fully described in the section entitled "Residential Real Estate Mortgage Lending," and as a result, the retail mortgage banking services segment was eliminated.

Our Banks provide a wide range of commercial, small business and consumer banking services to businesses, including public sector and non-profit entities, and to individuals. We have a broad customer base and are not dependent upon a single or a few customers. We provide a contemporary menu of traditional and non-traditional service channels including online banking, mobile banking and telephone banking. Our Banks provide a comprehensive suite of banking services comprised of competitively priced deposit and innovative credit offerings, along with treasury management and private client services.

Our bankers actively solicit the business of new companies entering their market areas as well as established companies in their respective business communities. We believe that the Banks are successful in attracting new customers in their markets through professional service, a suite of comprehensive banking products, competitive pricing, innovative credit facilities, convenient locations and proactive communications. Our primary lines of business are described below.

Commercial Banking
Our Banks have a strong commercial loan base generated primarily through business networks and personal relationships in the communities they serve. The current portfolios of the Banks reflect the businesses in those communities and include a wide range of business loans, including lines of credit for working capital and operational purposes and term loans for the acquisition of equipment and real estate. Although most loans are made on a secured basis, loans may be made on an unsecured basis where warranted by the overall financial condition of the borrower. Generally, terms of commercial business loans range from one to five years.

Commercial bankers at the Banks provide a consultative customer-centric approach utilizing the comprehensive suite of banking products and services to deliver tailored solutions to the client in an organized and efficient manner both for the client and the bank. Bankers are trained and experienced in providing consultative solutions to clients to assist them in accomplishing their business strategies and objectives. The suite of banking services used to accompany this approach are developed to be at the highest level in the industry and can be customized to fit the objectives of the client.

Closely integrated with our loan programs is a significant emphasis on treasury management services that enhance our business clients' ability to monitor, accumulate and disburse funds efficiently. Our treasury management has five basic functions:

collection;
disbursement;
management of cash;
information reporting; and
fraud detection and prevention.

Our treasury management services suite includes online banking and bill payment, automated clearing house ("ACH") services, wire transfer, zero balance accounts, transaction reporting, lock box services, remote deposit capture, accounts receivable solutions, commercial purchasing cards, merchant credit card services, investment sweep accounts, reconciliation services, foreign exchange and several fraud prevention services, including check and electronic positive pay, and virus/malware protection service.




Many of the businesses in the communities we serve are small to mid-sized businesses, and commercial lending to small businesses has been, and continues to be, an emphasis for the Banks. The table below shows the certifications granted to the Banks from the United States Small Business Administration ("SBA") and United States Department of Agriculture (the "USDA") Rural Development Business and Industry loan program.
Bank
SBA
Express
Lender
SBA
Preferred
Lender
SBA
Export
Express
USDA
Certified
Lender
Dubuque Bank and Trust Company X
Illinois Bank & Trust X
Wisconsin Bank & Trust X X X
New Mexico Bank & Trust X X X
Arizona Bank & Trust X
Rocky Mountain Bank X X
Citywide Banks X
Minnesota Bank & Trust X
Bank of Blue Valley X X X
Premier Valley Bank X X X
First Bank & Trust X X

Our commercial loans are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. We value the collateral for most of these loans based upon its estimated fair market value and require personal guarantees in most instances. The primary repayment risks of commercial loans are that the cash flow of the borrowers may be unpredictable, and the collateral securing these loans may fluctuate in value.

In order to limit underwriting risk, we are committed to ensuring that all loan personnel are well trained. We use a third-party assessment to assess the credit skills and training needs for our loan personnel, and we have developed specific individualized training. All new lending personnel are expected to complete a similar diagnostic training program. Centralized staff in the credit administration department assists all of the commercial and agricultural lending officers of the Banks in the analysis and underwriting of credit.

In addition to the lending personnel of the Banks reporting to their respective board of directors, we use an internal loan review function to analyze credits of the Banks and provide periodic reports to their boards of directors. To reduce the risk of loss, we have processes to help identify problem loans early, and we aggressively seek resolution of credit problems.

Heartland has a Special Assets group which focuses on resolving problem assets. Commercial or agricultural loans in a default or workout status are assigned to the Special Assets group. Special Assets personnel are also responsible for marketing repossessed properties and meet with representatives from each Bank on a quarterly basis.

Small Business Banking
Heartland's Small Business Lending Center is dedicated to serving the credit needs of small businesses with annual sales generally under $5 million. The Small Business Lending Center is designed to provide quick turnaround on small business customer credit requests on a wide variety of credit products. We believe that small businesses are an underserved market segment and see additional opportunity in serving this market with competitively priced deposit offerings and convenient electronic banking services, as well as wealth management, retirement plan services and brokerage services. The Banks have designated business bankers and banking center managers that serve the distinct banking needs of this customer segment.

Agricultural Loans
Agricultural loans are emphasized by those Banks with operations in and around rural areas, including Dubuque Bank and Trust Company, Rocky Mountain Bank, Wisconsin Bank & Trust's Monroe and Platteville banking centers, New Mexico Bank & Trust’s Clovis banking offices, Bank of Blue Valley's northeast Kansas banking offices, and First Bank & Trust. Agricultural loans constituted approximately 6% of our total loan portfolio at December 31, 2019. Dubuque Bank and Trust Company, Wisconsin Bank & Trust and Bank of Blue Valley are designated as Preferred Lenders by the USDA Farm Service Agency (the "FSA"). In making agricultural loans, we have policies designating a primary lending area for each Bank, in which a majority of its agricultural operating and real estate loans are made. Under this policy, loans in a secondary market area must be secured by real estate.




Agricultural loans, many of which are secured by crops, machinery and real estate, are provided to finance capital improvements and farm operations as well as acquisitions of livestock and machinery. Agricultural loans present unique credit risks relating to adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations. The ultimate repayment of agricultural loans is dependent upon the profitable operation or management of the agricultural entity.

In underwriting agricultural loans, the lending officers of the Banks work closely with their customers to review budgets and cash flow projections for the ensuing crop year. These budgets and cash flow projections are monitored closely during the year and reviewed with the customers at least annually. The Banks also work closely with governmental agencies, including the FSA, to help agricultural customers obtain credit enhancement products such as loan guarantees, interest assistance and crop insurance.

Residential Real Estate Mortgage Lending
Heartland’s residential real estate mortgage lending business experienced low and declining profitability over the past several years, and competitive changes have evolved in the residential real estate lending market, which would have required significant investments in technology and process changes for Heartland to remain competitive in this space. In response, Heartland decided to fully outsource its legacy residential real estate mortgage lending business, which was completed during the fourth quarter of 2018, by entering into arrangements with third parties to offer residential mortgage loans to customers in many of our markets. Additionally, in the second quarter of 2019, Heartland's Dubuque Bank and Trust Company subsidiary sold substantially all of its mortgage servicing rights portfolio. Residential mortgage loans originated after the transition through third parties are not being serviced by us.

With our acquisition in 2018 of First Bank & Trust in Lubbock, Texas, we acquired its wholly owned mortgage subsidiary, PrimeWest Mortgage Corporation. PrimeWest Mortgage Corporation was not included in the outsourcing changes and continues to provide mortgage loans to customers in Texas and has expanded to also serve the mortgage needs of our customers in several of our southwestern markets. PrimeWest Mortgage Corporation continues to service the loans it sells into the secondary market. At December 31, 2019, residential real estate mortgage loans serviced by PrimeWest Mortgage Corporation, primarily for government sponsored entities ("GSE"), totaled $616.7 million.

Retail Banking
A wide variety of retail banking services are delivered through our 115 banking centers. Services include checking, savings, money market accounts, certificates of deposit, individual retirement accounts ("IRAs"), health savings accounts ("HSAs") and consumer credit cards. Brokerage services, including fixed rate annuity products are also provided in many locations. Consumer lending services of the Banks include a broad array of consumer loans, including motor vehicle, home improvement, home equity lines of credit ("HELOC"), fixed rate home equity and personal lines of credit.

Our Banks continue to enhance our retail customers' banking experience through the addition of secure electronic banking options including on-line account opening and mobile banking. Our retail customers receive high-touch service in our banking center locations and further enjoy the convenience of on-line bill pay, mobile deposit, and 24-hour access to account detail. As technology advances, we are committed to offering our customers the convenience of online and mobile delivery channels with the security they expect.

Private Client Services
In most markets where the Banks operate, trust and investment services are offered to customers in the community. In the Heartland markets that do not yet warrant a full trust department, the sales and administration of trust and investment services is performed by Dubuque Bank and Trust Company personnel. As of December 31, 2019, total trust assets under management were $3.03 billion. Collectively, the Banks provide a full complement of trust, investment and financial planning services for individuals and corporations. Heartland also specializes in Retirement Plan Services, offering business clients customized 401(k), 403(b) and Profit Sharing plans.

Heartland has contracted with LPL Financial Institution Services, a division of LPL Financial, to operate independent securities brokerage offices at the majority of the Banks. Through LPL Financial, Heartland offers a full array of investment services including mutual funds, annuities, retirement products, education savings products, brokerage services, employer sponsored plans and insurance products. A complete line of vehicle, property and casualty, life and disability insurance is also offered by Heartland through DB&T Insurance, Inc. and Heartland Financial USA, Inc. Insurance Services.




B.      MARKET AREAS

Heartland is a geographically diversified company with a Midwestern and Western franchise, which balances the risk of regional economic fluctuations. In general, we view our Midwest markets as stable with slower growth prospects and the West as offering greater opportunities for growth accompanied by the potential of wider economic swings. We strive to balance the growth in our Western markets with the stability of our Midwestern markets. The following table sets forth certain information about the offices and total deposits of each of the Banks as of December 31, 2019, (dollars in thousands):
Charter
State
Bank
Name
Banking
Locations
Market
Areas
Served
Total
Bank
Deposits
IA Dubuque Bank and Trust Company 6 Dubuque MSA $ 1,290,756   
IL Illinois Bank & Trust 2 Galena $ 1,167,905   
2 Jo Daviess County
6 Rockford MSA
WI Wisconsin Bank & Trust 3 Madison MSA $ 941,109   
1 Green Bay MSA
5 Sheboygan MSA
2 Milwaukee County
2 Grant County
1 Green County
NM New Mexico Bank & Trust 9 Albuquerque MSA $ 1,565,070   
2 Santa Fe MSA
3 Clovis MSA
2 Rio Arriba County
1 Los Alamos County
AZ Arizona Bank & Trust 6 Phoenix MSA $ 693,975   
MT Rocky Mountain Bank 2 Billings MSA $ 468,314   
2 Flathead County
1 Gallatin County
1 Ravalli County
1 Jefferson County
1 Sanders County
1 Sheridan County




Charter
State
Bank
Name
Banking
Locations
Market
Areas
Served
Total
Bank
Deposits
CO Citywide Banks 11 Denver MSA $ 1,829,217   
4 Jefferson County
2 Arapahoe County
2 Boulder County
1 Eagle County
1 Grand County
1 Clear Creek County
1 Summit County
MN Minnesota Bank & Trust 2 Minneapolis/St. Paul MSA $ 574,369   
KS Bank of Blue Valley 8 Kansas City MSA $ 1,016,743   
1 Nemaha County
2 Brown County
1 Atchison County
CA Premier Valley Bank 1 Fresno MSA $ 707,814   
1 Madera County
1 Mariposa County
4 San Luis Obispo County
1 Tuolumne County
TX First Bank & Trust 4 Lubbock, TX MSA $ 893,419   
2 Lynn County
1 Mitchell County
1 Scurry County

C.  COMPETITION

We face direct competition for deposits, loans and other financial related services. To compete effectively, develop our market share, maintain flexibility and keep pace with changing consumer preferences, business and economic conditions, we continuously refine and develop our banking products and services. We have found the principal methods of competing in the financial services industry are through personal service, product selection, convenience and technology.

The market areas of the Banks are highly competitive, and our competitors are comprised of other commercial banks, credit unions, thrifts, stock brokers, mutual fund companies, mortgage companies and loan production offices, insurance companies and on-line providers and other non-bank financial service companies. Some of these competitors are local, while others are regional, national or global.

Under the Gramm-Leach-Bliley Act, effective in 2000, securities firms and insurance companies that elect to become financial holding companies may acquire banks and other financial institutions. As a result of the enactment of the Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") in 2010, substantial changes to the regulation of bank holding companies and their subsidiaries have occurred, significantly changing the regulatory environment in which we operate. The Dodd-Frank Act originally mandated certain enhanced prudential standards for bank holding companies with greater than $50 billion in total consolidated assets as well as company-run stress tests for firms with greater than $10 billion in assets. On May 24, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the "Economic Growth Act") was signed into law. The Economic Growth Act exempted bank holding companies under $100 billion in assets from these requirements immediately upon enactment. This change shifts the increased costs of these requirements to bank holding companies with assets of $100 billion or more, removing a deterrent to merger and acquisition activity by institutions that were approaching $50 billion in assets.

The financial services industry is also likely to face heightened competition as technological advances enable more companies to provide financial services. These technological advances may diminish the importance of depository institutions and other financial intermediaries in the transfer of funds between parties.




We believe we are positioned to compete for loans effectively through the array and quality of the credit services we provide, and the high-touch, customer-centric way in which we provide them. We invest in building long-lasting customer relationships, and our strategy is to serve our customers above and beyond their expectations through excellence in customer service and providing banking solutions that are tailored to our customers’ needs. We believe that our long-standing presence and commitment to the communities we serve and the personal service we emphasize enhance our ability to compete favorably in attracting and retaining consumer and business customers. We continue to attract deposit-oriented customers by offering personal attention, combined with contemporary electronic banking convenience, professional service and competitive interest rates. The breadth of our product suite, coupled with our superior customer service, allows us to compete favorably with our larger competitors.

D. EMPLOYEES

At December 31, 2019, Heartland employed 1,908 full-time equivalent employees, none of whom are covered by a collective bargaining agreement.

E.  SUPERVISION AND REGULATION

General
Financial institutions, their holding companies, and their affiliates are extensively regulated under federal and state law. As a result, the growth and earnings performance of Heartland may be affected not only by management decisions and general economic conditions, but also by the requirements of federal and state statutes and by the regulations and policies of various bank regulatory authorities. Both the scope of the laws and regulations and the intensity of the supervision to which Heartland is subject have increased in recent years because of the increase in Heartland's asset size and the industry response to the financial crisis, as well as other factors such as technological and market changes. Regulatory enforcement and fines have also increased across the banking and financial services sector. Many of these changes have occurred as a result of the Dodd-Frank Act and its implementing regulations. While the regulatory environment has entered a period of rebalancing of the post financial crisis framework, notably with the passage of the Economic Growth Act, Heartland expects that its business will remain subject to extensive regulation and supervision.

As a bank holding company with subsidiary banks chartered under the laws of eleven different states, Heartland is regulated by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Each of the Banks is regulated by the FDIC as its principal federal regulator and one of the following as its state regulator: the Arizona State Banking Department (the "Arizona Department"); the California Department of Business Oversight, Division of Financial Institutions (the "California Division"); the Colorado Department of Regulatory Agencies, Division of Banking (the "Colorado Division"); the Illinois Department of Financial and Professional Regulation (the "Illinois DFPR"); the Iowa Superintendent of Banking (the "Iowa Superintendent"); the State Bank Commissioner of Kansas Division of Banking (the "Kansas Division"); the Minnesota Department of Commerce: Division of Financial Institutions (the "Minnesota Division"); the Montana Division of Banking and Financial Institutions (the "Montana Division"); the New Mexico Financial Institutions Division (the "New Mexico FID"); the Texas Department of Banking (the "Texas Division"); and the Division of Banking of the Wisconsin Department of Financial Institutions (the "Wisconsin DFI").

Federal and state laws and regulations generally applicable to financial institutions regulate, among other things, the scope of business, the kinds and amounts of investments, reserve requirements, capital levels, the establishment of branches, mergers and consolidations and the payment of dividends. This system of supervision and regulation establishes a comprehensive framework for the respective operations of Heartland and its subsidiaries and is intended primarily for the protection of the FDIC-insured deposits and depositors, consumers, the stability of the financial system in the United States, and the health of the national economy, rather than stockholders.

Federal and state banking regulators regularly examine Heartland and its subsidiaries to evaluate their financial condition and monitor their compliance with laws and regulatory policies. Following those exams, Heartland and the Banks are assigned supervisory ratings. These ratings are considered confidential supervisory information and disclosure to third parties is not allowed without permission of the issuing regulator. Violations of laws and regulations or deemed deficiencies in risk management practices may be incorporated into these supervisory ratings. A downgrade in these ratings could limit Heartland’s ability to pursue acquisitions or conduct other expansionary activities for a period of time, require new or additional regulatory approvals before engaging in certain other business activities or investments, affect a subsidiary bank’s deposit insurance assessment rate, and impose additional recordkeeping and corporate governance requirements, as well as generally increase regulatory scrutiny of Heartland.




Banking and other financial services statutes, regulations and policies are continually under review by Congress, state legislatures and federal and state regulatory agencies. In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance applicable to Heartland and its subsidiaries. Any change in the statutes, regulations or regulatory policies including changes in their interpretation or implementation, may have a material effect on the business of Heartland and its subsidiaries.

This section summarizes material elements of the regulatory framework that applies to Heartland and its subsidiaries. It does not describe all of the applicable statutes, regulations and regulatory policies that apply, nor does it disclose all of the requirements of the statutes, regulations and regulatory policies requirements that are described.

Economic Growth, Regulatory Relief and Consumer Protection Act

On May 24, 2018, the Economic Growth Act was signed into law, easing various regulatory requirements and reducing the cost of complying with the original Dodd-Frank Act.

Among other regulatory changes, the Economic Growth Act amends various sections of the Dodd-Frank Act, providing relief from Dodd-Frank’s enhanced prudential standards and regulatory and company-run stress tests. The Dodd-Frank Act originally mandated certain enhanced prudential standards for bank holding companies with greater than $50 billion in total consolidated assets as well as company-run stress tests for firms with greater than $10 billion in assets. As a result of the Economic Growth Act, bank holding companies with less than $100 billion in assets are no longer required to comply with Dodd-Frank requirements related to resolution planning, liquidity risk management, internal liquidity stress testing, the liquidity coverage ratio, debt-to-equity limits, and capital planning.
In addition, the Economic Growth Act increased the threshold for requiring a dedicated board risk committee from $10 billion in total consolidated assets (established under the Dodd-Frank Act) to $50 billion in total consolidated assets.
The Economic Growth Act amends the Volcker Rule by narrowing the definition of "banking entity" and revising the statutory provisions related to the naming of covered funds.
The Economic Growth Act provides that a depository institution must only assign a heightened risk weight to High Volatility Commercial Real Estate exposures as defined in the Economic Growth Act.
The Economic Growth Act also provides an exemption to the appraisal requirements for certain transactions with values of less than $400,000 involving real property or an interest in real property that is located in a rural area, as defined in the Economic Growth Act.

Most of the changes required by the Economic Growth Act applicable to bank holding companies with less than $100 billion in assets were effective upon adoption or have been effectively implemented by interim rules and regulatory policy statements. Furthermore, as required by the Economic Growth Act, in November 2019, the Federal Reserve and FDIC adopted rules further tailoring their supervision and regulation of large bank holding companies with more than $100 billion in assets.

The federal banking agencies indicated through interagency guidance that the capital planning and risk management practices of institutions with total assets less than $100 billion would continue to be reviewed through the regular supervisory process, which may offset the impact of the relief from stress testing and risk management requirements provided by the Economic Growth Act.

Regulation of Heartland

General
Heartland, as the sole shareholder of Dubuque Bank and Trust Company, New Mexico Bank & Trust, Rocky Mountain Bank, Wisconsin Bank & Trust, Illinois Bank & Trust, Arizona Bank & Trust, Citywide Banks, Minnesota Bank & Trust, Bank of Blue Valley, Premier Valley Bank and First Bank & Trust, is a bank holding company. As a bank holding company, Heartland is registered with, and is subject to regulation, supervision and examination by, the Federal Reserve under the BHCA. In accordance with Federal Reserve policy, Heartland is expected to act as a source of financial and managerial strength to the Banks and to commit resources to support the Banks in circumstances where Heartland might not otherwise do so. In addition, under the Dodd-Frank Act, the FDIC has backup enforcement authority over a depository institution holding company, such as Heartland, if the conduct or threatened conduct of the holding company poses a risk to the Deposit Insurance Fund, although such authority may not be used if the holding company is in sound condition and does not pose a foreseeable and material risk to the insurance fund.




Under the BHCA, Heartland is subject to examination by the Federal Reserve. Supervision and examinations are confidential, and the outcomes of these actions will not be made public. Heartland is also required to file with the Federal Reserve periodic reports of Heartland's operations and such additional information regarding Heartland and its subsidiaries as the Federal Reserve may require.

Acquisitions, Activities and Change in Control
The primary purpose of a bank holding company is to control and manage banks. The BHCA generally requires the prior approval of the Federal Reserve for any merger involving a bank holding company or any acquisition by a bank holding company. Subject to certain conditions (including certain deposit concentration limits established by the BHCA), the Federal Reserve may allow a bank holding company to acquire banks located in any state of the United States. In approving interstate acquisitions, the Federal Reserve is required to give effect to applicable state law limitations on the aggregate amount of deposits that may be held by the acquiring bank holding company and its insured depository institution affiliates in the state in which the target bank is located (provided that those limits do not discriminate against out-of-state depository institutions or their holding companies).

The BHCA generally prohibits Heartland from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank and from engaging in any business other than that of banking, managing and controlling banks, or furnishing services to banks and their subsidiaries. This general prohibition is subject to a number of exceptions. The principal exception allows bank holding companies to engage in, and to own shares of companies engaged in, certain businesses found by the Federal Reserve to be "so closely related to banking ... as to be a proper incident thereto." This authority permits bank holding companies, such as Heartland, to engage in a variety of banking-related businesses, including consumer finance, equipment leasing, mortgage banking, brokerage and the operation of a computer service bureau (which may engage in software development). Under the Dodd-Frank Act, however, any non-bank subsidiary would be subject to regulation no less stringent than the regulation applicable to the lead bank of the bank holding company. The BHCA generally does not place territorial restrictions on the domestic activities of non-bank subsidiaries of bank holding companies.

Additionally, bank holding companies that meet certain eligibility requirements prescribed by the BHCA may elect to operate as financial holding companies which may engage in, or own shares in companies engaged in, a wider range of nonbanking activities. As of the date of this Annual Report on Form 10-K, Heartland has not applied for approval to operate as a financial holding company.

Federal law also prohibits any person or persons acting in concert from acquiring "control" of an FDIC-insured institution or its holding company without prior notice to the appropriate federal bank regulator or any other company from acquiring "control" without Federal Reserve approval to become a bank holding company. "Control" is conclusively presumed to exist upon the acquisition of 25% or more of the outstanding voting securities of a bank or bank holding company, but may exist at 10% ownership levels for public companies, such as Heartland, and under certain other circumstances. Each of the Banks is generally subject to similar restrictions on changes in control under the law of the state granting its charter.

Capital Requirements
Bank holding companies and their subsidiary financial institutions are required to maintain minimum levels of capital in accordance with Federal Reserve and FDIC regulations. These requirements include quantitative measures that assign risk weightings to assets and off-balance sheet items and define and set minimum regulatory capital ratios. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by the federal banking regulators that, if undertaken, could have a material adverse effect on the financial condition and results of operations of a bank holding company and its subsidiaries. Federal banking regulators are required by law to take prompt action when institutions are viewed as engaging in unsafe or unsound practices or do not meet certain minimum capital requirements. In addition to other potential actions, failure to meet regulatory capital requirements would result in limitations on capital distributions as well as executive bonuses. The Federal Reserve, FDIC and applicable state banking regulators may determine that a banking organization, based on its size, complexity or risk profile, must maintain a higher level of capital in order to operate in a safe and sound manner. In addition, if a bank holding company is not well-capitalized, it will have difficulty engaging in acquisition transactions.

The regulations of the Federal Reserve and the FDIC as the primary regulator of state banks, separate capital into three components, Common Equity Tier 1 capital, Tier 1 or "Core" capital and Tier 2 or "Supplementary" capital, and test these capital components based on their ratio to assets and to "risk weighted assets." Common Equity Tier 1 capital consists of common stockholders' equity. Tier 1 capital generally consists of (a) common stockholders' equity, qualifying noncumulative preferred stock, and to the extent they do not exceed 25% of total Tier 1 capital, qualifying cumulative perpetual preferred stock and, for some institutions, trust preferred securities, and (b) among other things, goodwill and specified intangible assets, credit enhancing strips and investments in unconsolidated subsidiaries. Tier 2 capital includes, to the extent not in excess of Tier 1



capital, the allowance for loan losses, other qualifying perpetual preferred stock, certain hybrid capital instruments, qualifying term subordinated debt and certain trust preferred securities not otherwise included in Tier 1 capital. Risk weighted assets include the sum of specific assets of an institution multiplied by risk weightings for each asset class.

Under Basel III, the Federal Reserve's capital guidelines applicable to bank holding companies, like the regulations applicable to subsidiary banks, require holding companies to comply with a leverage requirement consisting of a minimum ratio of Tier 1 capital to total assets (the "Leverage Ratio") of 4.0%. The Basel III capital standard also requires a capital conservation buffer designed to absorb losses during periods of economic stress and composed entirely of common equity Tier 1 capital. Basel III requires a capital conservation buffer of 2.5% on top of the minimum risk-weighted asset ratios, resulting in three minimum risk-based capital ratios: (i) a Common Equity Tier 1 capital to risk-weighted assets ratio ("Common Equity Tier 1 Capital Ratio") of 7.0%; (ii) a Tier 1 capital to total risk-weighted assets ratio (the "Tier1 Capital Ratio") of 8.5% and (iii) a total capital to total risk-weighted assets ratio (the "Total Capital Ratio") of 10.5%. The Basel III Rules generally require that Common Equity Tier 1 capital include the effects of other comprehensive income adjustments, such as gains and losses on securities held to maturity, but allow institutions, such as Heartland, to make a one-time election not to include those effects. Heartland and its Banks elected not to include the effects of other comprehensive income in Common Equity Tier 1 capital.

If an institution grows beyond $15 billion in assets as a result of mergers or acquisitions, it loses its ability to include trust preferred securities in Tier 1 capital. Previously issued trust preferred securities are excluded from Tier 1 capital but remain included in Tier 2 capital. Heartland had $13.21 billion of assets as of December 31, 2019, and classified $145.2 million of trust preferred securities as Tier 1 capital. On February 11, 2020, Heartland announced the planned acquisition of AIM Bancshares, Inc., which had $1.78 billion in assets as of December 31, 2019. With the completion of this pending acquisition, Heartland is expected to exceed $15.0 billion in assets, and Heartland will no longer be able to include its trust preferred securities as Tier 1 capital. However, Heartland expects to remain well-capitalized under all regulatory capital ratio requirements after its assets exceed $15.0 billion.

Further, federal law and regulations provide various incentives for financial institutions to maintain regulatory capital at levels in excess of minimum regulatory requirements. For example, a financial institution generally must be "well-capitalized" to engage in acquisitions, and well-capitalized institutions may qualify for exemptions from prior notice or application requirements otherwise applicable to certain types of activities and may qualify for expedited processing of other required notices or applications. Additionally, one of the criteria that determines a bank holding company's eligibility to operate as a financial holding company is a requirement that both the holding company and all of its financial institution subsidiaries be "well-capitalized." In order to be "well-capitalized" a financial institution must maintain a Leverage Ratio of 5.0% or greater, a Common Equity Tier 1 Capital Ratio of 6.5% or greater, a Tier 1 Capital Ratio of 8.0% or greater, and a Total Capital Ratio of 10.0% or greater. As of December 31, 2019, Heartland had regulatory capital in excess of the Federal Reserve requirements for well-capitalized bank holding companies

In December 2018, the United States federal banking agencies finalized standards that permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact as of January 1, 2020, of the new current expected credit loss accounting standard on retained earnings over a period of three years. For further discussion of the new current expected credit loss accounting standard, see Note 1 of the consolidated financial statements.

Stress Testing  
The Dodd-Frank Act requires certain institutions to conduct an annual "stress test" of capital and consolidated earnings and losses under a base case and two severely adverse stress scenarios. The Economic Growth Act raised the asset threshold for stress testing from $10 billion in average total consolidated assets to $100 billion for bank holding companies. As a result Heartland, as well as its Banks, are no longer subject to stress test regulations or any requirement to publish the results of stress testing. Despite elimination of this requirement, Heartland plans to continue to perform certain stress tests internally and incorporate the economic models and information developed through its stress testing program into its risk management and business planning activities.

Dividend Payments
Heartland's ability to pay dividends to its stockholders may be affected by both general corporate law consideration, minimum regulatory capital requirements and policies of the Federal Reserve applicable to bank holding companies. As a Delaware corporation, Heartland is subject to the limitations of the Delaware General Corporation Law (the "DGCL"), which allows Heartland to pay dividends only out of its surplus (as defined and computed in accordance with the provisions of the DGCL) or, if Heartland has no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. In addition, policies of the Federal Reserve suggest that a bank holding company should not pay cash dividends unless its net income available to common stockholders over the past year has been sufficient to fully fund the dividends and



the prospective rate of earnings retention appears consistent with its capital needs, asset quality, and overall financial condition. The Federal Reserve also possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.

Regulation of the Banks

General
All of the Banks are state chartered, non-member banks, which means that they are all formed under state law and are not members of the Federal Reserve System. As a result, each Bank is subject to direct regulation by the banking authorities in the state in which it was chartered, as well as by the FDIC as its primary federal regulator.

Dubuque Bank and Trust Company is an Iowa-chartered bank. As an Iowa-chartered bank, Dubuque Bank and Trust Company is subject to the examination, supervision, reporting and enforcement requirements of the Iowa Superintendent, the chartering authority for Iowa banks.

Illinois Bank & Trust is an Illinois-chartered bank. As an Illinois-chartered bank, Illinois Bank & Trust is subject to the examination, supervision, reporting and enforcement requirements of the Illinois DFPR, the chartering authority for Illinois banks.

Wisconsin Bank & Trust is a Wisconsin-chartered bank. As a Wisconsin-chartered bank, Wisconsin Bank & Trust is subject to the examination, supervision, reporting and enforcement requirements of the Wisconsin DFI, the chartering authority for Wisconsin banks.

New Mexico Bank & Trust is a New Mexico-chartered bank. As a New Mexico-chartered bank, New Mexico Bank & Trust is subject to the examination, supervision, reporting and enforcement requirements of the New Mexico FID, the chartering authority for New Mexico banks.

Arizona Bank & Trust is an Arizona-chartered bank. As an Arizona-chartered bank, Arizona Bank & Trust is subject to the examination, supervision, reporting and enforcement requirements of the Arizona Department, the chartering authority for Arizona banks.

Rocky Mountain Bank is a Montana-chartered bank. As a Montana-chartered bank, Rocky Mountain Bank is subject to the examination, supervision, reporting and enforcement requirements of the Montana Division, the chartering authority for Montana banks.

Citywide Banks is a Colorado-chartered bank. As a Colorado-chartered bank, Citywide Banks is subject to the examination, supervision, reporting and enforcement requirements of the Colorado Division, the chartering authority for Colorado banks.

Minnesota Bank & Trust is a Minnesota-chartered bank. As a Minnesota-chartered bank, Minnesota Bank & Trust is subject to the examination, supervision, reporting and enforcement requirements of the Minnesota Division, the chartering authority for Minnesota banks.

Bank of Blue Valley is a Kansas-chartered bank. As a Kansas-chartered bank, Bank of Blue Valley is subject to the examination, supervision, reporting and enforcement requirements of the Kansas Division, the chartering authority for Kansas banks.

Premier Valley Bank is a California-chartered bank. As a California-chartered bank, Premier Valley Bank is subject to the examination, supervision, reporting and enforcement requirements of the California Division, the chartering authority for California banks.

First Bank & Trust is a Texas-chartered bank. As a Texas-chartered bank, First Bank & Trust is subject to the examination, supervision, reporting and enforcement requirements of the Texas Division, the chartering authority for Texas banks.

Deposit Insurance
The FDIC is an independent federal agency that insures the deposits, up to $250,000 per depositor, of federally insured banks and savings institutions and safeguards the safety and soundness of the commercial banking and thrift industries.




As FDIC-insured institutions, the Banks are required to pay deposit insurance premium assessments to the FDIC using a risk-based assessment system based upon average total consolidated assets minus tangible equity of the insured bank.

The Dodd-Frank Act directed that the minimum deposit insurance fund reserve ratio would increase from 1.15% to 1.35% by September 30, 2020, and that the cost of the increase be borne by depository institutions with assets of $10 billion or more. This requirement was met effective September 30, 2018, at which time the FDIC's reserve ratio exceeded 1.35%.

The Dodd-Frank Act also provides the FDIC with discretion to determine whether to pay rebates to insured depository institutions when its deposit insurance reserves exceed certain thresholds. Previously, the FDIC was required to give rebates to depository institutions equal to the excess once the reserve ratio exceeded 1.50%, and was required to rebate 50% of the excess over 1.35% but not more than 1.50% of insured deposits. In July 2016, the FDIC implemented rules for the reserve ratio requirements of the Dodd-Frank Act. Under the rules, banks with assets of less than $10 billion will receive assessment credits for the portion of their assessments that contribute to the increase in the reserve ratio from 1.15% to 1.35%. The FDIC will apply the credits each quarter that the bank's reserve ratio is at or above 1.38% to offset the regular deposit insurance assessments. The Banks had credits applied to their FDIC insurance assessments starting in the second half of 2019, and at December 31, 2019, the Banks had $1.2 million of credits remaining that will be applied to their FDIC insurance assessments in future periods.

In addition, all institutions with deposits insured by the FDIC were required to pay assessments to fund interest payments on bonds issued by the Financing Corporation ("FICO"), an agency of the federal government established to recapitalize the predecessor to the Savings Association Insurance Fund. The assessment rate for the first quarter of 2019 was 0.0140% of total assets. The assessment rate for the second quarter of 2019 was 0.0120% of total assets and was the final assessment payable as all outstanding FICO bonds were then retired.

Supervisory Assessments
Each of the Banks is required to pay supervisory assessments to its respective state banking regulator to fund the operations of that agency. In general, the amount of the assessment is calculated on the basis of each institution's total assets. During 2019, the Banks paid supervisory assessments totaling $1.2 million.

Capital Requirements
Like Heartland, under current federal regulations, each Bank is required to maintain the minimum Leverage Ratio, Common Equity Tier 1 Capital Ratio, Tier 1 Capital Ratio and Total Capital Ratio described under the caption "Heartland-Capital Requirements" above. The capital requirements described above are minimum requirements and higher capital levels may be required if warranted by the particular circumstances or risk profiles of individual institutions. For example, federal regulators may require additional capital to take adequate account of, among other things, interest rate risk or the risks posed by concentrations of credit, nontraditional activities or securities trading activities.

Federal law also provides the federal banking regulators with broad power to take prompt corrective action to resolve the problems of undercapitalized institutions. The extent of the regulators' powers depends on whether the institution in question is "adequately capitalized," "undercapitalized," "significantly undercapitalized" or "critically undercapitalized," in each case as defined by regulation. Depending upon the capital category to which an institution is assigned, the regulators' corrective powers include: (i) requiring the institution to submit a capital restoration plan; (ii) limiting the institution's asset growth and restricting its activities; (iii) requiring the institution to issue additional capital stock (including additional voting stock) or to be acquired; (iv) restricting transactions between the institution and its affiliates; (v) restricting the interest rate the institution may pay on deposits; (vi) ordering a new election of directors of the institution; (vii) requiring that senior executive officers or directors be dismissed; (viii) prohibiting the institution from accepting deposits from correspondent banks; (ix) requiring the institution to divest certain subsidiaries; (x) prohibiting the payment of principal or interest on subordinated debt; and (xi) ultimately, appointing a receiver for the institution.

As of December 31, 2019: (i) none of the Banks was subject to a directive from its primary federal regulator to increase its capital; (ii) each of the Banks exceeded its minimum regulatory capital requirements under applicable capital adequacy guidelines; (iii) each of the Banks was "well-capitalized," as defined by applicable regulations; and (iv) none of the Banks were subject to a directive to maintain capital higher than the regulatory capital requirements, as discussed below under the caption "Safety and Soundness Standards."

Liability of Commonly Controlled Institutions
Under federal law, institutions insured by the FDIC may be liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with the default of commonly controlled FDIC-insured depository institutions or any



assistance provided by the FDIC to commonly controlled FDIC-insured depository institutions in danger of default. Because Heartland controls each of the Banks, the Banks are commonly controlled for purposes of these provisions of federal law.

Anti-Money Laundering
The Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "PATRIOT Act") and other related federal laws and regulations require financial institutions, including the Banks, to implement policies and procedures relating to anti-money laundering, customer identification and due diligence requirements and the reporting of certain types of transactions and suspicious activity. In May 2016, the Financial Crimes Enforcement Network published a final rule that requires financial institutions to develop policies, procedures and practices to prevent and deter money laundering. The program must be a written board-approved program that is reasonably designed to identify and verify the identities of beneficial owners of legal entity customers at the time a new account is opened. The program must, at a minimum (1) provide for a system of internal controls to assure ongoing compliance; (2) designate a compliance officer; (3) establish an ongoing employee training program; and (4) implement an independent audit function to test programs. Financial institutions were required to comply with the new rule beginning May 11, 2018. This rule has increased compliance costs for the Banks.

Dividend Payments
The primary source of funds for Heartland is dividends from the Banks. In general, the Banks may only pay dividends either out of their historical net income after any required transfers to surplus or reserves have been made or out of their retained earnings.

The payment of dividends by any financial institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from paying any dividends if, following payment thereof, the institution would be undercapitalized. As described above, each of the Banks exceeded its minimum capital requirements under applicable guidelines as of December 31, 2019.

As of December 31, 2019, approximately $331.5 million was available in retained earnings at the Banks for payment of dividends to Heartland under the regulatory capital requirements to remain well-capitalized. Notwithstanding the availability of funds for dividends, however, the FDIC and state regulators may reduce or prohibit the payment of dividends by the Banks.

Transactions with Affiliates
The Federal Reserve regulates transactions among Heartland and its subsidiaries. Generally, the Federal Reserve Act and Regulation W, as amended by the Dodd-Frank Act, limit lending and certain other "covered transactions" as well as other transactions between the Banks and their affiliates, including Heartland and its subsidiaries and for the primary purpose of protecting the interests of the Banks. The aggregate amount of "covered transactions" a Bank may enter into with an affiliate may not exceed 10% of the capital stock and surplus of the Bank. The aggregate amount of "covered transactions" with all affiliates may not exceed 20% of the capital stock and surplus of the Bank.

"Covered transactions" between each Bank and its affiliates are also subject to collateralization requirements and must be conducted on arm’s length terms. "Covered transactions" include (a) a loan or extension of credit by a Bank, including derivative contracts, (b) a purchase of securities issued to a Bank, (c) a purchase of assets by a Bank unless otherwise exempted by the Federal Reserve, (d) acceptance of securities issued by an affiliate to the Bank as collateral for a loan, and (e) the issuance of a guarantee, acceptance or letter of credit by a Bank on behalf of an affiliate.

While the quantitative limits and collateral requirement described above are generally not applicable to transactions between Banks, all affiliate transactions, including those between Banks, are subject to safety and soundness requirements, prohibitions on the purchase of low-quality assets, and certain other requirements and most affiliate transactions are required to be on market terms and conditions at least as favorable to the Bank as comparable transactions with non-affiliates.

Insider Transactions
The Banks are subject to certain restrictions imposed by federal law on extensions of credit to Heartland and its subsidiaries, on investments in the stock or other securities of Heartland and its subsidiaries and the acceptance of the stock or other securities of Heartland or its subsidiaries as collateral for loans made by the Banks. Certain limitations and reporting requirements are also placed on extensions of credit by each of the Banks to its directors and officers, to directors and officers of Heartland and its subsidiaries, to principal stockholders of Heartland and to "related interests" of such directors, officers and principal stockholders. In addition, federal law and regulations may affect the terms upon which any person who is a director or officer of Heartland or any of its subsidiaries or a principal stockholder of Heartland may obtain credit from banks with which the Banks maintain correspondent relationships.




Safety and Soundness Standards
The federal banking agencies have adopted guidelines that establish operational and managerial standards to promote the safety and soundness of federally insured depository institutions. The guidelines set forth standards for internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, vendor and model risk management, asset quality and earnings. In general, the safety and soundness guidelines prescribe the goals to be achieved in each area, and each institution is responsible for establishing its own procedures to achieve those goals. If an institution fails to comply with any of the standards set forth in the guidelines, the institution's primary federal regulator may require the institution to submit a plan for achieving and maintaining compliance. If an institution fails to submit an acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by its primary federal regulator, the regulator is required to issue an order directing the institution to cure the deficiency. Until the deficiency cited in the regulator's order is cured, the regulator may restrict the institution's rate of growth, require the institution to increase its capital, restrict the rates the institution pays on deposits or require the institution to take any action the regulator deems appropriate under the circumstances. Noncompliance with the standards established by the safety and soundness guidelines may also constitute grounds for other enforcement action by the federal banking regulators, including cease and desist orders and civil money penalty assessments.

In June 2016, the Federal Reserve Board issued supervisory guidance for assessing risk management for supervised institutions with total consolidated assets of less than $50 billion ("SR 16-11"). This guidance provides four key areas to evaluate in assessing a risk management system: board and senior management oversight of risk management; policies, procedures and limits; risk monitoring and management information systems and internal controls. In August 2017, the Federal Reserve Board issued proposed guidance addressing supervisory expectations of boards of directors that includes a proposal to further revise and align the supervisory expectations of boards of directors in areas beyond risk management with the board expectations set forth in SR 16-11.

Branching Authority
Each of the Banks has the authority, pursuant to the laws under which it is chartered, to establish branches anywhere in the state in which its main office is located, subject to the receipt of all required regulatory approvals.

Federal law permits state and national banks to merge with banks in other states subject to: (i) regulatory approval; (ii) federal and state deposit concentration limits; and (iii) state law limitations requiring the merging bank to have been in existence for a minimum period of time (not to exceed five years) prior to the merger.

State Bank Investments and Activities
Each of the Banks generally is permitted to make investments and engage in activities directly or through subsidiaries as authorized by the laws of the state under which it is chartered. However, under federal law and FDIC regulations, FDIC-insured state banks are prohibited, subject to certain exceptions, from making or retaining equity investments of a type, or in an amount, that are not permissible for a national bank. Federal law and FDIC regulations also prohibit FDIC-insured state banks and their subsidiaries, subject to certain exceptions, from engaging as principal in any activity that is not permitted for a national bank, unless the bank meets, and continues to meet, its minimum regulatory capital requirements and the FDIC determines the activity would not pose a significant risk to the deposit insurance fund of which the bank is a member.

Incentive Compensation Policies and Restrictions
In July 2010, the federal banking agencies issued guidance that applies to all banking organizations supervised by the agencies. Pursuant to the guidance, to be consistent with safety and soundness principles, Heartland's incentive compensation arrangements should: (1) appropriately balance risk and financial reward; (2) be compatible with effective controls and risk management; and (3) be supported by strong corporate governance, including active and effective oversight by Heartland's board of directors.

In addition, in March 2011, the federal banking agencies, along with the Federal Housing Finance Agency, and the Securities and Exchange Commission, released a proposed rule intended to ensure that regulated financial institutions design their incentive compensation arrangements to account for risk. In May 2016, financial regulators proposed a rule replacing the 2011 proposed rule. While the proposed 2011 proposed rule was principles-based, the new proposed rule is prescriptive in nature and is intended to prohibit incentive-based compensation arrangements that could encourage inappropriate risk taking by providing excessive compensation or could lead to material financial loss. The new proposed rule would require financial institutions to consider compensation arrangements for "senior executive officers" and "significant risk takers" against several factors, and would require that such arrangements contain both financial and non-financial measures of performance. Until a final rule is issued, it is not clear whether and how this rule will ultimately impact the Banks.




The Volcker Rule and Proprietary Trading
In December 2013, federal banking regulators jointly issued a final rule to implement Section 13 of the BHCA (adopted as part 619 of the Dodd-Frank Act), which prohibits banking entities (including Heartland and the Banks) from engaging in proprietary trading of securities, derivatives and certain other financial instruments for the entity's own account; prohibits certain interests in, or relationships with, a hedge fund or private equity fund; and requires the implementation of related compliance programs, commonly referred to as the "Volcker Rule." On January 1, 2020, a revised rule was adopted that will be effective January 1, 2021, subject to voluntary compliance prior to that time. Under this revised rule, banks that do not have significant trading activities will have simplified and streamlined compliance requirements, while banks with significant trading activity will have more stringent compliance requirements. The revised rule continues to prohibit proprietary trading, while providing greater clarity and certainty for activities allowed under the law. Heartland did not engage in any significant amount of proprietary trading, as defined in the Volcker Rule, and the impact of the Volcker Rule on Heartland's business activities and investment portfolio was minimal. Heartland has reviewed its investment portfolio to determine if any investments meet the Volcker Rule's definition of covered funds. Based on the review, Heartland determined that the impact related to investments considered to be covered funds did not have a significant effect on its financial condition or results of operations.

Community Reinvestment Act Requirements
The Community Reinvestment Act ("CRA") imposes a continuing and affirmative obligation on each of the Banks to help meet the credit needs of their respective communities, including low- and moderate-income neighborhoods, in a safe and sound manner. The FDIC and the respective state regulators regularly assess the record of each Bank in meeting the credit needs of its community. Applications for additional acquisitions are subject to evaluation of the effectiveness of the Banks' in meeting their CRA requirements.

In December of 2019, the FDIC issued a proposal to significantly amend existing CRA regulations, with the goal of making the regulatory framework more objective, transparent, consistent, and easy to understand. To accomplish these goals, this proposed rule would strengthen the CRA regulations by clarifying which activities qualify for CRA credit, updating where activities count for CRA credit, creating a more transparent and objective method for measuring CRA performance, and providing for more transparent, consistent, and timely CRA-related data collection, recordkeeping, and reporting. While the adoption and implementation of this proposed rule is uncertain, if adopted it is not anticipated that the rule would become effective before 2022.

Consumer Protection
The Consumer Finance Protection Bureau ("CFPB") has undertaken numerous rule-making and other initiatives, including issuing informal guidance and taking enforcement actions against certain financial institutions. The CFPB’s rulemaking, examination and enforcement authority has affected and will continue to significantly affect financial institutions involved in the provision of consumer financial products and services.

The CFPB has also been publishing complaints submitted by consumers regarding consumer financial products and services in a publicly-accessible online portal. The CFPB also publishes complaint narratives from consumers that opted to have their narratives made public. The publication of complaint narratives could affect the Banks in the following ways: (i) complaint data might be used by the CFPB to make decisions regarding regulatory, enforcement or examination issues; and (ii) the publication of such narratives may have a negative effect on the reputation of those institutions that are the subject of complaints.

Mortgage Lending
Mortgage loans held at each of the Banks, which were made prior to the outsourcing of Heartland’s legacy mortgage lending business, and mortgage loans originated by PrimeWest Mortgage Corporation are subject to a number of laws and rules affecting residential mortgages, including the Home Mortgage Disclosure Act ("HMDA") and Regulation C and the Real Estate Settlement Procedures Act ("RESPA") and Regulation X. In recent years, the CFPB and other federal agencies have proposed and finalized a number of rules affecting residential mortgages. These rules implement the Dodd-Frank Act amendments to the Equal Credit Opportunity Act, Truth in Lending Act ("TILA") and RESPA. The rules, among other things, impose requirements regarding procedures to ensure compliance with "ability to repay" requirements, policies and procedures for servicing mortgages, and additional rules and restrictions regarding mortgage loan originator compensation and qualification and registration requirements for individual loan originator employees. These rules also impose new or revised disclosure requirements, including a new integrated mortgage origination disclosure that combines disclosures currently required under TILA and RESPA.

The HMDA and Regulation C require lenders to report certain information regarding home loans and includes tests for determining what financial institutions and credit transactions are covered under HMDA and reporting requirements for new data points identified in the Dodd-Frank Act or identified by the CPFB as necessary to carry out the purposes of HMDA. Regulation C requires detailed information from lenders and the reporting on mortgage loan underwriting and pricing.




Federal law also requires financial institutions to impose a mandatory purchase requirement for flood insurance for loans secured by certain real property located in areas with special flood hazards. In February 2019, federal regulators issued a final rule implementing the Biggert-Waters Flood Insurance Reform Act. The final rule, which became effective July 1, 2019, includes rules for identifying when private flood insurance policies must be accepted and criteria to apply in determining whether certain types of coverage qualify as "flood insurance" for federal flood insurance law purposes.

Ability-to-Repay and Qualified Mortgage Rule
Under Federal Reserve Board Regulation Z, mortgage lenders, such as PrimeWest Mortgage Corporation, are required to make a reasonable and good faith determination based on verified and documented information that a consumer applying for a mortgage loan has a reasonable ability to repay the loan according to its terms. Mortgage lenders are required to determine consumers’ ability to repay in one of two ways. The first alternative requires the mortgage lender to consider the following eight underwriting factors when making the credit decision: (1) current or reasonably expected income or assets; (2) current employment status; (3) the monthly payment on the covered transaction; (4) the monthly payment on any simultaneous loan; (5) the monthly payment for mortgage-related obligations; (6) current debt obligations, alimony and child support; (7) the monthly debt-to-income ratio or residual income; and (8) credit history. Alternatively, the mortgage lender can originate "qualified mortgages," which are entitled to a presumption that the creditor making the loan satisfied the ability-to-repay requirements. In general, a "qualified mortgage" is a mortgage loan without negative amortization, interest-only payments, balloon payments or terms exceeding 30 years. In addition, to be a qualified mortgage, the points and fees paid by a consumer cannot exceed 3% of the total loan amount. Qualified mortgages that are "higher-priced" (e.g., subprime loans) have a rebuttable presumption of compliance with the ability-to-repay rules, while qualified mortgages that are not "higher-priced" (e.g., prime loans) are given a safe harbor of compliance. The Banks and PrimeWest Mortgage Corporation primarily originate compliant qualified mortgages.

Data Privacy and Cybersecurity
Federal and state law contains extensive consumer privacy protection provisions. The Gramm-Leach-Bliley Act ("GLBA") requires financial institutions to periodically disclose their privacy policies and practices relating to sharing such information and, in some cases, enables retail customers to opt out of the sharing of certain information with unaffiliated third parties. Other federal and state laws and regulations impact Heartland’s ability to share certain information with affiliates and non-affiliates. The GLBA also requires financial institutions to implement an information security program that includes administrative, technical and physical safeguards to ensure the security and confidentiality of customer records and information.

In January 2015, new legislative proposals and administration efforts regarding privacy and cybersecurity were announced which, among other things, propose a national data breach notification standard. Legislation regarding data security with respect to security breach notifications and sharing cybersecurity threat information has also been proposed. In 2015, the Federal Financial Institutions Examination Council ("FFIEC") developed the Cybersecurity Assessment Tool to help institutions identify their risks and determine their preparedness for cybersecurity threats.

In September 2016, the FFIEC issued a revised Information Security booklet. The revised booklet includes updated guidelines for evaluating the adequacy of information security programs (including effective threat identification, assessment and monitoring, and incident identification assessment and response), assurance reports and testing of information security programs.

Data privacy and data protection are areas of increasing state legislative focus. For example, the California Consumer Protection Act of 2018 (the "CCPA"), which became effective on January 1, 2020, applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds. The CCPA will give consumers the right to request disclosure of information collected about them, and whether that information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of the sale of the consumer’s personal information, and the right not to be discriminated against for exercising these rights. The CCPA contains several exemptions, including an exemption applicable to information that is collected, processed, sold or disclosed pursuant to the GLBA. In addition, similar laws may be adopted by other states where Heartland does business.

Like other lenders, the Banks use credit bureau data in their underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act ("FCRA"), and the FCRA also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes. Similar state laws may impose additional requirements on Heartland and its subsidiaries.

The federal banking regulators, as well as the SEC and related self-regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions. A financial institution is expected



to establish a framework of internal control, first, second and third lines of defense, and risk management policies, procedures and processes that are designed to address the risks that it faces in its business operations. A financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber-attack. A financial institution is also expected to develop appropriate processes to enable recovery of data and business operations if the institution or its critical service providers fall victim to a cyber-attack.

Durbin Amendment
The Dodd-Frank Act included provisions (known as the "Durbin Amendment"), which restrict interchange fees to those which are "reasonable and proportionate" for certain debit card issuers and limits the ability of networks and issuers to restrict debit card transaction routing. The Federal Reserve issued final rules implementing the Durbin Amendment on June 29, 2011. In the final rules, interchange fees for debit card transactions were capped at $0.21 plus five basis points to be eligible for a safe harbor such that the fee is conclusively determined to be reasonable and proportionate.  The interchange fee restrictions contained in the Durbin Amendment, and the rules promulgated thereunder, only apply to debit card issuers with $10 billion or more in total consolidated assets at year-end. Because Heartland's assets exceeded $10 billion at December 31, 2018, it was required to comply with the Durbin Amendment effective July 1, 2019.

ITEM 1A. RISK FACTORS

An investment in our securities is subject to risks inherent in our business. The material risks and uncertainties that management believes affect us are described below. Additional risks and uncertainties that management is not aware of or that management currently deems immaterial may also impair our business operations. If any of the events described in the risk factors should actually occur, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our securities could decline significantly, and you could lose all or part of your investment.

Economic and Market Conditions Risk

Our business and financial results are significantly affected by general business and economic conditions.
Our business activities and earnings are affected by general business conditions in the United States and particularly in the states in which our Banks operate. Factors such as the volatility of interest rates, home prices and real estate values, unemployment, credit defaults, increased bankruptcies, decreased consumer spending and household income, volatility in the securities markets, and the cost and availability of capital have negatively impacted our business in the past and may adversely impact us in the future. Economic deterioration that affects household and/or corporate incomes could result in renewed credit deterioration and reduced demand for credit or fee-based products and services, negatively impacting our performance. In addition, changes in securities market conditions and monetary fluctuations could adversely affect the availability and terms of funding necessary to meet our liquidity needs.

Our business is concentrated in and dependent upon the continued growth and welfare of the various markets that we serve.
We operate in markets in Iowa, Illinois, Wisconsin, Arizona, New Mexico, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California, and our financial condition, results of operations and cash flows are subject to changes in the economic conditions in those markets. Our success depends upon the economic vitality, business activity, population, income levels, deposits and real estate activity in those areas. Although our customers' business and financial interests may extend well beyond our market areas, adverse economic conditions that affect our specific market area could reduce our growth rate, affect the ability of our customers to repay their loans to us and impact the stability of our deposit funding sources. Consequently, declines in economic conditions in those markets could generally affect our financial condition and results of operations.

Our business and performance is vulnerable to the impact of volatility in debt and equity markets.
As most of our assets and liabilities are financial in nature, our performance is sensitive to the performance of the financial markets. Turmoil and volatility in the financial markets can be a major contributory factor to overall weak economic conditions, including the impaired ability of borrowers and other counterparties to meet obligations to us. Financial market volatility may:

Affect the value or liquidity of our on-balance sheet and off-balance sheet financial instruments.
Affect the value of capitalized servicing assets.
Affect our ability to access capital markets to raise funds. Inability to access capital markets if needed, at cost effective rates, could adversely affect our liquidity and results of operations.
Affect the value of the assets that we manage or otherwise administer or service for others. Although we are not directly impacted by changes in the value of such assets, decreases in the value of those assets would affect related fee income and could result in decreased demand for our services.




Changes in interest rates and other conditions could negatively impact our results of operations.
As a result of the high percentage of our assets and liabilities that are interest-bearing, changes in interest rates, in the shape of the yield curve or in spreads between different market interest rates, can have a material effect on our financial performance. Our profitability is in part a function of the spread between the interest rates earned on investments and loans and the interest rates paid on deposits and other interest-bearing liabilities. Like most banking institutions, our net interest spread and margin will be affected by general economic conditions and other factors, including fiscal and monetary policies of the Federal Reserve that influence market interest rates, and our ability to respond to changes in such rates. The Board of Governors of the Federal Reserve System regulates the supply of money and credit in the United States, and it influences interest rates by changing the discount rate at which it lends money to banks and by adjusting the target for the federal funds rate at which banks borrow from other banks. Its fiscal and monetary policies determine, in a large part, our cost of funds for lending and investing and the return that can be earned on those loans and investments, both of which affect our net interest margin. Federal Reserve Board policies can also materially affect the value of financial instruments that we hold, such as debt securities and mortgage servicing rights.

At any given time, our assets and liabilities may be affected differently by a given change in interest rates. Asset values, especially commercial real estate collateral, securities or other fixed rate earning assets, can decline significantly with relatively minor changes in interest rates. As a result, an increase or decrease in rates, the length of loan terms or the mix of adjustable and fixed rate loans in our portfolio could have a positive or negative effect on our net income, capital and liquidity. We measure interest rate risk under various rate scenarios using specific criteria and assumptions. A summary of this process, along with the results of our net interest income simulations, is presented under the caption "Quantitative and Qualitative Disclosures About Market Risk" included under Item 7A of Part II of this Annual Report on Form 10-K. Although we believe our current level of interest rate sensitivity is reasonable and effectively managed, significant fluctuations in interest rates may have an adverse effect on our business, financial condition and results of operations, and specifically, our net interest income. Also, our interest rate risk modeling techniques and assumptions may not fully predict or capture the impact of actual interest rate changes on our financial condition and results of operations.

We may be adversely impacted by the planned phasing out of the London Interbank Offered Rate ("LIBOR") as a reference rate.
We have derivative contracts, borrowings and other financial instruments with attributes that are either directly or indirectly dependent on the LIBOR. In 2017, the United Kingdom Financial Conduct Authority indicated in an announcement that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021. United States regulatory authorities have voiced similar support for phasing out LIBOR. The impact of alternatives to LIBOR on the valuations, pricing and operation of our financial instruments is not yet known. In April 2018, the Federal Reserve Bank of New York commenced publication of three reference rates based on overnight U.S. Treasury repurchase agreement transactions, including the Secured Overnight Financing Rate ("SOFR"), which has been recommended as an alternative to U.S. dollar LIBOR by the Alternative Reference Rates Committee. At this time, we cannot predict whether SOFR will become an accepted alternative to LIBOR. The uncertainty surrounding potential reforms, including the use of alternative reference rates and changes to the methods and processes used to calculate rates, may have an adverse effect on the trading market for LIBOR-based securities, loan yield and the amounts received and paid on derivative instruments and our ability to manage and hedge exposures to fluctuations in interest rates using derivative instruments. In addition, the implementation of LIBOR reform proposals may result in increased compliance and operational costs. In preparation for the potential phaseout of LIBOR, we may need to renegotiate our financial instruments that utilize LIBOR. We are evaluating SOFR and the steps necessary to effect a transition to SOFR for existing and future loans and other products and services that may be impacted by a phase out of LIBOR. However, these efforts may not be successful in mitigating the legal and financial risk from changing the reference rate in our legacy arrangements.

Changes in the federal, state or local tax laws may negatively impact our financial performance.
We are subject to changes in tax law that could increase our effective tax rates. The enactment of such legislation including provisions impacting tax rates, apportionment, consolidation or combination, income, expenses, credits and exemptions may have a material impact on our business, financial conditions and results of operations. These tax law changes may also be retroactive to previous periods and could negatively affect our current and future financial performance. For example, while the Tax Cuts and Jobs Act signed into law in December 2017 reduced our federal corporate tax rate from 35% in 2017 to 21%, there is no assurance that presently anticipated benefits will be realized in future years’ financial performance. We will continue to monitor the evolving impact of the Tax Cuts and Jobs Act.

Credit Risks
If we do not properly manage our credit risk, we could suffer material credit losses.
There are substantial risks inherent in making any loan, including, but not limited to:




risks resulting from changes in economic and industry conditions;
risks inherent in dealing with individual borrowers;
uncertainties as to the future value of collateral; and
the risk of non-payment of loans.

Although we attempt to minimize our credit risk through prudent loan underwriting procedures and by monitoring concentrations of our loans, there can be no assurance that these underwriting and monitoring procedures will effectively reduce these risks. Moreover, as we continue to expand into new markets, credit administration and loan underwriting policies and procedures may need to be adapted to local conditions. The inability to properly manage our credit risk or appropriately adapt our credit administration and loan underwriting policies and procedures to local market conditions or to changing economic circumstances could have an adverse impact on our allowance and provision for loan losses and our financial condition, results of operations and liquidity.

We are subject to lending concentration risks.
Heartland's commercial loans were $6.79 billion (including $4.37 billion of commercial real estate loans), or approximately 81%, of our total loan portfolio as of December 31, 2019. Our commercial loans, which tend to be larger and more complex credits than loans to individuals, are primarily approved based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. If the economy weakens or if the industry in which the borrower operates weakens, our borrowers may experience depressed or sudden decreases in revenues that could hinder their cash flow and ability to repay their loans. Consequently, declines in the economy could have a material adverse impact on our earnings. Most often, the underlying collateral consists of accounts receivable, inventory, machinery or real estate. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. The other types of collateral securing these loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the customer's business and market conditions.

We depend on the accuracy and completeness of information about our customers and counterparties.
In deciding whether to extend credit or enter into other transactions, we may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. We may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, regarding the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could cause us to make uncollectible loans or enter into other unfavorable transactions, which could have a material adverse effect on our financial condition and results of operations.

Our loan portfolio has a large concentration of commercial real estate loans, a segment that can be subject to volatile cash flows and collateral values.
Commercial real estate lending, which is comprised of owner-occupied, non-owner occupied, and lot and land development loans, represents a large portion of our commercial loan portfolio. These loans were $4.37 billion, or approximately 52%, of our total commercial loan portfolio as of December 31, 2019. The market value of real estate can fluctuate significantly in a short period of time as a result of market conditions in any of our geographic markets in which the real estate is located. Adverse developments in nationwide or regional market conditions affecting real estate values could negatively impact of our commercial real estate loans, and other developments could increase the credit risk associated with our loan portfolio. Non-owner occupied commercial real estate loans typically are dependent, in large part, on sufficient income from the properties securing the loans to cover operating expenses and debt service.

Lot and land development loans involve additional risks because funds are advanced based upon estimates of costs and the estimated value of the completed project and also have a greater risk of default in a weaker economy because the source of repayment is reliant on the successful and timely sale of lots or land held for resale. These loans present project completion risks, as well as the risks applicable to other commercial real estate loans. Economic events or governmental regulations outside of the control of Heartland or the borrower could negatively impact the future cash flow and market values of the affected properties.

We may encounter issues with environmental law compliance if we take possession, through foreclosure or otherwise, of the real property that secures a commercial real estate loan.
A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If previously unknown or undisclosed hazardous or toxic substances are discovered, we may be liable



for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses which may materially reduce the affected property's value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and procedures to perform an environmental review at the time of underwriting a loan secured by real property and also before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.

Our agricultural loans are often dependent upon the health of the agricultural industry in the location of the borrower, and the ability of the borrower to repay may be affected by many factors outside of the borrower’s control.
At December 31, 2019, agricultural and agricultural real estate loans totaled $533.1 million, or approximately 6%, of our total loan portfolio. Payments on agricultural and agricultural real estate loans are dependent on the profitable operation or management of the farm property securing the loan. If the cash flow from a farming operation is diminished, the borrower's ability to repay the loan may be impaired. Loans that are unsecured or secured by rapidly depreciating assets such as farm equipment or assets such as livestock or crops may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage to or depreciation in the value of livestock.

The success of a farm may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields (such as hail, drought and floods), loss of livestock due to disease or other factors, declines in market prices for agricultural products (both domestically and internationally) and the impact of government regulations (including changes to global trade agreements, price supports, subsidies and environmental regulations). In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm.

We hold one- to four-family first-lien residential mortgage loans in our loan portfolio, and the ability of the borrower to repay may be difficult to estimate.
The residential mortgage loans that we hold in our loan portfolio, which totaled $597.7 million, or approximately 7% of our total loan portfolio as of December 31, 2019, are primarily to borrowers we believe to be credit worthy based on internal standards and guidelines. Repayment is dependent upon the borrower's ability to repay the loan and the underlying value of the collateral. If we have overestimated or improperly calculated the abilities of the borrowers to repay those loans, default rates could be high, and we could face more legal process and costs to enforce collection of the loan obligations. If the value of the collateral is incorrect, we could face higher losses on the loans.

Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.
We establish our allowance for loan losses in consultation with management of the Banks and maintain it at a level considered appropriate by management to absorb probable loan losses and risks inherent in the portfolio. While the level of allowance for loan losses reflects management's continuing evaluation of quantitative and qualitative factors including industry concentrations, loan portfolio quality and economic conditions, the amount of future loan losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, which may be beyond our control, and such losses may exceed current estimates. Despite the current stable economic and market conditions, there remains a risk of continued asset and economic deterioration. At December 31, 2019, our allowance for loan losses as a percentage of total loans was 0.84% and as a percentage of total nonperforming loans was approximately 87%. Although we believe that the allowance for loan losses is appropriate to absorb probable losses on any existing loans that may become uncollectible, we cannot predict loan losses with certainty, and we cannot provide assurance that our allowance for loan losses will prove sufficient to cover actual loan losses in the future. Further significant provisions, or charge-offs against our allowance that result in provisions, could have a significant negative impact on our profitability. Loan losses in excess of our reserves may adversely affect our business, financial condition and results of operations.

In June 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, "Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments," which replaces the current "incurred loss" model for recognizing credit losses with an "expected loss" model referred to as the Current Expected Credit Loss ("CECL") model. The new CECL standard became effective for us for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years. Under the CECL model, we are required to present certain financial assets carried at amortized cost, such as loans held for investment and held-to-maturity debt securities, at the net amount expected to be collected. The measurement of expected credit losses is based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement takes place at the time the financial asset is first added to the balance sheet and periodically thereafter. This differs significantly from the incurred loss model previously required under GAAP, which delays recognition until it is probable a loss



has been incurred. Accordingly, we expect that the adoption of the CECL model will materially affect how we determine our allowance for loan losses and could require us to significantly increase our allowance in future periods. Moreover, the CECL model may create more volatility in the level of our allowance for loan losses. If we are required to materially increase our level of allowance for loan losses for any reason, such increase could adversely affect our business, financial condition and results of operations. See Note 1, "Basis of Presentation," of the notes to the consolidated financial statements for additional information on the impact of the adoption of this standard.

Liquidity and Interest Rate Risks

Liquidity is essential to our business, and our performance could be adversely affected by constraints in or increased costs for funding.
We require liquidity to fund our deposit and debt obligations as they come due. A number of factors beyond our control could have a detrimental impact on the availability or costs of that funding. These include market disruptions, changes in our credit ratings or the sentiment of investors, the state of the regulatory environment and monetary and fiscal policies, declines in the value of our investment securities, loss of substantial deposits or customer relationships, financial or systemic shocks, significant counterparty failures or reputational damage. Our ability to meet current financial obligations is a function of our balance sheet structure, ability to liquidate assets and access to alternative sources of funds. Our access to deposits can be impacted by the liquidity needs of our customers as a substantial portion of our deposit liabilities are on demand, while a significant portion of our assets are loans that cannot be sold in the same timeframe or are securities that may not be readily saleable if there is disruption in capital markets. If we become unable to obtain funds when needed, it could have a material adverse effect on our business, financial condition and results of operations.

The required accounting treatment of loans we acquire through acquisitions, including purchase credit impaired loans, could result in higher net interest margins and interest income in current periods and lower net interest margins and interest income in future periods.
Under United States generally accepted accounting principles ("GAAP"), we are required to record loans acquired through acquisitions, including purchase credit impaired loans, at fair value. Estimating the fair value of such loans requires management to make estimates based on available information and facts and circumstances on the acquisition date. Any discount, which is the excess of the amount of reasonably estimable and probable discounted future cash collections over the purchase price, is accreted into interest income over the weighted average remaining contractual life of the loans. Therefore, our net interest margins may initially increase due to the discount accretion. We expect the yields on the total loan portfolio will decline as our acquired loan portfolios pay down or mature and the corresponding accretion of the discount decreases. We expect downward pressure on our interest income to the extent that the runoff of our acquired loan portfolios is not replaced with comparable high-yielding loans. This could result in higher net interest margins and interest income in current periods and lower net interest margins and interest income in future periods.

Our liability portfolio, including deposits, may subject us to liquidity risk and pricing risk from concentrations.
We strive to maintain a diverse liability portfolio, and we manage deposit portfolio diversification through our asset/liability committee process. However, even with our efforts to maintain diversification, we occasionally accept larger deposit customers, and our typical deposit customers might occasionally carry larger balances. Unanticipated, significant changes in these large balances could affect our liquidity risk and pricing risk, particularly within the deposit portfolio of a single Bank, where the effects of the concentration would be greater than for Heartland as a whole. Our inability to manage deposit concentration risk could have a material adverse effect on our business, financial condition and results of operations.

Our growth may create the need to raise additional capital in the future, but that capital may not be available when it is needed.
We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. We anticipate that our existing capital resources will satisfy our capital requirements for the foreseeable future. However, from time to time, we raise additional capital to support continued growth, both internally and through acquisitions. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to raise additional capital if needed on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired.

We rely on dividends from our subsidiaries for most of our revenue and are subject to restrictions on payment of dividends.
The primary source of funds for Heartland is dividends from the Banks. In general, the Banks may only pay dividends either out of their historical net income after any required transfers to surplus or reserves have been made or out of their retained earnings. The payment of dividends by any financial institution is affected by the requirement to maintain adequate capital pursuant to applicable capital adequacy guidelines and regulations, and a financial institution generally is prohibited from



paying any dividends if, following payment thereof, the institution would be undercapitalized. These dividends are the principal source of funds to pay dividends on Heartland's common stock and to pay interest and principal on our debt.

Reduction in the value, or impairment of our investment securities, can impact our earnings and common stockholders' equity.
We maintained a balance of $3.44 billion, or 26% of our assets, in investment securities at December 31, 2019. Changes in market interest rates can affect the value of these investment securities, with increasing interest rates generally resulting in a reduction of value. Although the reduction in value from temporary increases in market rates does not affect our income until the security is sold, it does result in an unrealized loss recorded in other comprehensive income that can reduce our common stockholders’ equity. Further, we must periodically test our investment securities for other-than-temporary impairment in value. In assessing whether the impairment of investment securities is other-than-temporary, we consider the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability to retain our investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value in the near term.

Operational Risks

We have a continuing need for technological change and we may not have the resources to effectively implement new technology.
The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. In addition to being able to better serve customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations as we continue to grow and expand our market areas. Many of our larger competitors have substantially greater resources to invest in technological improvements. As a result, they may be able to offer additional or superior products to those that we will be able to offer, which would put us at a competitive disadvantage.

Our operations are affected by risks associated with our use of vendors and other third-party service providers.
We rely on vendor and third-party relationships for a variety of products and services necessary to maintain our day-to-day activities, particularly in the areas of correspondent relationships, operations, treasury management, information technology and security. This reliance exposes us to risks of those third parties failing to perform financially or failing to perform contractually or to our expectations. These risks could include material adverse impacts on our business, such as credit loss or fraud loss, disruption or interruption of business activities, cyber-attacks and information security breaches, poor performance of services affecting our customer relationships and/or reputation, and possibilities that we could be responsible to our customers for legal or regulatory violations committed by those third parties while performing services on our behalf. While we have implemented an active program of oversight to address this risk, there can be no assurance that our vendor and third-party relationships will not have a material adverse impact on our business.

Interruption in or breaches of our network security and the resulting theft or compromise of business and customer information could adversely affect our business or reputation, and create significant legal, regulatory or financial exposure.
We rely heavily on communications and information systems to conduct our business, and as part of our business, we maintain significant amounts of data about our customers and the products they use. Our operations are dependent upon our ability to protect our computer equipment against damage from physical theft, fire, power loss, telecommunications failure or a similar catastrophic event, as well as from security breaches, denial of service attacks, viruses, worms and other disruptive problems caused by hackers and fraudsters. Our business relies on the secure processing, transmission, storage and retrieval of confidential, personal, proprietary and other information in our computer and data management systems and networks, and in the computer and data management systems and networks of third parties.

We, our customers, regulators and other third parties, including other financial service institutions and companies engaging in data processing, have been subject to, and are likely to continue to be the target of cyber-attacks. These cyber-attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service information, ransomware, improper access by employees or vendors, attacks on personal emails of employees, or breaches of third party vendors that could result in the unauthorized release, gathering and monitoring, misuse, loss or destruction of confidential, proprietary and any other information of ours, our employees, our customers, or of third parties, and damage to our systems or other material disruptions. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate or remediate any information security vulnerabilities or incidents. Despite efforts to protect our systems and implement controls, processes, policies, and other measures, we may not be able to anticipate all security breaches, nor may we be able to implement guaranteed preventive measures against such security breaches. Cybersecurity risks for banking organizations have significantly increased in recent years in part because of the proliferation of



and rapid evolution of new technologies, the use of the internet and telecommunication technologies to conduct financial transactions. For example, cybersecurity risks may increase in the future as we continue to increase our mobile-payment and other internet-based products offerings and increase our internal usage of web-based products and applications. Given the continued and rapid evolution of cyber threats, we may not be able to anticipate or prevent all such attacks and could be held liable for any security breach or loss. The occurrence of any failure, interruption, or security breach of our information systems could result in violations of privacy and other laws, damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny or expose us to civil litigation, any of which could have a material adverse effect on our financial condition and results of operations

We also face indirect technology, cybersecurity and operational risks relating to the customers, clients and other third parties with whom we do business or upon whom we rely to facilitate or enable our business activities, including for example financial counterparties, regulators, and provides of critical infrastructure such as internet access or electrical power. Due to the increasing consolidation, interdependence, and complexity of financial entities and technology systems, a technology failure, cyber-attack or other information or security breach that significantly degrades, deletes or comprises the systems or data of one or more financial entities could have a material impact on counterparties or other market participants, including us. This consolidation, interconnectivity and complexity may increase the risk of operational failure on both an individual and industry-wide basis.

We could face significant legal and reputational harm if we fail to safeguard personal information
Heartland is subject to complex and evolving laws and regulations governing the privacy and protection of personal information of individuals. The protected individuals can include our customers, our employees, and the employees of our suppliers, counterparties and other third parties. Ensuring that our collection, use, transfer and storage of personal information comply with applicable laws and regulations in relevant jurisdictions can increase operating costs, impact the development of new products or services, and reduce operational efficiency. Any mishandling or misuse of the personal information of customers, employees or others by Heartland or a third party affiliated with Heartland could expose us to litigation or regulatory fines, penalties or other sanctions.

Additional risks could arise if Heartland or third parties do not provide adequate disclosure or transparency to our customers about the personal information collected from them and its use; any failure to receive, document, and honor the privacy preferences expressed by our customers; any failure to protect personal information from unauthorized disclosure; or any failure to maintain proper training on privacy practices for all employees or third parties who have access to personal data. Concerns regarding the effectiveness of our measures to safeguard personal information and abide by privacy preferences, or even the perception that those measures are inadequate, could cause us to lose existing or potential customers and thereby reduce our revenues. In addition, any failure or perceived failure by Heartland to comply with applicable privacy or data protection laws and regulations could result in requirements to modify or cease certain operations or practices, significant liabilities or regulatory fines, penalties, or other sanctions. Any of these outcomes could damage our reputation and otherwise adversely affect our business.

The potential for business interruption exists throughout our organization.
Integral to our performance is the continued efficacy of our technical systems, operational infrastructure, relationships with third parties and the ability of our employees to perform their jobs day-to-day to support our on-going operations. Failure by any or all of these resources subjects us to risks that may vary in size, scale and scope. These risks include, but are not limited to, operational or technical failures, ineffectiveness or exposure due to interruption in third party support, as well as the loss of key individuals, including those with specialized skills, or in general, the failure of key individuals to perform properly. These risks are heightened during necessary data system changes or conversions and system integrations of newly acquired entities. Although management has established policies and procedures to address such failures, the occurrence of any such event could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations.

We are subject to risks from employee errors, customer or employee fraud and data processing system failures and errors.
Employee errors and employee or customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Misconduct by our employees could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence. We maintain a system of internal controls and insurance coverage to mitigate against operational risks, including data processing system failures and errors and customer or employee fraud. Should our internal controls fail to prevent or detect an occurrence, or if any resulting loss is not insured or



exceeds applicable insurance limits, it could have a material adverse effect on our business, financial condition and results of operations.

Our markets and growth strategy relies heavily on our management team, and the unexpected loss of key managers may adversely affect our operations.
Much of our success to date has been influenced strongly by our ability to attract and to retain senior management experienced in banking and financial services and familiar with the communities in our different market areas. Because our service areas are spread over such a wide geographical area, our management headquartered in Dubuque, Iowa, is dependent on the effective leadership and capabilities of the management in our local markets for the continued success of Heartland. Our ability to retain executive officers, the current management teams and loan officers of our operating subsidiaries will continue to be important to the successful implementation of our strategy and could be difficult during times of low unemployment. It is also critical, as we grow, to be able to attract and retain qualified additional management and loan officers with the appropriate level of experience and knowledge about our market area to implement our community-based operating strategy. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition and results of operations.

New lines of business, products and services are essential to our ability to compete but may subject us to additional risks.
We continually implement new lines of business and offer new products and services within existing lines of business to offer our customers a competitive array of products and services. There can be substantial risks and uncertainties associated with these efforts, particularly in instances where the markets for such products and services are still developing. In developing and marketing new lines of business and/or new products or services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of our system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, financial condition and results of operations.

Our models may be improper or ineffective.
The processes we use to estimate our inherent loan losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depends upon the use of analytical and forecasting models. These models could reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws and limitations in their design or their implementation. If the models we use to guide management's decisions and oversight relating to interest rate risk and asset-liability management are inadequate, we may incur increased or unexpected losses upon changes in market interest rates or other market measures. If the models we use for determining our probable loan losses are inadequate, the allowance for loan losses may not be appropriate to support future charge-offs. If the models we use to measure the fair value of financial instruments are inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what we could realize upon sale or settlement of such financial instruments. Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations.

Our internal controls may be ineffective.
Management regularly reviews and updates our internal controls, disclosure controls and procedures and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, financial condition and results of operation.

We have recorded goodwill as a result of acquisitions, and if it becomes impaired, our earnings could be significantly impacted.
Under current accounting standards, goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis or more frequently if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying amount. Although we do not anticipate impairment charges, if we conclude that some portion of our goodwill may be impaired, a non-cash charge for the amount of such impairment would be recorded against earnings. A goodwill impairment charge could be caused by a decline in our stock price or occurrence of a triggering event that compounds the negative results in an unfavorable quarter. At December 31, 2019, we had goodwill of $446.3 million, representing approximately 28% of stockholders’ equity.






We have substantial deferred tax assets that could require a valuation allowance and a charge against earnings if we conclude that the tax benefits represented by the assets are unlikely to be realized.
Our consolidated balance sheet reflected approximately $41.4 million of deferred tax assets at December 31, 2019, that represents differences in the timing of the benefit of deductions, credits and other items for accounting purposes and the benefit for tax purposes. To the extent we conclude that the value of this asset is not more likely than not to be realized, we would be obligated to record a valuation allowance against the asset, impacting our earnings during the period in which the valuation allowance is recorded. Assessing the need for, or the sufficiency of, a valuation allowance requires management to evaluate all available evidence, both negative and positive. Positive evidence necessary to overcome the negative evidence includes whether future taxable income in sufficient amounts and character within the carryback and carryforward periods is available under the tax law. When negative evidence (e.g., cumulative losses in recent years, history of operating losses or tax credit carryforwards expiring unused) exists, more positive evidence than negative evidence will be necessary. If the positive evidence is not sufficient to exceed the negative evidence, a valuation allowance for deferred tax assets is established. The creation of a substantial valuation allowance could have a significant negative impact on our reported results in the period in which it is recorded. The impact of the impairment of Heartland's deferred tax assets could have a material adverse effect on our business, results of operations and financial condition.

Strategic and External Risks

The soundness of other financial institutions could adversely affect our liquidity and operations.
Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by Heartland or the Banks or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due us. There is no assurance that any such losses would not materially and adversely affect our results of operations.

We may experience difficulties in managing our growth and our growth strategy involves risks that may negatively impact our net income.
As part of our general growth strategy, we have acquired, and may acquire, additional banks that we believe provide a strategic and geographic fit with our business. We cannot predict the number, size or timing of acquisitions. To the extent that we grow through acquisitions, we cannot assure you that we will be able to adequately and profitably manage this growth. Acquiring other banks and businesses will involve risks commonly associated with acquisitions, including:

potential exposure to unknown or contingent liabilities of the banks and businesses we acquire;
exposure to potential asset quality issues of the acquired bank or related business;
difficulty and expense of integrating the operations and personnel of banks and businesses we acquire;
potential disruption to our business;
potential restrictions on our business resulting from the regulatory approval process;
inability to realize the expected revenue increases, costs savings, market presence and/or other anticipated benefits;
potential diversion of our management's time and attention; and
the possible loss of key employees and customers of the banks and businesses we acquire.

In addition to acquisitions, we may expand into additional communities or attempt to strengthen our position in our current markets by undertaking additional de novo bank formations or branch openings. Based on our experience, we believe that it generally takes three years or more for new banking facilities to first achieve operational profitability, due to the impact of organization and overhead expenses and the start-up phase of generating loans and deposits. To the extent that we undertake additional branching and de novo bank and business formations, we are likely to continue to experience the effects of higher operating expenses relative to operating income from the new operations, which may have an adverse effect on our levels of reported net income, return on average equity and return on average assets.




We face intense competition in all phases of our business and competitive factors could adversely affect our business.
The banking and financial services business in our markets is highly competitive and is currently undergoing significant change. Our competitors include large regional banks, local community banks, online banks, thrifts, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market mutual funds, credit unions and other non-bank financial service providers, and increasingly these competitors provide integrated financial services over a broad geographic area. Some of our competitors may also have access to governmental programs that impact their position in the marketplace favorably. Increased competition in our markets may result in changes in our business model, sales of certain assets or business units, decreases in the amounts of our loans and deposits, reduced spreads between loan rates and deposit rates or loan terms that are more favorable to the borrower. Any of these results could have a material adverse effect on our ability to grow and remain profitable.

Legal, Compliance and Reputational Risks

Government regulation can result in limitations on our growth strategy.
We operate in a highly regulated environment and are subject to supervision and regulation by a number of governmental regulatory agencies, including the Federal Reserve, the FDIC, the CFPB, Housing and Urban Development ("HUD") and the various state agencies where we have a bank presence. Regulations adopted by these agencies, which are generally intended to provide protection for depositors and customers rather than for the benefit of stockholders, govern a comprehensive range of matters relating to ownership and control of our shares, our acquisition of other companies and businesses, our ability to offer new products, our ability to obtain financing and other aspects of our strategy.

We are subject to extensive and evolving government regulation and supervision, which can increase the cost of doing business and lead to enforcement actions.
Federal and state banking laws impose a comprehensive system of supervision, regulation and enforcement on the operations of FDIC-insured institutions, their holding companies and affiliates that is intended primarily for the protection of the FDIC-insured deposits and depositors of banks, rather than shareholders. These laws, and the regulations of the bank regulatory agencies issued under them, affect, among other things, the scope of our business, the kinds and amounts of investments that we and the Banks may make, reserve requirements, required capital levels relative to assets, the nature and amount of collateral for loans, the establishment of branches, our ability to merge, consolidate and acquire, dealings with our and the Banks' insiders and affiliates and our payment of dividends.

While it is anticipated that the current administration will not increase the regulatory burden on community banks and may further reduce some of the burdens associated with implementation of the Dodd-Frank Act beyond those enacted in the Economic Growth Act, the ongoing impact of the administration is impossible to predict with any certainty, and changes in existing regulations and their enforcement may require modification to Heartland's existing regulatory compliance and risk management infrastructure.

We have experienced heightened regulatory requirements and scrutiny following the global financial crisis and as a result of the Dodd-Frank Act. Although the reforms primarily targeted systemically important financial service providers, their influence filtered down in varying degrees to community banks over time and the reforms have caused our compliance and risk management processes, and the costs thereof, to increase. The Dodd-Frank Act established the CFPB with broad authority to administer and enforce a new federal regulatory framework of consumer financial regulation, changing the base for deposit insurance assessments, introducing regulatory rate-setting for interchange fees charged to merchants for debit card transactions, enhancing the regulation of consumer mortgage banking, changing the methods and standards for resolution of troubled institutions, and changing the Tier 1 regulatory capital ratio calculations for bank holding companies.

In the routine course of regulatory oversight, proposals to change the laws and regulations governing the operations of banks and other financial institutions are frequently raised in the U.S. Congress, state legislatures and before bank regulatory authorities. Similarly, proposals to change the accounting and financial reporting requirements applicable to banks and other depository financial institutions are frequently raised by the SEC, the federal banking agencies and other authorities. The likelihood of significant changes in laws and regulations in the future and the effect such changes might have on our operations are impossible to determine. Recent changes in the laws and regulations that apply to us have been significant. Moreover, dramatic changes in statutes, regulations or policies could affect us in substantial and unpredictable ways, including limiting the types of financial services and products that we offer and/or increasing the ability of non-banks to offer competing financial services and products.




More stringent requirements related to capital and liquidity may limit our ability to return earnings to stockholders or operate or invest in our business.
The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The final Basel III rules and changes required by the Dodd-Frank Act substantially amended the regulatory risk-based capital rules applicable to Heartland. Under Basel III, the fully-phased in capital conservation buffer is 2.50% above the minimum capital requirement.

Additional requirements may be imposed in the future. The Basel Committee continues to examine ways to strengthen the regulation, supervision and practices of banks and has produced, and continues to produce a number of consultation and discussion papers which point to a significant revision of the Basel Framework, including improvements to the calculation of risk-weighted assets and the comparability of capital ratios. The ultimate impact on our capital and liquidity will depend on the implementation of further changes in the United States.

We are becoming subject to additional regulatory requirements as our total assets increase, and these additional requirements could have an adverse effect on our financial condition or results of operations.
Various federal banking laws and regulations impose heightened requirements on larger banks and bank holding companies. These heightened requirements have added, and will continue to add, restrictions and complexity to our business operations, as we expand. For example, we were required to comply with the Durbin Amendment effective July 1, 2019, which imposes interchange fee restrictions to debit card issuers.

The Economic Growth Act exempted bank holding companies under $100 billion in assets from certain Dodd-Frank Act requirements that were otherwise applicable to bank holding companies with greater than $10 billion and $50 billion in total consolidated assets. As required by the Economic Growth Act, the federal banking agencies adopted rules further tailoring their supervision and regulation of large bank holding companies with more than $100 billion in assets. However, federal banking agencies have also indicated through interagency guidance that the capital planning and risk management practices of institutions with total assets less than $100 billion would continue to be reviewed through the regular supervisory process, which may offset the impact of the relief from stress testing and risk management requirements provided by the Economic Growth Act.

Litigation and enforcement actions could result in negative publicity and could adversely impact our business and financial results.
We face significant legal and regulatory risks in our business, and the volume of claims and amount of damages and penalties claimed in litigation and governmental proceedings against financial institutions have increased in recent years. Reputation risk, or the risk to our earnings and capital from the resulting negative publicity, is inherent to our business. Current public uneasiness with the United States banking system heightens this risk, as banking customers often transfer news regarding consumer fraud, financial difficulties or even failure of some institutions, to fear of fraud, financial difficulty or failure of even the most secure institutions. In this climate, any negative news may become cause for curtailment of business relationships, withdrawal of funds or other actions that can have a compounding effect, and could adversely affect our operations. Substantial legal liability or significant governmental action against us could materially impact our business and financial results. Also, the resolution of a litigation or regulatory matter could result in additional accruals or exceed established accruals for a particular period, which could materially impact our results from operations for that period.

Risks of Owning Stock in Heartland

Our stock price can be volatile.
Our stock price can fluctuate widely in response to a variety of factors, including: actual or anticipated variations in our quarterly operating results; recommendations by securities analysts; acquisitions or business combinations; capital commitments by or involving Heartland or our Banks; operating and stock price performance of other companies that investors deem comparable to us; new technology used or services offered by our competitors; new reports relating to trends, concerns and other issues in the financial services industry; and changes in government regulations. General market fluctuations, industry factors and general economic and political conditions and events have caused a decline in our stock price in the past, and these factors, as well as, interest rate changes, continued unfavorable credit loss trends, or unforeseen events such as terrorist attacks could cause our stock price to be volatile regardless of our operating results.




Stockholders may experience dilution as a result of future equity offerings and acquisitions.
In order to raise capital for future acquisitions or for general corporate purposes, we may offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at a price per share that may be lower than the current price. In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, may be higher or lower than the price paid by existing stockholders.

Certain banking laws and the Heartland Stockholder Rights Plan may have an anti-takeover effect.
Certain federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire Heartland, even if doing so would be perceived to be beneficial to Heartland’s stockholders. In addition, Heartland's Amended and Restated Rights Agreement (the "Rights Plan") causes it to be difficult for any person to acquire 15% or more of Heartland's outstanding stock (with certain limited exceptions) without the permission of our board of directors. The combination of these provisions may inhibit a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of Heartland's common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As of December 31, 2019, Heartland had no unresolved staff comments.




ITEM 2. PROPERTIES

The following table is a listing of Heartland’s principal operating facilities and the home offices of each of the Banks as of December 31, 2019:
Name and Main Facility Address
Main Facility
Square Footage
Main Facility
Owned or Leased
Number of
Locations
Heartland Financial USA, Inc.
     1398 Central Avenue
     Dubuque, IA  52001
65,000    Owned  
Dubuque Bank and Trust Company
     1398 Central Avenue
     Dubuque, IA  52001
65,500    Owned  
Illinois Bank & Trust
     6855 E. Riverside Blvd.
     Rockford, IL  60114
8,000    Owned 10   
Wisconsin Bank & Trust
119 Junction Road
Madison, WI  53719
19,000    Owned 14   
New Mexico Bank & Trust
     320 Gold NW
     Albuquerque, NM  87102
11,400    Lease term
through 2026
17   
Arizona Bank & Trust
     2036 E. Camelback Road
     Phoenix, AZ  85016
14,000    Owned  
Rocky Mountain Bank
     2615 King Avenue West
     Billings, MT 59102
16,600    Owned  
Citywide Banks
     1800 Larimer Street
     Suite 100
     Denver, CO 80202
8,700   
Lease term
through 2030
23   
Minnesota Bank & Trust
     7701 France Avenue South, Suite 110
     Edina, MN 55435
6,100   
Lease term
through 2023
 
Bank of Blue Valley
11935 Riley Street
Overland Park, KS 66213
38,000    Owned 12   
Premier Valley Bank
     255 East River Park Circle, Suite 180
     Fresno, CA 93720
17,600   
Lease term
through 2023
 
First Bank & Trust(1)
     9816 Slide Road
     Lubbock, TX 79424
64,500    Owned 15   
(1) Includes PrimeWest Mortgage Corporation loan production offices.

The corporate office of Heartland is located in Dubuque Bank and Trust Company's main office. A majority of the support functions provided to the Banks by Heartland are performed in two leased facilities: one located at 1301 Central Avenue in Dubuque, Iowa, which is leased from Dubuque Bank and Trust Company, and the other located at 700 Locust Street, Suites 300 and 400 in Dubuque, Iowa. In December 2019, Heartland formed a limited liability corporation with an unrelated third party to purchase the location on Locust Street, and Heartland has a lease with the limited liability corporation.

For information on obligations related to our leased facilities, see Note 23, "Leases," to the consolidated financial statements.




ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which Heartland or its subsidiaries are a party at December 31, 2019, other than ordinary routine litigation incidental to their respective businesses. While the ultimate outcome of current legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on Heartland's consolidated financial position or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The names and ages of the executive officers of Heartland, the position held by these officers with Heartland, and the positions held with Heartland subsidiaries, are set forth below:
Name Age Position with Heartland and Subsidiaries and Principal Occupation
Lynn B. Fuller 70 Executive Operating Chairman and Director of Heartland; Vice Chairman of Dubuque Bank and Trust Company, Wisconsin Bank & Trust, New Mexico Bank & Trust, Arizona Bank & Trust, Rocky Mountain Bank, Citywide Banks, Minnesota Bank & Trust, Bank of Blue Valley, Premier Valley Bank and First Bank & Trust; Director of Heartland Financial USA, Inc. Insurance Services
Bruce K. Lee 59 Chief Executive Officer, President and Director of Heartland; Director of Citywide Banks, Bank of Blue Valley and First Bank & Trust; President of Heartland Financial USA, Inc. Insurance Services
Bryan R. McKeag 59 Executive Vice President, Chief Financial Officer of Heartland; Treasurer of Citizens Finance Parent Co.; Director of Heartland Financial USA, Inc. Insurance Services
Brian J. Fox 71 Executive Vice President, Operations, of Heartland
David A. Prince 50 Executive Vice President, Commercial Banking, of Heartland
Janet M. Quick 54 Executive Vice President, Deputy Chief Financial Officer, Principal Accounting Officer of Heartland
Michael J. Coyle 74 Executive Vice President, Corporate Secretary, Senior General Counsel, of Heartland; Secretary of Heartland Financial USA, Inc. Insurance Services
Deborah K. Deters 55 Executive Vice President, Chief Human Resources Officer, of Heartland
Lynn H. Fuller 36 President and Chief Executive Officer of Dubuque Bank and Trust Company
Tamina L. O'Neill 50 Executive Vice President, Chief Risk Officer of Heartland
Andrew E. Townsend 53 Executive Vice President, Chief Credit Officer of Heartland

Lynn B. Fuller was named Executive Operating Chairman of Heartland in 2018. Mr. Fuller has been a Director of Heartland since 1987 and of Dubuque Bank and Trust Company since 1984 and was the Chief Executive Officer of Heartland from 1999 to 2018. He was President of Heartland from 1990 to 2015. Mr. Fuller has been a Director of Wisconsin Bank & Trust since 1997, New Mexico Bank & Trust since 1998, Arizona Bank & Trust since 2003, Rocky Mountain Bank since 2004, Citywide Banks since 2006, Minnesota Bank & Trust since 2008, Heritage Bank, N.A. from 2012 until its merger with Arizona Bank & Trust in 2013, Bank of Blue Valley since 2013. In 2015, he was named Director of Heartland Financial USA, Inc. Insurance Services and Premier Valley Bank. In 2018, Mr. Fuller was named a Director of First Bank & Trust. He was a Director of Galena State Bank & Trust Co. from 1992 to 2004 and of Illinois Bank & Trust from 1995 until 2004. Mr. Fuller joined Dubuque Bank and Trust Company in 1971 as a consumer loan officer and was named Dubuque Bank and Trust Company's Executive Vice President and Chief Executive Officer in 1987. Mr. Fuller was President of Dubuque Bank and Trust Company from 1987 until 1999 at which time he was named Chief Executive Officer of Heartland. Mr. Fuller is the father of Lynn H. Fuller, President and Chief Executive Officer of Dubuque Bank and Trust Company.

Bruce K. Lee was named Chief Executive Officer of Heartland in 2018. Mr. Lee joined Heartland in 2015 as President and was elected a Director of Heartland in 2017. Mr. Lee was a Director of Rocky Mountain Bank from 2015 to 2018. Mr. Lee has been a Director of Heartland Financial USA, Inc. Insurance Services since 2015. In 2017, Mr. Lee was named a Director of Citywide Banks, in 2018, he was named a Director of First Bank & Trust, and in 2019, he was named a Director of Bank of Blue Valley. Prior to joining Heartland, Mr. Lee held various leadership positions at Fifth Third Bancorp from 2001 to 2013, serving most recently as Executive Vice President, Chief Credit Officer from 2011 to 2013. Mr. Lee previously served as President and CEO of a Fifth Third affiliate bank in Ohio where he managed sales and service functions for retail, commercial, residential



mortgage, and investments as well as finance, human resources, and marketing. Prior to Fifth Third, Mr. Lee served as an Executive Vice President and board member for Capital Bank, a community bank located in Sylvania, Ohio.

Bryan R. McKeag joined Heartland in 2013 as Executive Vice President, Chief Financial Officer. Mr. McKeag was named Director of Heartland Financial USA, Inc. Insurance Services in 2015. Prior to joining Heartland, Mr. McKeag served as Executive Vice President, Corporate Controller and Principal Accounting Officer with Associated Banc-Corp in Green Bay, Wisconsin. Prior to Associated Banc-Corp, Mr. McKeag spent 9 years in various finance positions at JP Morgan and 9 years in public accounting at KPMG in Minneapolis. He is an inactive holder of the certified public accountant certification.

Brian J. Fox joined Heartland in 2010 as Executive Vice President, Operations. From 2008 until joining Heartland, Mr. Fox served as Chief Information Officer of First Olathe Bancshares in Overland Park, Kansas. For the eight years prior to joining First Olathe Bancshares, Mr. Fox drew on his 30 years of experience at various banking organizations to provide consulting services to over 100 community banks as Senior Consultant at Vitex, Inc. His areas of responsibility have included strategic planning, credit administration, loan workouts, information technology, project management, mortgage banking, deposit operations and loan operations.

David A. Prince joined Heartland in 2018 as Executive Vice President, Commercial Banking. Prior to joining Heartland, Mr. Prince was the Commercial Banking Group Executive Vice President at Associated Banc-Corp., headquartered in Green Bay, Wisconsin from 2010 until joining Heartland. Mr. Prince has served in leadership roles at GE Capital Commercial Finance and National City Bank and has extensive commercial lending experience.

Janet M. Quick was named Executive Vice President, Deputy Chief Financial Officer and Principal Accounting Officer in January 2016. Ms. Quick had served as Senior Vice President, Deputy Chief Financial Officer since July 2013. Ms. Quick has been with Heartland since 1994, serving in various audit, finance and accounting positions. Prior to joining Heartland, Ms. Quick was with Hawkeye Bancorporation in the corporate finance area. She is an active holder of the certified public accountant certification.

Michael J. Coyle joined Heartland in 2009 as Executive Vice President, Senior General Counsel. He serves as Corporate Secretary, which is a role he previously held from 2013 to 2018. In 2015, Mr. Coyle was named Secretary of Heartland Financial USA, Inc. Insurance Services. Prior to joining Heartland, Mr. Coyle was an attorney with the Dubuque, Iowa based law firm of Fuerste, Carew, Coyle, Juergens & Sudmeier, P.C. for 38 years, including 35 years as a senior partner. He has extensive experience in corporate and contract law.

Deborah K. Deters joined Heartland in 2017 as Executive Vice President, Chief Human Resource Officer. Ms. Deters most recently served as the Senior Vice President and Chief Human Resources Officer at HUB International, LTD., based in Chicago, Illinois from 2009 until joining Heartland. While at HUB she was named the organization's first Chief Human Resources Officer and transformed its Human Resources function while supporting the company’s growth from 4,000 to over 10,000 employees. Prior to HUB International, LTD., Ms. Deters held several positions over 17 years with Bally Entertainment, finishing as Senior Vice President, Chief Human Resource Officer of Bally Total Fitness.

Lynn H. Fuller was named President and Chief Executive Officer of Dubuque Bank and Trust Company in 2017. Mr. Fuller joined Heartland in 2013 as Executive Vice President, Corporate Director of Retail. In 2016, Mr. Fuller assumed the position of Market President of Dubuque Bank and Trust Company, and in 2017, Mr. Fuller was named President and Chief Executive Officer of Dubuque Bank and Trust Company. He serves on the board of Dubuque Bank and Trust Company. Prior to joining Heartland, from 2010 to 2013, Mr. Fuller was a Case Team Leader at Bain & Company in Chicago, Illinois. He led his team in providing expert advice on client issues and industry topics and recommended solutions.

Tamina L. O'Neill joined Heartland in 2019 as Executive Vice President, Chief Risk Officer. Ms. O’Neill was most recently the Director of Enterprise Risk Management at MB Financial Bank, a Chicago based mid-size institution from 2013 until joining Heartland. Ms. O’Neill’s experience spans small, mid-size and larger global financial institutions as her financial services and risk management career started approximately 30 years ago with LaSalle Bank/ABN AMRO, a multi-national global financial institution. Over the course of her career, she has built programs and led teams in government lending, commercial banking compliance, corporate compliance, operational risk and enterprise risk management.

Andrew E. Townsend was named Executive Vice President, Chief Credit Officer, of Heartland in 2016. Mr. Townsend joined Dubuque Bank and Trust Company in 1993 as a Loan Review Officer and was selected to join Galena State Bank as Executive Vice President, Head of Lending in 1996. In 2003, Mr. Townsend assumed the position of President and CEO of Galena State Bank and joined the bank's board of directors. He was named Deputy Chief Credit Officer of Heartland in 2013. Prior to joining Heartland, he worked at Bank One in the loan review area and had also been an examiner for the Iowa Division of Banking.



PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Heartland's common stock was held by approximately 2,900 stockholders of record as of February 14, 2020, and approximately 19,500 additional stockholders held shares in street name. The common stock of Heartland has been quoted on the Nasdaq Stock Market since May 2003 under the symbol "HTLF" and is a Nasdaq Global Select Market security.

Effective January 24, 2008, Heartland's board of directors authorized management to acquire and hold up to 500,000 shares of common stock as treasury shares at any one time. Heartland and its affiliated purchasers made no purchases of its common stock during the year ended December 31, 2019.

The following table and graph show a five-year comparison of cumulative total returns for Heartland, the Nasdaq Composite Index, the SNL U.S. Bank Nasdaq Index and the SNL Bank and Thrift Index, in each case assuming investment of $100 on December 31, 2014, and reinvestment of dividends. The table and graph were prepared at our request by S&P Global Market Intelligence.
Cumulative Total Return Performance
12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019
Heartland Financial USA, Inc. $ 100.00    $ 117.25    $ 181.93    $ 205.52    $ 170.20    $ 195.50   
Nasdaq Composite Index 100.00    106.96    116.45    150.96    146.67    200.49   
SNL U.S. Bank NASDAQ Index 100.00    107.95    149.68    157.58    132.82    166.75   
SNL Bank and Thrift Index 100.00    102.02    128.80    151.45    125.81    170.04   

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
ASSUMES $100 INVESTED ON DECEMBER 31, 2014
* Total return assumes reinvestment of dividends

HTLF-20191231_G1.JPG




ITEM 6. SELECTED FINANCIAL DATA

The following tables contain selected historical financial data for Heartland for the years ended December 31, 2019, 2018, 2017, 2016 and 2015. The selected historical consolidated financial information set forth below is qualified in its entirety by reference to, and should be read in conjunction with, Heartland’s consolidated financial statements and notes thereto, included elsewhere in this Annual Report on Form 10-K, and Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations."

SELECTED FINANCIAL DATA
(Dollars in thousands, except per share data)
For the Years Ended December 31,
  2019 2018 2017 2016 2015
STATEMENT OF INCOME DATA          
Interest income $ 514,329    $ 465,820    $ 363,658    $ 326,479    $ 265,968   
Interest expense 80,600    51,866    33,350    31,813    31,970   
Net interest income 433,729    413,954    330,308    294,666    233,998   
Provision for loan losses 16,657    24,013    15,563    11,694    12,697   
Net interest income after provision for loan losses 417,072    389,941    314,745    282,972    221,301   
Noninterest income 116,208    109,160    102,022    113,601    110,685   
Noninterest expenses 349,161    353,888    297,675    279,668    251,046   
Income taxes 34,990    28,215    43,820    36,556    20,898   
Net income 149,129    116,998    75,272    80,349    60,042   
Preferred dividends and discount —    (39)   (58)   (292)   (817)  
Interest expense on convertible preferred debt —    —    12    51    —   
Net income available to common stockholders $ 149,129    $ 116,959    $ 75,226    $ 80,108    $ 59,225   
PER COMMON SHARE DATA      
Net income – diluted $ 4.14    $ 3.52    $ 2.65    $ 3.22    $ 2.83   
Cash dividends $ 0.68    $ 0.59    $ 0.51    $ 0.50    $ 0.45   
Dividend payout ratio 16.43  % 16.76  % 19.25  % 15.53  % 15.90  %
Book value per common share (GAAP) $ 43.00    $ 38.44    $ 33.07    $ 28.31    $ 25.92   
Tangible book value per common share (non-GAAP)(1)
$ 29.51    $ 25.70    $ 23.99    $ 22.55    $ 20.57   
Weighted average shares outstanding-diluted 36,061,908    33,213,148    28,425,652    24,873,430    20,929,385   
Tangible common equity ratio (non-GAAP)(1)
8.52  % 8.08  % 7.53  % 7.28  % 6.09  %
Reconciliation of Tangible Book Value Per Common Share (non-GAAP)(1)
Common stockholders' equity (GAAP) $ 1,578,137    $ 1,325,175    $ 990,519    $ 739,559    $ 581,475   
  Less goodwill 446,345    391,668    236,615    127,699    97,852   
  Less core deposit intangibles and customer relationship intangibles, net
48,688    47,479    35,203    22,775    22,020   
Tangible common stockholders' equity (non-GAAP) $ 1,083,104    $ 886,028    $ 718,701    $ 589,085    $ 461,603   
Common shares outstanding, net of treasury stock 36,704,278    34,477,499    29,953,356    26,119,929    22,435,693   
Common stockholders' equity (book value) per share (GAAP) $ 43.00    $ 38.44    $ 33.07    $ 28.31    $ 25.92   
Tangible book value per common share (non-GAAP) $ 29.51    $ 25.70    $ 23.99    $ 22.55    $ 20.57   
Reconciliation of Tangible Common Equity Ratio (non-GAAP)(1)
Total assets (GAAP) $ 13,209,597    $ 11,408,006    $ 9,810,739    $ 8,247,079    $ 7,694,754   
    Less goodwill 446,345    391,668    236,615    127,699    97,852   
    Less core deposit intangibles and customer relationship
intangibles, net
48,688    47,479    35,203    22,775    22,020   
Total tangible assets (non-GAAP) $ 12,714,564    $ 10,968,859    $ 9,538,921    $ 8,096,605    $ 7,574,882   
Tangible common equity ratio (non-GAAP) 8.52  % 8.08  % 7.53  % 7.28  % 6.09  %
(1) Refer to the "Non-GAAP Financial Measures section after these financial tables for additional information on the usage and presentation of these non-GAAP measures, and refer to these tables for reconciliations to the most directly comparable GAAP measures.




SELECTED FINANCIAL DATA (Continued)
(Dollars in thousands, except per share data)
As of and For the Years Ended December 31,
  2019 2018 2017 2016 2015
BALANCE SHEET DATA        
Investments $ 3,435,441    $ 2,715,388    $ 2,492,866    $ 2,131,086    $ 1,878,994   
Loans held for sale 26,748    119,801    44,560    61,261    74,783   
Total net loans receivable held to maturity 8,367,917    7,407,697    6,391,464    5,351,719    5,001,486   
Allowance for loan losses 70,395    61,963    55,686    54,324    48,685   
Total assets 13,209,597    11,408,006    9,810,739    8,247,079    7,694,754   
Total deposits(1)
11,044,331    9,396,429    8,146,909    6,847,411    6,405,823   
Long-term obligations 275,773    274,905    285,011    288,534    263,214   
Preferred equity —    —    938    1,357    81,698   
Common stockholders’ equity 1,578,137    1,325,175    990,519    739,559    581,475   
EARNINGS PERFORMANCE DATA      
Return on average total assets 1.24  % 1.09  % 0.83  % 0.98  % 0.88  %
Return on average common equity (GAAP) 10.12    9.93    8.63    11.80    11.92   
Return on average tangible common equity (non-GAAP)(2)
15.73    15.72    12.05    15.84    14.36   
Net interest margin (GAAP) 4.00    4.26    4.04    3.95    3.80   
Net interest margin, fully tax-equivalent (non-GAAP)(2)
4.04    4.32    4.22    4.13    3.97   
Efficiency ratio, fully tax-equivalent (non-GAAP)(2)
63.11    63.54    65.41    66.24    69.16   
Earnings to fixed charges:    
Excluding interest on deposits 9.84x 8.59x 7.69x 7.27x 5.20x
Including interest on deposits 2.85    3.65    4.30    4.38    3.33   
ASSET QUALITY RATIOS      
Nonperforming assets to total assets 0.66  % 0.69  % 0.76  % 0.91  % 0.67  %
Nonperforming loans to total loans 0.96    0.98    0.99    1.20    0.79   
Net loan charge-offs to average loans 0.11    0.25    0.24    0.11    0.12   
Allowance for loan losses to total loans 0.84    0.84    0.87    1.02    0.97   
Allowance for loan losses to nonperforming loans 87.28    85.27    87.82    84.37    122.77   
CONSOLIDATED CAPITAL RATIOS      
Average equity to average assets 12.26  % 10.94  % 9.69  % 8.53  % 8.55  %
Average common equity to average assets 12.26    10.93    9.68    8.31    7.35   
Total capital to risk-adjusted assets 13.75    13.72    13.45    14.01    13.74   
Tier 1 capital 12.31    12.16    11.70    11.93    11.56   
Common Equity Tier 1 10.88    10.66    10.07    10.09    8.23   
Tier 1 leverage 10.10    9.73    9.20    9.28    9.58   
Reconciliation of Return on Average Tangible Common Equity (non-GAAP)(2)
Net income available to common stockholders (GAAP) $ 149,129    $ 116,959    $ 75,226    $ 80,108    $ 59,225   
Plus core deposit and customer intangibles amortization, net of tax(3)
9,458    7,391    3,950    3,660    1,936   
Adjusted net income available to common stockholders (non-GAAP) $ 158,587    $ 124,350    $ 79,176    $ 83,768    $ 61,161   
Average common stockholders' equity (GAAP) $ 1,473,396    $ 1,177,346    $ 871,683    $ 678,989    $ 496,877   
    Less average goodwill 415,841    340,352    184,554    125,724    56,781   
    Less average other intangibles, net 49,377    46,206    30,109    24,553    14,153   
Average tangible common equity (non-GAAP) $ 1,008,178    $ 790,788    $ 657,020    $ 528,712    $ 425,943   
Annualized return on average common equity (GAAP) 10.12  % 9.93  % 8.63  % 11.80  % 11.92  %
Annualized return on average tangible common equity (non-GAAP) 15.73  % 15.72  % 12.05  % 15.84  % 14.36  %



SELECTED FINANCIAL DATA (Continued)
(Dollars in thousands, except per share data)
As of and For the Years Ended December 31,
  2019 2018 2017 2016 2015
Reconciliation of Annualized Net Interest Margin,
Fully Tax-Equivalent (non-GAAP)(2)
Net Interest Income (GAAP) $ 433,729    $ 413,954    $ 330,308    $ 294,666    $ 233,998   
    Plus tax-equivalent adjustment(3)
4,929    6,228    15,139    12,919    10,216   
Net interest income - tax-equivalent (non-GAAP)
$ 438,658    $ 420,182    $ 345,447    $ 307,585    $ 244,214   
Average earning assets $ 10,845,940    $ 9,718,106    $ 8,181,914    $ 7,455,217    $ 6,152,090   
Net interest margin (GAAP) 4.00  % 4.26  % 4.04  % 3.95  % 3.80  %
Net interest margin, fully tax-equivalent (non-GAAP) 4.04  % 4.32  % 4.22  % 4.13  % 3.97  %
Reconciliation of Non-GAAP Measure-Efficiency Ratio(2)
Net Interest Income (GAAP) $ 433,729    $ 413,954    $ 330,308    $ 294,666    $ 233,998   
    Plus tax-equivalent adjustment(3)
4,929    6,228    15,139    12,919    10,216   
Net interest income - tax-equivalent (non-GAAP)
438,658    420,182    345,447    307,585    244,214   
Noninterest income 116,208    109,160    102,022    113,601    110,685   
Securities gains, net (7,659)   (1,085)   (6,973)   (11,340)   (13,143)  
Unrealized gain on equity securities, net (525)   (212)   —    —    —   
Impairment loss on securities —    —    —    —    769   
Gain on extinguishment of debt (375)   —    (1,280)   —    —   
Valuation adjustment on servicing rights 911    46    (21)   33    —   
Adjusted income (non-GAAP) $ 547,218    $ 528,091    $ 439,195    $ 409,879    $ 342,525   
Total noninterest expenses (GAAP) $ 349,161    $ 353,888    $ 297,675    $ 279,668    $ 251,046   
Less:
Core deposit intangibles and customer relationship intangibles amortization 11,972    9,355    6,077    5,630    2,978   
Partnership investment in tax credit projects 8,030    4,233    1,860    1,051    4,357   
(Gain)/loss on sales/valuations of assets, net (19,422)   2,208    2,475    1,478    6,821   
Restructuring expenses 3,227    2,564    —    —    —   
Adjusted noninterest expenses (non-GAAP) $ 345,354    $ 335,528    $ 287,263    $ 271,509    $ 236,890   
Efficiency ratio, fully tax-equivalent (non-GAAP) 63.11  % 63.54  % 65.41  % 66.24  % 69.16  %
(1) Excludes deposits held for sale.
(2) Refer to the "Non-GAAP Financial Measures" section after these financial tables for additional information on the usage and presentation of these non-GAAP measures, and refer to these financial tables for the reconciliations to the most directly comparable GAAP measures.
(3) Computed on a tax-equivalent basis using an effective tax rate of 21% for periods after January 1, 2018, and a 35% effective tax rate for periods prior to January 1, 2018.

Non-GAAP Financial Measures

This Annual Report on Form 10-K contains references to financial measures which are not defined by generally accepted accounting principles ("GAAP"). Management believes the non-GAAP measures are helpful for investors to analyze and evaluate Heartland's financial condition and operating results. However, these non-GAAP measures have inherent limitations and should not be considered a substitute for operating results determined in accordance with GAAP. Additionally, because non-GAAP measures are not standardized, it may not be possible to compare the non-GAAP measures presented in this section with other companies' non-GAAP measures. Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure may be found in the financial tables above.

The non-GAAP measures presented in this Annual Report on Form 10-K, management's reason for including each measure and the method of calculating each measure are presented below:

Annualized return on average tangible common equity is net income available to common stockholders plus core deposit and customer relationship intangibles amortization, net of tax, divided by average common stockholders'



equity less goodwill and core deposit and customer relationship intangibles, net. This measure is included as it is considered to be a critical metric to analyze and evaluate financial condition and capital strength.
Annualized net interest margin, fully tax-equivalent, adjusts net interest income for the tax-favored status of certain loans and securities. Management believes this measure enhances the comparability of net interest income arising from taxable and tax-exempt sources.
Efficiency ratio, fully tax equivalent, expresses noninterest expenses as a percentage of fully tax-equivalent net interest income and noninterest income. This efficiency ratio is presented on a tax-equivalent basis which adjusts net interest income and noninterest expenses for the tax favored status of certain loans, securities, and tax credit projects. Management believes the presentation of this non-GAAP measure provides supplemental useful information for proper understanding of the financial results as it enhances the comparability of income and expenses arising from taxable and nontaxable sources and excludes specific items as noted in reconciliation contained in this Annual Report on Form 10-K.
Tangible book value per common share is total common stockholders' equity less goodwill and core deposit and customer relationship intangibles, net, divided by common shares outstanding, net of treasury. This measure is included as it is considered to be a critical metric to analyze and evaluate use of equity, financial condition and capital strength.
Tangible common equity ratio is total common stockholders' equity less goodwill and core deposit and customer relationship intangibles, net, divided by total assets less goodwill and core deposit and customer relationship intangibles, net. This measure is included as it is considered to be a critical metric to analyze and evaluate use of equity, financial condition and capital strength.
Organic deposit growth is exclusive of deposits obtained through acquisitions and the reclassification of deposits that are held for sale. Management believes that this measure provides a more complete understanding of underlying trends in deposit growth notwithstanding dispositions and acquisitions.
Organic loan growth is exclusive of loans obtained through acquisitions and the reclassification of loans that are held for sale. Management believes that this measure provides a more complete understanding of underlying trends in loan growth notwithstanding dispositions and acquisitions.




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of the consolidated financial condition and results of operations of Heartland as of the dates and for the periods indicated is presented below. This discussion should be read in conjunction with the Selected Financial Data, the consolidated financial statements and the notes thereto and other financial data appearing elsewhere in this Annual Report on Form 10-K. The consolidated financial statements include the accounts of Heartland and its subsidiaries, all of which are wholly-owned.

For a discussion of 2017 results of operations, including a discussion of the financial results for the fiscal year ended December 31, 2018, compared to the fiscal year ended December 31, 2017, refer to Part I, Item 7 of our Annual Report on Form 10-K, which was filed with the SEC on February 27, 2019.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, income and expenses. These estimates are based upon historical experience and on various other assumptions that management believes are reasonable under the circumstances. Among other things, the estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Refer to Note 1, "Summary of Significant Accounting Policies," for further discussion on Heartland's critical accounting policies.

The estimates and judgments that management believes have the most effect on Heartland’s reported financial position and results of operations are as follows:

Allowance For Loan Losses

The process utilized by Heartland to estimate the allowance for loan losses is considered a critical accounting policy for Heartland. The allowance for loan losses represents management’s estimate of identified and unidentified probable losses in the existing loan portfolio. Therefore, the accuracy of this estimate could have a material impact on Heartland’s earnings.

Our allowance for loan losses methodology includes the establishment of a dual risk rating system, which allows the utilization of a probability of default and loss given default for certain commercial and agricultural loans in the calculation of the allowance for loan losses. The probability of default and loss given default methodology have been developed using Heartland’s default and loss experience over historical observation periods. Heartland's allowance for loan losses methodology also utilizes loss emergence periods, which represents the average amount of time from the point that a loss is incurred to the point at which the loss is confirmed. The loss rates used in the allowance calculation are periodically re-evaluated and adjusted to reflect changes in historical loss levels or other risks. In addition to past loss experience, management also utilizes certain qualitative factors in our allowance for loan losses methodology including the overall composition of the loan portfolio, general economic conditions, types of loans, loan collateral values, and trends in loan delinquencies and non-performing assets. In addition to the allowance methodology, our software also has the ability to perform stress testing and migration analysis on various portfolio segments.

For loans individually evaluated and determined to be impaired, the allowance is allocated on a loan-by-loan basis as deemed necessary. These estimates reflect consideration of one of the following impairment measurement methods as of the evaluation date:

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.

All other loans, including individually evaluated loans determined not to be impaired, are segmented into groups of loans with similar risk characteristics for evaluation and analysis. Loss rates for various collateral types of commercial and agricultural loans are based upon the realizable value historically received on the various types of collateral. For smaller commercial and agricultural loans, residential real estate loans and consumer loans, a historical loss rate is established for each group of loans based upon an average loss rate calculated using a historical observation period of twelve quarters. The appropriateness of the allowance for loan losses is monitored on an ongoing basis by the loan review staff, senior management and the boards of directors of each Bank.




There can be no assurances that the allowance for loan losses will be adequate to cover all probable loan losses, but management believes that the allowance for loan losses was appropriate at December 31, 2019. While management uses available information to provide for loan losses, the ultimate collectability of a substantial portion of the loan portfolio and the need for future additions to the allowance will be based on changes in economic conditions. Should the economic climate deteriorate, borrowers may experience difficulty, and the level of nonperforming loans, charge-offs, and delinquencies could rise and require further increases in the provision for loan losses. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses carried by the Banks. Such agencies may require us to make additional provisions to the allowance based upon their judgment about information available to them at the time of their examinations.

Business Combinations, Goodwill and Core Deposit Intangibles

We record all assets and liabilities purchased in an acquisition, including intangibles, at fair value. Determining the fair value of assets and liabilities acquired often involves estimates based on third-party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques that may include the use of estimates. Goodwill and indefinite-lived assets are not amortized but are subject, at a minimum, to annual tests for impairment. In certain situations, interim impairment tests may be required if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Core deposit intangibles assets are amortized over their estimated useful lives using straight-line and accelerated methods and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount.

The initial fair value measurement of loans and core deposit intangibles require us to make subjective judgments concerning estimates of how the acquired assets will perform in the future using valuation methods. The fair value of acquired loans is based on a discounted cash flow methodology that projects principal and interest payments using key assumptions related to the discount rate and loss rates. The fair value of core deposit intangibles is based on the cost savings approach under a discounted cash flow methodology, whereby projected net cash flow benefits are derived from estimating costs to carry deposits compared to alternative funding costs, and includes key assumptions related to the discount rate, deposit attrition rates and net costs, including discounted cash flow analyses. Events and factors that may significantly affect the estimates include, among others, competitive forces, customer behaviors, changes in revenue growth trends, cost structures, technology, changes in discount rates and market conditions. In determining the reasonableness of cash flow estimates, Heartland reviews historical performance of the underlying assets or similar assets in an effort to assess and validate assumptions utilized in its estimates.

OVERVIEW

Heartland is a multi-bank holding company providing banking, mortgage, wealth management, investments and insurance services to individuals and businesses. As of the date of this Annual Report on Form 10-K, Heartland has eleven banking subsidiaries with 115 locations in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. Our primary objectives are to increase profitability and diversify our market area and asset base by expanding through acquisitions and to grow organically by increasing our customer base in the markets we serve.

Our results of operations depend primarily on net interest income, which is the difference between interest income from interest earning assets and interest expense on interest bearing liabilities. Noninterest income, which includes service charges and fees, loan servicing income, trust income, brokerage and insurance commissions, securities gains and gains on sale of loans held for sale and income on bank owned life insurance also affects our results of operations. Our principal operating expenses, aside from interest expense, consist of the provision for loan losses, salaries and employee benefits, occupancy and equipment costs, professional fees, advertising, core deposit intangibles and customer relationship intangibles amortization and other real estate and loan collection expenses.

2019 Overview

Net income available to common stockholders was $149.1 million, or $4.14 per diluted common share, for the year ended December 31, 2019, compared to $117.0 million, or $3.52 per diluted common share, earned during the prior year. Return on average common equity was 10.12% and return on average assets was 1.24% for 2019, compared to 9.93% and 1.09%, respectively, for 2018.

In keeping with its focus on core businesses and execution of strategic priorities, which included select divestitures and optimization of branch locations, Heartland completed the following transactions since January 1, 2019:




Blue Valley Ban Corp. Acquisition

On May 10, 2019, Heartland completed the acquisition of Blue Valley Ban Corp. and its wholly-owned subsidiary, Bank of Blue Valley, headquartered in Overland Park, Kansas. Based on Heartland's closing common stock price of $44.78 per share on May 10, 2019, the aggregate consideration paid to Blue Valley Ban Corp. common shareholders was $92.3 million, which was paid by delivery of 2,060,258 shares of Heartland common stock. On the closing date, in addition to this merger consideration, Heartland provided Blue Valley Ban Corp. the funds necessary to repay outstanding debt of $6.9 million, and Heartland assumed $16.1 million of trust preferred securities at fair value. Immediately following the closing of the transaction, Bank of Blue Valley was merged with and into Heartland's wholly-owned Kansas subsidiary, Morrill & Janes Bank and Trust Company, and the combined entity operates under the Bank of Blue Valley brand. As of the closing date, Blue Valley Ban Corp. had, at fair value, total assets of $766.2 million, total loans held to maturity of $542.0 million, and total deposits of $617.1 million. The transaction was a tax-free reorganization with respect to the stock consideration received by the stockholders of Blue Valley Ban Corp.

Rockford Bank and Trust Company Asset Purchase and Assumption
On November 30, 2019, Heartland's Illinois Bank & Trust subsidiary completed its acquisition of substantially all of the assets and substantially all of the deposits and certain other liabilities of Rockford Bank and Trust Company, headquartered in Rockford, Illinois. The all-cash payment was approximately $46.6 million. Rockford Bank and Trust Company was a wholly-owned subsidiary of Moline, Illinois-based QCR Holdings, Inc. As of the closing date, Rockford Bank and Trust Company had, at fair value, total assets of $495.7 million, which included $354.0 million of gross loans held to maturity, and $430.3 million of deposits.

The financial impact of the Blue Valley Ban Corp. and Rockford Bank and Trust Company acquisitions are included in the results of operations for the year ended December 31, 2019, but not in the results of operations for the period ended December 31, 2018.

Branch Sales and Other Divestitures

On January 11, 2019, Heartland exited the consumer finance business and entered into an agreement to sell the loan portfolios of its consumer finance subsidiaries, Citizens Finance Co. and Citizens Finance of Illinois Co. (collectively, "Citizens"). The loan portfolios had a fair value of $67.2 million and were classified as held for sale as of December 31, 2018. All of the Citizens locations closed in February 2019.
On February 22, 2019, Heartland completed the sale of two branch locations of Wisconsin Bank & Trust. The sale included loans of $11.7 million and deposits of $48.6 million. Heartland recorded a net gain of $3.2 million in the first quarter of 2019, which consisted of a gain of $3.5 million and write-off of $329,000 of core deposit intangibles.
On April 30, 2019, Dubuque Bank and Trust Company closed on the sale of substantially all its mortgage servicing rights portfolio, which contained loans with an unpaid principal balance of approximately $3.31 billion to PNC Bank, N.A. The transaction qualified as a sale, and $20.6 million of mortgage servicing rights were de-recognized on the consolidated balance sheet as of June 30, 2019. Cash of $36.6 million was received during 2019, and Heartland recorded a gain on the sale of this portfolio of $14.5 million. In the agreement, which includes customary terms and conditions, Dubuque Bank and Trust Company provided interim servicing of the loans until the transfer date, which was August 1, 2019.
On May 3, 2019, Heartland completed the sale of two branches of Illinois Bank & Trust. The sale included loans of $1.2 million and deposits of $11.4 million. Heartland recorded a net gain of $340,000 in the second quarter of 2019, which consisted of a gain of $519,000 and write-off of $179,000 of core deposit intangibles.
On May 17, 2019, Heartland completed the sale of one branch of Citywide Banks. The sale included loans of $8.4 million and deposits of $24.4 million. Heartland recorded a net gain of $1.6 million in the second quarter of 2019, which consisted of a gain of $1.8 million and write-off of $174,000 of core deposit intangibles.
On May 31, 2019, Heartland completed the sale of two branch locations of Dubuque Bank and Trust Company, which operated as First Community Bank, in Keokuk, Iowa. The sale included loans of $17.5 million and deposits of $72.0 million. Heartland recorded a gain of $4.2 million in the second quarter of 2019.

Through the end of 2019, approximately $14 million of the net gains from the divestitures were invested in talent, process improvement, and technology upgrades that management believes are necessary to support future organic and acquired growth, improve efficiency and ultimately provide a superior customer experience and enhance profitability. Three of the most significant investments in technology and process improvement are:




a project called Operation Customer Compass, which is focused gaining efficiencies through streamlined and automated processes.
an upgrade to the existing customer relationship management system to the Salesforce Platform, which is an industry leader for relationship management, and,
the implementation of nCino, a premier commercial loan origination system.

Operation Customer Compass is intended to create back-office capacity for growth and enhance the customer experience through streamlining processes and creating efficiencies. During 2019, full-time equivalent employees were reduced to 1,908 at year-end compared to 2,045 at year-end 2018 while assets grew $1.80 billion. Expense reductions of over $10 million annually are expected to be realized once the project is completed, and management expects the efficiency ratio to move below 60% in 2020.

The upgrade to Salesforce and the implementation of nCino is expected to significantly improve the sales management process and improve the efficiency of the commercial sales teams. The integration between nCino and Salesforce is expected to improve back office functions and shorten the sales cycle. These two projects have launched at two of the Banks and are expected to be rolled out to the remaining banks by mid-2020.

Total assets of Heartland were $13.21 billion at December 31, 2019, an increase of $1.80 billion or 16% from $11.41 billion at year-end 2018. Included in this increase, at fair value, were $766.2 million of assets acquired in the Blue Valley Ban Corp. transaction and $495.7 million of assets acquired in the Rockford Bank and Trust transaction. Exclusive of these transactions, total assets increased $539.7 million or 5% since December 31, 2018. Securities represented 26% of Heartland's total assets at December 31, 2019, compared to 24% at year-end 2018.

Total loans held to maturity were $8.37 billion at December 31, 2019, compared to $7.41 billion at year-end 2018, an increase of $960.2 million or 13%. This change includes $896.0 million of total loans held to maturity acquired at fair value in the Blue Valley Ban Corp. and Rockford Bank and Trust transactions. During the first quarter of 2019, Heartland classified $32.1 million of loans as held for sale in conjunction with the branch sales. Excluding the reclassification of loans to held for sale and the Blue Valley Ban Corp. and Rockford Bank and Trust transactions, total loans held to maturity organically grew $96.3 million or 1% since December 31, 2018.

Total deposits were $11.04 billion as of December 31, 2019, compared to $9.40 billion at year-end 2018, an increase of $1.65 billion or 18%. This increase includes $1.05 billion of deposits acquired at fair value in the Blue Valley Ban Corp. and Rockford Bank and Trust transactions. During the first quarter of 2019, Heartland classified $77.0 million of deposits as held for sale in conjunction with the branch sales. Exclusive of the reclassification of deposits to held for sale and the deposits acquired at fair value in the Blue Valley Ban Corp. and Rockford Bank and Trust transactions, total deposits organically grew $677.5 million or 7% since December 31, 2018.

Common stockholders' equity was $1.58 billion at December 31, 2019, compared to $1.33 billion at year-end 2018. Book value per common share was $43.00 at December 31, 2019, compared to $38.44 at year-end 2018. Heartland's unrealized gains and losses on securities available for sale, net of applicable taxes, reflected an unrealized gain of $969,000 at December 31, 2019, compared to an unrealized loss of $32.5 million at December 31, 2018.

2018 Overview

Net income recorded for 2018 was $117.0 million compared to $75.3 million recorded in 2017, an increase of $41.7 million or 55%. Net income available to common stockholders was $117.0 million, or $3.52 per diluted common share, for the year ended December 31, 2018, compared to $75.2 million, or $2.65 per diluted common share, earned during 2017. Return on average common equity was 9.93% and return on average assets was 1.09% for 2018, compared to 8.63% and 0.83%, respectively, for 2017.

2018 Transactions

On February 23, 2018, Heartland completed the acquisition of Signature Bancshares, Inc., parent company of Signature Bank, headquartered in Minnetonka, Minnesota. Under the terms of the definitive merger agreement, Heartland acquired Signature Bancshares, Inc. in a transaction valued at approximately $61.4 million, of which $7.8 million was cash, and the remainder was settled by delivery of 1,000,843 shares of Heartland common stock. Simultaneous with the close, Signature Bank merged into Heartland's wholly-owned Minnesota Bank & Trust



subsidiary, and the combined entity operates under the Minnesota Bank & Trust brand name. The transaction included, at fair value, total assets of $427.1 million, including $324.5 million of gross loans held to maturity, and deposits of $357.3 million. On the closing date, Heartland provided Signature Bancshares, Inc. the funds necessary to repay outstanding subordinated debt of $5.9 million.
On May 18, 2018, Heartland completed the acquisition of Lubbock, Texas based First Bank Lubbock Bancshares, Inc., parent company of First Bank & Trust, and PrimeWest Mortgage Corporation, which is a wholly-owned subsidiary of First Bank & Trust. Under the terms of the definitive merger agreement, Heartland acquired First Bank Lubbock Bancshares, Inc. in a transaction valued at approximately $189.9 million, of which $5.5 million was cash, and the remainder was settled by delivery of 3,350,664 shares of Heartland common stock. On the closing date, in addition to this merger consideration, Heartland provided First Bank Lubbock Bancshares, Inc. the funds necessary to repay outstanding debt of $3.9 million, and Heartland assumed $8.2 million of trust preferred securities at fair value. Immediately after the close of the transaction, Heartland paid $13.3 million to the holders of First Bank Lubbock Bancshares, Inc.'s stock appreciation rights. The transaction included, at fair value, total assets of $1.12 billion, including $681.1 million of gross loans held to maturity, and deposits of $893.8 million. Upon closing of the transaction, First Bank & Trust became a wholly-owned subsidiary of Heartland and continues to operate under its current name and management team as Heartland's eleventh state-chartered bank.
In 2018, Heartland recorded $2.6 million of restructuring expenses related to its legacy retail mortgage lending operation. The restructuring projects were primarily related to fully outsourcing all aspects of its legacy mortgage lending business and included a workforce reduction of approximately 100 employees and the discontinuation of several information systems. Because of the significant reduction in infrastructure and employees, retail mortgage lending is no longer considered a separate business segment as of January 1, 2018. Heartland has partnered with third-party providers to offer residential mortgage loans to customers in many of its markets. PrimeWest Mortgage Corporation continues to serve customers in Texas and has expanded to serve customers in Heartland's Southwestern markets.

Total assets were $11.41 billion at December 31, 2018, an increase of $1.60 billion or 16% since year-end 2017. Included in this increase, at fair value, were $427.1 million of assets acquired in the Signature Bancshares, Inc. transaction, and $1.12 billion of assets acquired in the First Bank Lubbock Bancshares, Inc. transaction. Exclusive of these transactions, total assets increased $52.8 million or 1%. Securities represented 24% of total assets at December 31, 2018, compared to 25% at year-end 2017.

Total loans held to maturity were $7.41 billion at December 31, 2018, compared to $6.39 billion at year-end 2017, an increase of $1.02 billion or 16%. Excluding $96.0 million of loans that were classified as held for sale in conjunction with the pending branch sales and the Citizens transaction and $1.01 billion of loans acquired in 2018, total loans held to maturity increased $106.7 million or 2% since year-end 2017.

Total deposits were $9.40 billion as of December 31, 2018, compared to $8.15 billion at year-end 2017, an increase of $1.25 billion or 15%. This increase included $1.25 billion of deposits, at fair value, acquired in the Signature Bancshares, Inc. and First Bank Lubbock Bancshares, Inc. transactions. As of December 31, 2018, Heartland had $106.4 million of deposits classified as held for sale in conjunction with the pending branch sales. Exclusive of these transactions, total deposits increased $104.8 million or 1% since year-end 2017.

Common stockholders' equity was $1.33 billion at December 31, 2018, compared to $990.5 million at year-end 2017. Book value per common share was $38.44 at December 31, 2018, compared to $33.07 at year-end 2017. Heartland's unrealized gains and losses on securities available for sale, net of applicable taxes, reflected an unrealized loss of $32.5 million at December 31, 2018, compared to an unrealized loss of $24.3 million at December 31, 2017.




RECENT DEVELOPMENTS

Pending Acquisition-AIM Bancshares, Inc.
On February 11, 2020, Heartland entered into a definitive merger agreement to acquire AIM Bancshares, Inc., and its wholly-owned subsidiary, AimBank, headquartered in Levelland, Texas. As of the announcement date, the shares of Heartland common stock to be issued in the transaction along with cash to be paid to holders of AIM Bancshares, Inc. common stock and the cash to be paid to holders of in-the-money options to purchase AIM Bancshares, Inc. common stock, had an aggregate value of approximately $280.4 million. Simultaneous with the closing of the transaction, AimBank will merge into Heartland's Texas-based subsidiary, First Bank & Trust, and the combined entity will operate as First Bank & Trust. The amount of the merger consideration is subject to fluctuations in the price of Heartland common stock and certain potential adjustments, and the transaction is subject to customary closing conditions. As of December 31, 2019, AimBank had total assets of $1.78 billion, $1.16 billion of net loans outstanding, and $1.54 billion of deposits. The transaction is expected to close in the third quarter of 2020 with a systems conversion planned for the fourth quarter of 2020.

Accounting Pronouncement Adoption-ASU 2016-13
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)," commonly referred to as "CECL." Heartland adopted the accounting standard on January 1, 2020, as required. Management currently expects the adoption of ASU 2016-13 will result in an increase of $17.6 million to $28.2 million in the allowance for loan losses and the reserve for unfunded commitments and a reduction of the tangible common equity ratio of approximately 8 to 14 basis points. Because management is finalizing and refining its controls and processes, the ultimate impact of the adoption of ASU 2016-13 as of January 1, 2020, could differ from management's current expectation. Refer to Note 1, "Basis of Presentation," to the consolidated financial statements for further information on ASU 2016-13.

Under CECL, on the date of acquisition, acquired loans are divided into two categories: purchased-credit deteriorated ("PCD") loans and all other loans. The allowance for PCD loans is established through purchase accounting, and the allowance for all other loans is established through provision expense. Based on AimBank's loan portfolio as of October 31, 2019, an allowance of approximately $19.1 million established through purchase accounting would be required on the PCD loans, and an allowance of approximately $9.0 million established through provision expense would be required on all other loans when the transaction closes in the third quarter of 2020. This estimate could vary based upon changes in loan balances outstanding and credit quality. Any future acquisitions will negatively impact Heartland's earnings in the period of acquisition by the provision expense recorded on non-PCD loans.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

Heartland's management monitors and manages net interest income and net interest margin and shares the results with investors because they are indicators of Heartland's profitability and growth of earning assets.

Net interest income is the difference between interest income earned on earning assets and interest expense paid on interest bearing liabilities. As such, net interest income is affected by changes in the volume and yields on earning assets and the volume and rates paid on interest bearing liabilities. Net interest margin is the ratio of net interest income to average earning assets.

Net interest margin, expressed as a percentage of average earning assets, was 4.00% (4.04% on a fully tax-equivalent basis) during 2019, compared to 4.26% (4.32% on a fully tax-equivalent basis) during 2018 and 4.04% (4.22% on a fully tax-equivalent basis) during 2017. The sale of the Citizens' loan portfolios occurred in the first quarter of 2019, and these loan portfolios accounted for approximately 12 basis points and 17 basis points of margin, respectively, in 2018 and 2017. The Tax Cuts and Jobs Act that passed on December 22, 2017, reduced the corporate federal tax rate from a graduated maximum 35% to a flat 21%. With the new 21% corporate federal tax rate, which was effective January 1, 2018, the conversion factor to a fully tax-equivalent basis has decreased. The decline had no impact on net interest income but caused net interest margin on a fully tax-equivalent basis to decrease.

Our success in maintaining competitive net interest margin has been the result of an increase in average earning assets and a favorable deposit mix. Also contributing to our ability to maintain net interest margin has been the amortization of purchase accounting discounts associated with acquisitions completed since 2015. For the years ended December 31, 2019, 2018 and 2017, our net interest margin included 18 basis points, 22 basis points and 18 basis points, respectively, of purchase accounting discount amortization.




See "Analysis of Average Balances, Tax-Equivalent Yields and Rates" for a description of our use of net interest income and net interest margin on a fully tax-equivalent basis, which is not defined by GAAP, and a reconciliation of annualized net interest margin on a fully tax-equivalent basis to GAAP.

Interest income increased $48.5 million or 10% to $514.3 million in 2019 and increased $102.2 million or 28% to $465.8 million in 2018 from $363.7 million in 2017. The tax-equivalent adjustments for income taxes saved on the interest earned on nontaxable securities and loans were $4.9 million in 2019 and $6.2 million in 2018. With these adjustments, interest income on a tax-equivalent basis was $519.3 million during 2019, an increase of $47.2 million or 10%, and $472.0 million during 2018, an increase of $93.3 million or 25% from $378.8 million in 2017.

The average interest rate earned on total average earning assets was 4.79% during 2019 compared to 4.86% during 2018 and 4.63% during 2017. The overall tax-equivalent yield earned on the securities portfolio was 3.02% in 2019 compared to 2.95% in 2018 and 3.06% in 2017, an increase of 7 basis points in 2019 and a decrease of 11 basis points in 2018. The overall tax-equivalent yield earned on the loan portfolio was 5.55% in 2019 compared to 5.60% in 2018 and 5.33% in 2017, a decrease of 5 basis points in 2019 and an increase of 27 basis points in 2018. The percentage of average loans, which are typically the highest yielding asset, to total average earning assets was 71% during 2019 compared to 73% during 2018 and 71% during 2017.

The increases in interest income during both 2019 and 2018 were primarily due to growth in average earning assets, which totaled $10.85 billion during 2019 compared to $9.72 billion during 2018 and $8.18 billion during 2017. The increase in average earning assets was $1.13 billion or 12% for 2019 and $1.54 billion or 19% for 2018. A majority of the growth in average earning assets during both years was attributable to the acquisitions completed during 2019 and 2018.

Interest expense increased $28.7 million or 55% during 2019 to $80.6 million compared to $51.9 million during 2018 and increased $18.5 million or 56% during 2018 from $33.4 million during 2017. The average interest rate paid on Heartland's interest bearing deposits and borrowings was 1.14% in 2019 compared to 0.83% in 2018 and 0.61% in 2017. Average savings balances, as a percentage of total average interest bearing deposits, was 83% during 2019 compared to 82% in 2018 and 2017. The average interest rate paid on savings deposits was 0.85% during 2019 compared to 0.53% during 2018 and 0.27% during 2017. The increases in 2019 and 2018 in the average rate paid on interest bearing deposits were primarily attributable to the full year impact of the 2018 Federal Funds rate increases partially offset by the impact of the three Federal Funds rate cuts in the second half of 2019.

Net interest income totaled $433.7 million during 2019, an increase of $19.8 million or 5% from the $414.0 million recorded during 2018. Net interest income increased $83.6 million or 25% during 2018 from the $330.3 million recorded during 2017. After the tax-equivalent adjustment discussed above, net interest income on a fully tax-equivalent basis increased $18.5 million or 4% during 2019 and $74.7 million or 22% during 2018. Management believes net interest margin in dollars will continue to increase as the amount of earning assets grows, however net interest margin as a percentage of average earning assets may decrease because of interest rate changes. The Federal Reserve has indicated it will closely assess economic data and be patient before moving ahead with any additional changes to the Federal Funds rate; therefore, the timing and magnitude of any such changes are uncertain and will depend on domestic and global economic conditions.

We attempt to manage our balance sheet to minimize the effect that a change in interest rates has on our net interest margin. We plan to continue to work toward improving both our earning assets and funding mix through targeted organic growth strategies, which we believe will result in additional net interest income. We believe our net interest income simulations reflect a well-balanced and manageable interest rate posture. Item 7A of this Annual Report on Form 10-K contains additional information about the results of our most recent net interest income simulations. Note 12, "Derivative Financial Instruments" to the consolidated financial statements contains a detailed discussion of the derivative instruments we have utilized to manage interest rate risk.

The following table provides certain information relating to our average consolidated balance sheets and reflects the yield on average earning assets and the cost of average interest bearing liabilities for the years indicated, in thousands. Dividing income or expense by the average balance of assets or liabilities derives such yields and costs. Average balances are derived from daily balances, and nonaccrual loans and loans held for sale are included in each respective loan category. Assets with tax favorable treatment are evaluated on a tax-equivalent basis assuming a federal income tax rate of 21% beginning January 1, 2018, and 35% for all prior periods. Tax favorable assets generally have lower contractual pre-tax yields than fully taxable assets. A tax-equivalent yield is calculated by adding the tax savings to the interest earned on tax favorable assets and dividing by the average balance of the tax favorable assets. Deposits held for sale are included in each respective deposit category.




ANALYSIS OF AVERAGE BALANCES, TAX EQUIVALENT YIELDS AND RATES(1)
For the Year Ended December 31,   
  2019 2018 2017
Average
Balance
Interest Rate Average
Balance
Interest Rate Average
Balance
Interest Rate
Earning Assets
Securities:
Taxable $ 2,522,365    $ 73,147    2.90  % $ 1,999,321    $ 54,131    2.71  % $ 1,629,936    $ 38,365    2.35  %
Nontaxable(1)
313,197    12,491    3.99    439,894    17,873    4.06    617,267    30,305    4.91   
Total securities 2,835,562    85,638    3.02    2,439,215    72,004    2.95    2,247,203    68,670    3.06   
Interest bearing deposits with other banks and other short-term investments 313,373    6,695    2.14    197,562    3,698    1.87    136,555    1,547    1.13   
Federal funds sold 138      2.90    430    —    —    5,932    42    0.71   
Loans:(2)
Commercial and commercial real estate(1)
6,105,889    332,866    5.45    5,401,683    289,379    5.36    4,256,158    211,316    4.96   
Residential mortgage 656,741    30,552    4.65    692,310    32,047    4.63    655,515    30,242    4.61   
Agricultural and agricultural real estate(1)
550,231    29,438    5.35    549,346    28,331    5.16    498,032    23,651    4.75   
Consumer 448,230    25,802    5.76    496,900    37,250    7.50    437,356    35,194    8.05   
Fees on loans 8,263    —    9,339    —    8,135    —   
Less: allowance for loan losses (64,224)   —    —    (59,340)   —    —    (54,837)   —    —   
Net loans 7,696,867    426,921    5.55    7,080,899    396,346    5.60    5,792,224    308,538    5.33   
Total earning assets 10,845,940    519,258    4.79  % 9,718,106    472,048    4.86  % 8,181,914    378,797    4.63  %
Nonearning Assets 1,175,977    1,054,191    827,711   
Total Assets $ 12,021,917    $ 10,772,297    $ 9,009,625   
Interest Bearing Liabilities(3)
Savings $ 5,530,503    $ 47,069    0.85  % $ 4,779,977    $ 25,123    0.53  % $ 4,044,032    $ 11,107    0.27  %
Time deposits 1,115,785    16,665    1.49    1,058,769    10,544    1.00    902,255    7,172    0.79   
Short-term borrowings 126,337    1,748    1.38    142,295    1,696    1.19    190,040    678    0.36   
Other borrowings 275,982    15,118    5.48    272,545    14,503    5.32    290,398    14,393    4.96   
Total interest bearing liabilities 7,048,607    80,600    1.14  % 6,253,586    51,866    0.83  % 5,426,725    33,350    0.61  %
Noninterest Bearing Liabilities(3)
Noninterest bearing deposits 3,384,341    3,265,532    2,643,945   
Accrued interest and other liabilities 115,573    75,224    66,248   
Total noninterest bearing liabilities 3,499,914    3,340,756    2,710,193   
Stockholders' Equity 1,473,396    1,177,955    872,707   
Total Liabilities and Stockholders' Equity $ 12,021,917    $ 10,772,297    $ 9,009,625   
Net interest income, fully tax-equivalent (non-GAAP)(1)
$ 438,658    $ 420,182    $ 345,447   
Net interest spread(1)
3.65  % 4.03  % 4.02  %
Net interest income, fully tax-equivalent (non-GAAP) to total earning assets 4.04  % 4.32  % 4.22  %
(1) Computed on a tax-equivalent basis using an effective tax rate of 21% beginning January 1, 2018, and 35% for all prior periods.
(2) Nonaccrual loans and loans held for sale are included in the average loans outstanding.
(3) Includes deposits held for sale.

The following table presents the dollar amount of changes in interest income and interest expense for the major components of interest earning assets and interest bearing liabilities, in thousands. It quantifies the changes in interest income and interest expense related to changes in the average outstanding balances (volume) and those changes caused by fluctuating interest rates. For each category of interest earning assets and interest bearing liabilities, information is provided on changes attributable to (i) changes in volume, calculated by multiplying the difference between the average balance for the current period and the average balance for the prior period by the rate for the prior period, and (ii) changes in rate, calculated by multiplying the difference between the rate for the current period and the rate for the prior period by the average balance for the prior period. The unallocated change has been allocated pro rata to volume and rate variances.




ANALYSIS OF CHANGES IN NET INTEREST INCOME(1)
For the Years Ended December 31,
2019 Compared to 2018
Change Due to
2018 Compared to 2017
Change Due to
Volume Rate Net Volume Rate Net
EARNING ASSETS / INTEREST INCOME
Investment securities:
Taxable $ 14,953    $ 4,063    $ 19,016    $ 9,480    $ 6,286    $ 15,766   
Nontaxable(1)
(5,059)   (323)   (5,382)   (7,770)   (4,662)   (12,432)  
Interest bearing deposits 2,415    582    2,997    874    1,277    2,151   
Federal funds sold —        (20)   (22)   (42)  
Loans(1)(2)
34,195    (3,620)   30,575    71,484    16,324    87,808   
TOTAL EARNING ASSETS 46,504    706    47,210    74,048    19,203    93,251   
LIABILITIES / INTEREST EXPENSE
Interest bearing deposits(3):
Savings 4,439    17,507    21,946    2,328    11,688    14,016   
Time deposits 595    5,526    6,121    1,384    1,988    3,372   
Short-term borrowings (203)   255    52    (209)   1,227    1,018   
Other borrowings 185    430    615    (914)   1,024    110   
TOTAL INTEREST BEARING LIABILITIES 5,016    23,718    28,734    2,589    15,927    18,516   
NET INTEREST INCOME $ 41,488    $ (23,012)   $ 18,476    $ 71,459    $ 3,276    $ 74,735   
(1) Computed on a tax-equivalent basis using an effective tax rate of 21% beginning January 1, 2018, and 35% for all prior periods.
(2) Nonaccrual loans and loans held for sale are included in average loans outstanding.
(3) Includes deposits held for sale.

Provision For Loan Losses

A provision for loan losses is charged to expense to provide, in Heartland management’s opinion, an appropriate allowance for loan losses. In determining that the allowance for loan losses is appropriate, management uses factors that include the overall composition of the loan portfolio, general economic conditions, types of loans, loan collateral values, past loss experience, loan delinquencies, substandard credits and doubtful credits. Given the size of Heartland's loan portfolio, the level of organic loan growth, acquired loans that move out of the purchase accounting pool, changes in credit quality and the variability that can occur in the factors considered when determining the appropriateness of the allowance for loan losses, Heartland's provision for loan losses will vary from year to year. For additional details on the specific factors considered, refer to the discussion under the captions "Critical Accounting Policies" and "Allowance For Loan Losses" in this Annual Report on Form 10-K. Heartland believes the allowance for loan losses as of December 31, 2019, was at a level commensurate with the overall risk exposure of the loan portfolio. However, if economic conditions should become more unfavorable, certain borrowers may experience difficulty and the level of nonperforming loans, charge-offs and delinquencies could rise and require further increases in the provision for loan losses.

The provision for loan losses was $16.7 million during 2019 compared to $24.0 million during 2018 and $15.6 million during 2017. Loans covered by the allowance totaled $6.57 billion as of December 31, 2019, compared to $5.73 billion as of December 31, 2018, and $4.89 billion as of December 31, 2017.

Provision expense decreased $7.4 million or 31% during 2019 primarily due to the reduction of net charge offs. Net charge-offs totaled $8.2 million in 2019 compared to $17.7 million in 2018, which was a reduction of $9.5 million or 54%. In 2018, two impaired commercial loans from acquired portfolios totaling $5.8 million required provision expense of $4.0 million.

Additionally, provision expense was positively impacted by the sale of the Citizens' Finance loan portfolios in 2019. In 2019, a provision benefit of $631,000 was recorded at Citizens Finance Parent Co. compared to provision expense of $2.2 million in 2018, and $4.8 million in 2017.




The allowance for loan losses at December 31, 2019, was 0.84% of loans and 87.28% of nonperforming loans compared to 0.84% of loans and 85.27% of nonperforming loans at December 31, 2018, and 0.87% of loans and 87.82% of nonperforming loans at December 31, 2017.

Noninterest Income

The table below summarizes Heartland's noninterest income for the years indicated, in thousands:
NONINTEREST INCOME
For the Years Ended December 31, % Change
  2019 2018 2017 2019/2018 2018/2017
Service charges and fees $ 52,157    $ 48,706    $ 39,183    % 24  %
Loan servicing income 4,843    7,292    5,636    (34)   29   
Trust fees 19,399    18,393    15,818      16   
Brokerage and insurance commissions 3,786    4,513    4,033    (16)   12   
Securities gains, net 7,659    1,085    6,973    606    (84)  
Unrealized gain on equity securities, net 525    212    —    148    100   
Net gains on sale of loans held for sale 15,555    21,450    22,251    (27)   (4)  
Valuation allowance on servicing rights (911)   (46)   21    (1,880)   (319)  
Income on bank owned life insurance 3,785    2,793    2,772    36     
Other noninterest income 9,410    4,762    5,335    98    (11)  
Total Noninterest Income $ 116,208    $ 109,160    $ 102,022    % %

Noninterest income was $116.2 million in 2019 compared to $109.2 million in 2018, an increase of $7.0 million or 6%. This increase is the result of higher service charges and fees, securities gains, net and other noninterest income, the effect of which was partially offset by reduced loan servicing income and net gains on sale of loans held for sale. During 2018, noninterest income was $109.2 million compared to $102.0 million in 2017, an increase of $7.1 million or 7%. This increase reflected higher service charges and fees and trust fees, the effect of which was partially offset by lower net gains on sale of loans held for sale and lower net securities gains.

Service Charges and Fees
The following table summarizes the changes in service charges and fees for the years ended indicated, in thousands:
For the Years Ended December 31, % Change
2019 2018 2017 2019/2018 2018/2017
Service charges and fees on deposit accounts $ 12,790    $ 11,291    $ 9,570    13  % 18  %
Overdraft fees 11,543    10,796    9,365      15   
Customer service fees 331    330    296    —    11   
Credit card fee income 15,594    11,893    7,968    31    49   
Debit card income 11,899    14,396    11,984    (17)   20   
  Total service charges and fees $ 52,157    $ 48,706    $ 39,183    % 24  %

Total service charges and fees of $52.2 million in 2019 increased $3.5 million or 7% from $48.7 million in 2018 and $9.5 million or 24% from $39.2 million in 2017. Service charges on checking and savings accounts totaled $12.8 million during 2019 compared to $11.3 million during 2018 and $9.6 million during 2017. Overdraft fees totaled $11.5 million during 2019, $10.8 million during 2018 and $9.4 million during 2017. The increases in service charges and fees on deposit accounts and overdraft fees are primarily attributable to a larger customer base.

Credit card fee income totaled $15.6 million during 2019 compared to $11.9 million during 2018 and $8.0 million in 2017. These increases resulted primarily from efforts to increase the level of commercial credit card services provided at the Banks, including recently acquired Banks. Heartland has focused on expanding its card payment solution for businesses. As an example, Heartland introduced an expense management service that provides business customers the ability to more efficiently manage their card-based spending.




Interchange revenue from activity on bank debit cards, along with surcharges on ATM activity, resulted in debit card income of $11.9 million during 2019, $14.4 million during 2018 and $12.0 million during 2017. The decrease of $2.5 million or 17% during 2019 was primarily attributable to the impact of the Durbin amendment, which restricts interchange fees to those which are "reasonable and proportionate" for certain debit card issuers and limits the ability of networks and issuers to restrict debit card transaction routing. The Durbin Amendment was effective for Heartland on July 1, 2019.

Loan Servicing Income
The following tables show the changes in loan servicing income for the years indicated, in thousands:
For the Years Ended December 31, % Change
2019 2018 2017 2019/2018 2018/2017
Commercial and agricultural loan servicing fees(1)
$ 3,110    $ 3,229    $ 3,118    (4) % %
Residential mortgage servicing fees(2)
4,901    9,931    11,567    (51)   (14)  
Mortgage servicing rights amortization (3,168)   (5,868)   (9,049)   (46)   (35)  
   Total loan servicing income $ 4,843    $ 7,292    $ 5,636    (34) % 29  %
(1) Includes servicing fees for commercial, commercial real estate, agricultural and agricultural real estate loans and amortization of capitalized commercial servicing rights.
(2) Heartland's mortgage servicing portfolio totaled $616.7 million, $4.10 billion and $3.56 billion as of December 31, 2019, 2018 and 2017, respectively.

On April 30, 2019, Heartland's Dubuque Bank and Trust Company subsidiary sold substantially all of its mortgage servicing rights portfolio. This transaction did not impact the residential mortgage servicing portfolio of Heartland's PrimeWest Mortgage Corporation subsidiary.

Loan servicing income includes the fees collected for the servicing of commercial, agricultural, and mortgage loans, which are dependent upon the aggregate outstanding balance of these loans, rather than quarterly production and sale of these loans. Loan servicing income totaled $4.8 million for 2019 compared to $7.3 million for 2018 and $5.6 million for 2017. Loan servicing income related to the servicing of commercial and agricultural loans totaled $3.1 million during 2019 compared to $3.2 million during 2018 and $3.1 million during 2017.

Fees collected for the servicing of mortgage loans, primarily for GSEs, were $4.9 million during 2019 compared to $9.9 million during 2018 and $11.6 million during 2017. Included in and offsetting loan servicing income is the amortization of capitalized servicing rights, which was $3.2 million during 2019 compared to $5.9 million during 2018 and $9.0 million during 2017. The decrease in amortization of servicing rights in 2019 was primarily due to the sale of Dubuque Bank and Trust Company's mortgage servicing portfolio, and the decrease in 2018 compared to 2017 was primarily due to decreased prepayment speeds of mortgage loans.

The portfolio of mortgage loans serviced by Heartland, primarily for GSEs, totaled $616.7 million at December 31, 2019, compared to $4.10 billion at December 31, 2018, and $3.56 billion at December 31, 2017. The increase in the mortgage servicing portfolio in 2018 was primarily attributable to the PrimeWest servicing portfolio that was acquired during the year, which totaled $648.9 million at December 31, 2018. The decrease in the mortgage servicing portfolio in 2019 was primarily attributable to the sale of the mortgage servicing portfolio of Dubuque Bank and Trust Company previously discussed. Note 8, "Goodwill, Core Deposit Intangibles and Other Intangible Assets," to the consolidated financial statements contains a discussion of our servicing rights.

Net Gains on Sale of Loans Held for Sale
Net gains on sale of loans held for sale totaled $15.6 million during 2019 compared to $21.5 million during 2018 and $22.3 million during 2017. These gains result primarily from the gain or loss on sales of mortgage loans into the secondary market, related fees and fair value marks on the associated derivatives. Due to changes in Heartland's legacy mortgage lending business, net gains on sales of residential mortgage loans only reflected PrimeWest Mortgage Corporation mortgage production in 2019.

Securities Gains, Net
Securities gains totaled $7.7 million during 2019 compared to $1.1 million during 2018 and $7.0 million during 2017. Heartland's securities portfolio was in a net unrealized gain position of $1.4 million at the end of 2019 compared to a net



unrealized loss position of $41.9 million at the end of 2018. During 2017, three private label Z tranche securities with a book value of $57,000 were sold for a gain of $2.8 million.

Other Noninterest Income
Other noninterest income was $9.4 million during 2019 compared to $4.8 million during 2018 and $5.3 million during 2017, an increase of $4.6 million or 98% during 2019 and a decrease of $573,000 or 11% during 2018. Commercial swap fee income increased $1.4 million or 142% to $2.4 million for 2019 compared to $1.0 million for 2018. The increase in 2019 included $768,000 of swap fee income related to one large commercial loan at Dubuque Bank and Trust Company. Also included in other noninterest income for 2019 was $1.3 million of death benefits on bank owned life insurance and a $266,000 recovery on an acquired loan that was charged off prior to acquisition. Heartland also recorded $375,000 of other noninterest income for the gain on extinguishment of debt. There were no similar items recorded in 2018.

Noninterest Expenses

The following table summarizes Heartland's noninterest expenses for the years indicated, in thousands:
NONINTEREST EXPENSES
For the Years Ended December 31, % Change
  2019 2018 2017    2019/2018 2018/2017
Salaries and employee benefits $ 200,541    $ 196,118    $ 171,407    % 14  %
Occupancy 25,450    25,328    22,244    —    14   
Furniture and equipment 12,100    12,529    11,061    (3)   13   
Professional fees 50,022    43,510    36,474    15    19   
Advertising 10,028    9,565    7,229      32   
Core deposit intangibles and customer relationship intangibles amortization 11,972    9,355    6,077    28    54   
Other real estate and loan collection expenses 1,035    3,038    2,461    (66)   23   
(Gain)/loss on sales/valuations of assets, net (19,422)   2,208    2,475    (980)   (11)  
Restructuring expenses 3,227    2,564    —    26    100   
Other noninterest expenses 54,208    49,673    38,247      30   
Total Noninterest Expenses $ 349,161    $ 353,888    $ 297,675    (1) % 19  %

Noninterest expenses totaled $349.2 million in 2019 compared to $353.9 million in 2018, a $4.7 million or 1% decrease, with the most significant increases in professional fees, core deposit intangibles and customer relationship intangibles amortization and other noninterest expenses, which were partially offset by net gains on sales/valuations of assets. Noninterest expenses totaled $353.9 million in 2018 compared to $297.7 million in 2017, an $56.2 million or 19% increase, with the most significant increases in salaries and employee benefits, professional fees, advertising, restructuring expenses and other noninterest expenses.

Salaries and Employee Benefits
The largest component of noninterest expense, salaries and employee benefits, increased $4.4 million or 2% to $200.5 million in 2019 and $24.7 million or 14% to $196.1 million in 2018. In 2019, the increase in salaries and benefits was primarily attributable to increased incentive compensation costs. The increases in 2018 and 2017 were primarily attributable to the additional salaries and employee benefits for employees of the acquired entities. Full-time equivalent employees totaled 1,908 on December 31, 2019, compared to 2,045 on December 31, 2018, and 2,008 on December 31, 2017. The reduction in full-time equivalent employees in 2019 was primarily attributable to the closure of Heartland's legacy mortgage operations, the sale of the Citizen's Finance loan portfolios and the efficiency opportunities realized from Operation Customer Compass.

Professional Fees
Professional fees increased $6.5 million or 15% to $50.0 million during 2019 and $7.0 million or 19% to $43.5 million during 2018. Professional fees recorded in 2019 related to Heartland's strategic initiatives totaled $4.7 million. The remainder of the increases for 2019 and 2018 were primarily attributable to the services provided to Heartland by third-party advisors, including services performed related to mergers and acquisitions, model validation expenses and advisory services associated with the increased level of regulation resulting from Heartland having assets over $10 billion.




Core Deposit Intangibles and Customer Relationship Intangibles Amortization
Core deposit intangibles and customer relationship intangibles amortization totaled $12.0 million during 2019 and $9.4 million in 2018, which was an increase of $2.6 million or 28%. Core deposit intangibles and customer relationship intangibles amortization increased $3.3 million or 54% during 2018 from $6.1 million in 2017. Included in core deposit intangibles and customer relationship intangibles amortization in 2019 were write-offs totaling $682,000 related to the branch sales at Illinois Bank & Trust, Citywide Banks and Wisconsin Bank & Trust. The remainder of the increases for the years ended December 31, 2019 and 2018 were attributable to recent acquisitions.

Net Gains/Losses on Sales/Valuations of Assets
Net gains on sales/valuations of assets totaled $19.4 million during 2019 compared to losses of $2.2 million during 2018 and losses of $2.5 million during 2017. Heartland recorded $24.5 million of gains associated with the branch sales and sale of the mortgage servicing rights portfolio previously discussed. Excluding these sales, net losses of $5.1 million were recorded in 2019, of which $4.6 million related to write-downs and disposals of fixed assets of closed branch locations. Write-downs and losses of $1.3 million related to three other real estate properties were recorded in 2018.

Restructuring Expenses
Restructuring expenses totaled $3.2 million and $2.6 million in 2019 and 2018, respectively. In 2019, the restructuring expenses consisted of severance and retention payments for legacy mortgage and Citizens' Finance Co. employees, software discontinuation fees and expected lease buyouts. In 2018, the restructuring expenses were primarily related to outsourcing the residential mortgage loan application processing, underwriting and loan closing functions. The restructuring expenses consisted of severance and retention costs related to the workforce reduction and contract buyouts associated with the discontinued use of several systems.

Other Noninterest Expenses
Other noninterest expenses were $54.2 million during 2019, $49.7 million during 2018 and $38.2 million during 2017. Included in other noninterest expenses were write-downs on partnership investments which qualified for tax credits totaling $8.0 million in 2019, $4.2 million in 2018 and $1.9 million in 2017.

Excluding the items noted above, increases in all other noninterest expense categories for the years ended December 31, 2019, and 2018, were primarily attributable to recent acquisitions.

Efficiency Ratio

One of Heartland's top priorities has been to improve its efficiency ratio, on a fully tax-equivalent basis, with the goal of reducing it to below 60%. The efficiency ratio, fully tax-equivalent, improved during 2019 to 63.11% compared to 63.54% for 2018 and 65.41% for 2017. The process improvement and automation opportunities realized from Operation Customer Compass are expected to reduce the efficiency ratio. Management continues to review branch locations for optimization. Additionally, systems conversions of newly acquired entities are completed as soon as possible after the closing of the transaction to optimize cost savings. Management expects the efficiency ratio will show variability from year to year as a result of acquisition activities.

See "Selected Financial Data" in Item 6 of this Annual Report on Form 10-K for a description of the calculation of the efficiency ratio on a fully tax-equivalent basis, which is a non-GAAP financial measure.




Income Taxes

Heartland's effective tax rate was 19.0% for 2019 compared to 19.4% for 2018 and 36.8% for 2017. The lower effective tax rate for 2019 and 2018 when compared to 2017 was primarily the result of the reduced corporate federal tax rate. The Tax Cuts and Jobs Act, which among other provisions, reduced the federal corporate tax rate to 21% from the maximum rate of 35% effective January 1, 2018. In response to the Tax Cuts and Jobs Act, Heartland recorded a $10.4 million non-cash charge to income tax expense in 2017 to adjust the value of its deferred tax assets and liabilities.

The following items impacted Heartland's 2019, 2018 and 2017 tax calculations:

Solar energy tax credits of $4.0 million, $2.9 million and $449,000 during 2019, 2018 and 2017 respectively.
Federal low-income housing tax credits of $1.1 million for the year ended December 31, 2019, compared to $1.2 million for the years ended December 31, 2018, and December 31, 2017.
Historic rehabilitation tax credits of $1.8 million for 2019 compared to $0 for 2018 and $713,000 for 2017.
Tax-exempt interest income as a percentage of pre-tax income of 10.1% during 2019 compared to 16.1% for 2018 and 23.6% for 2017. The tax-equivalent adjustment for this tax-exempt interest income was $4.9 million during 2019, $6.2 million during 2018 and $15.1 million during 2017.
Included in 2019's tax calculation were $1.9 million of tax benefits related to the release of valuation allowances on deferred tax assets.

FINANCIAL CONDITION

Heartland's total assets were $13.21 billion at December 31, 2019, an increase of $1.80 billion or 16% since December 31, 2018. Included in this increase, at fair value, were $766.2 million of assets acquired in the Blue Valley Ban Corp. transaction and $495.7 million of assets acquired in the Rockford Bank and Trust Company transaction. Heartland's total assets were $11.41 billion at December 31, 2018, an increase of $1.60 billion or 16% compared to $9.81 billion at December 31, 2017. Included in this increase, at fair value, were $427.1 million of assets acquired in the Signature Bancshares, Inc. transaction and $1.12 billion of assets acquired in the First Bank Lubbock Bancshares, Inc. transaction.

Lending Activities

Heartland has certain lending policies and procedures in place that are designed to provide for an acceptable level of credit risk. The board of directors reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management and the board with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans.

The commercial and commercial real estate loan portfolio includes a wide range of business loans, including lines of credit for working capital and operational purposes and term loans for the acquisition of equipment and real estate. Although most loans are made on a secured basis, loans may be made on an unsecured basis where warranted by the overall financial condition of the borrower. Terms of commercial business loans generally range from one to five years. Commercial loans are primarily made based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The collateral for most of these loans is based upon a discount from its market value. The primary repayment risks of commercial loans are that the cash flow of the borrowers may be unpredictable, and the collateral securing these loans may fluctuate in value. Heartland seeks to minimize these risks in a variety of ways. The underwriting analysis includes credit verification, analysis of global cash flows, appraisals and a review of the financial condition of the borrower. Personal guarantees are frequently required as a tertiary form of repayment. In addition, when underwriting loans for commercial real estate, careful consideration is given to the property's operating history, future operating projections, current and projected occupancy, location and physical condition. Heartland also utilizes government guaranteed lending through the U.S. Small Business Administration and the USDA Rural Development Business and Industry Program to assist customers with longer-term funding and to reduce risk.

Agricultural loans, many of which are secured by crops, machinery and real estate, are provided to finance capital improvements and farm operations as well as acquisitions of livestock and machinery. Agricultural loans present unique credit risks relating to adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations and trade policies. The ultimate repayment of agricultural loans is dependent upon the profitable operation or management of the agricultural entity. In underwriting agricultural loans, lending



personnel work closely with their customers to review budgets and cash flow projections for the ensuing crop year. These budgets and cash flow projections are monitored closely during the year and reviewed with the customers at least annually. Lending personnel also work closely with governmental agencies, including the Farm Service Agency, to help agricultural customers obtain credit enhancement products such as loan guarantees or interest assistance.

Heartland has not been active in the origination of first-lien, one-to-four family residential mortgages since the end of 2018. During the fourth quarter of 2018, Heartland entered into arrangements with third parties to offer residential mortgage loans to customers in many of its markets. In addition, the acquisition in 2018 of First Bank & Trust in Lubbock, Texas, included its wholly owned mortgage subsidiary, PrimeWest Mortgage Corporation. PrimeWest Mortgage Corporation provides mortgage loans to customers in Texas and has expanded to also serve the mortgage needs of customers in several of Heartland's southwestern markets. PrimeWest Mortgage Corporation services the loans it sells into the secondary market.

Consumer lending includes motor vehicle, home improvement, home equity and small personal credit lines. Consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than one- to four-family first-lien residential mortgage loans. Consumer loan collections are dependent on the borrower's continuing financial stability, and are therefore more likely to be affected by adverse personal circumstances. Risk is reduced through underwriting criteria, which include credit verification, appraisals, a review of the borrower's financial condition and personal cash flows. A security interest, with title insurance when necessary, is taken in the underlying real estate.

Heartland’s major source of income is interest on loans. The table below presents the composition of Heartland’s loan portfolio at the end of the years indicated, in thousands:

LOAN PORTFOLIO
As of December 31,
  2019 2018 2017 2016 2015
  Amount % Amount % Amount % Amount % Amount %
Loans receivable held to maturity:
Commercial $ 2,419,909    28.90  % $ 2,020,231    27.26  % $ 1,646,606    25.76  % $ 1,287,265    24.04  % $ 1,279,214    25.56  %
Commercial real estate 4,370,549    52.19    3,711,481    50.08    3,163,269    49.48    2,538,582    47.42    2,326,360    46.50   
Agricultural and agricultural real estate 533,064    6.37    565,408    7.63    511,588    8.00    489,318    9.14    471,870    9.43   
Residential mortgage 597,742    7.14    673,603    9.09    624,279    9.76    617,924    11.54    539,555    10.78   
Consumer 452,233    5.40    440,158    5.94    447,484    7.00    420,613    7.86    386,867    7.73   
Gross loans receivable held to maturity 8,373,497    100.00  % 7,410,881    100.00  % 6,393,226    100.00  % 5,353,702    100.00  % 5,003,866    100.00  %
Unearned discount (680)     (1,624)     (556)   (699)   (488)  
Deferred loan fees (4,900)     (1,560)     (1,206)   (1,284)   (1,892)  
Total net loans receivable held to maturity 8,367,917         7,407,697         6,391,464    5,351,719    5,001,486   
Allowance for loan losses (70,395)   (61,963)     (55,686)   (54,324)   (48,685)  
Loans receivable, net $ 8,297,522      $ 7,345,734    $ 6,335,778    $ 5,297,395    $ 4,952,801   

Loans held for sale totaled $26.7 million, which was primarily residential mortgage loans, at December 31, 2019, $119.8 million at December 31, 2018, which included $96.0 million of loans to be sold in conjunction with the pending branch sales and Citizens' loan portfolios, and $23.8 million of primarily residential mortgage loans, and $44.6 million at December 31, 2017, which was a result of mortgage loan origination activity.




The table below sets forth the remaining maturities of loans by category, including loans held for sale and excluding unearned discount and deferred loan fees, as of December 31, 2019, in thousands:

MATURITY AND RATE SENSITIVITY OF LOANS(1)
Over 1 Year
Through 5 Years
Over 5 Years
One Year
or Less
Fixed
Rate
Floating
Rate
Fixed
Rate
Floating
Rate
Total
Commercial $ 1,025,085    $ 488,544    $ 399,111    $ 309,824    $ 197,345    $ 2,419,909   
Commercial real estate 886,282    1,235,433    716,262    345,299    1,187,273    4,370,549   
Agricultural and agricultural real estate 261,842    186,739    21,924    33,846    28,713    533,064   
Residential real estate 100,912    41,440    57,625    111,959    312,554    624,490   
Consumer 70,362    65,079    60,802    28,104    227,886    452,233   
Total $ 2,344,483    $ 2,017,235    $ 1,255,724    $ 829,032    $ 1,953,771    $ 8,400,245   
(1) Maturities based upon contractual dates.

Total loans held to maturity were $8.37 billion at December 31, 2019, compared to $7.41 billion at year-end 2018, an increase of $960.2 million or 13%. Excluding $32.1 million of loans that were reclassified as held for sale in conjunction with the branch sales and the Citizens transaction and $896.0 million of loans acquired from Blue Valley Ban Corp. and Rockford Bank and Trust Company in 2019, total loans held to maturity organically increased $96.3 million or 1% since year-end 2018. Total loans held to maturity were $7.41 billion at December 31, 2018, compared to $6.39 billion at year-end 2017, an increase of $1.02 billion or 16%. Excluding $96.0 million of loans that were classified as held for sale in conjunction with the pending branch sales and the Citizens transaction and $1.01 billion of loans acquired from Signature Bancshares, Inc. and First Bank Lubbock Bancshares, Inc., in 2018, total loans held to maturity organically increased $106.7 million or 2% since year-end 2017.

The commercial and commercial real estate loan category continues to be the primary focus for all of the Banks. These loans comprised 81% of the loan portfolio at December 31, 2019 compared to 77% at year-end 2018. Commercial and commercial real estate loans, which totaled $6.79 billion at December 31, 2019, increased $1.06 billion or 18% from $5.73 billion at year-end 2018. Excluding $14.9 million of commercial and commercial real estate loans classified as held for sale during the first quarter of 2019 and $780.3 million of loans acquired in the Blue Valley Ban Corp. and Rockford Bank and Trust Company transactions, commercial and commercial real estate loans organically increased $293.4 million or 5% since December 31, 2018. Commercial and commercial real estate loans increased $921.8 million or 19% to $5.73 billion at December 31, 2018 from $4.81 billion at year-end 2017. Exclusive of $830.0 million of commercial and commercial real estate loans acquired from Signature Bancshares, Inc. and First Bank Lubbock Bancshares, Inc. in 2018, commercial and commercial real estate loans organically increased $91.8 million or 2% since year-end 2017.

Residential mortgage loans, which totaled $597.7 million at December 31, 2019, decreased $75.9 million or 11% from $673.6 million at year-end 2018 Excluding $2.0 million of residential mortgage loans classified as held for sale during the first quarter of 2019 and $59.3 million of loans acquired in the Blue Valley Ban Corp. and Rockford Bank and Trust Company transactions, residential mortgage loans organically decreased $133.2 million or 20% since December 31, 2018. The decrease was primarily as a result of customers refinancing loans due to recent decreases in mortgage interest rates. Residential mortgage loans, which totaled $673.6 million at December 31, 2018, increased $49.3 million or 8% since year-end 2017. Exclusive of $81.6 million of residential mortgage loans acquired from Signature Bancshares, Inc. and First Bank Lubbock Bancshares, Inc. in 2018, residential mortgage loans organically decreased $32.3 million or 5% from year-end 2017.

Agricultural and agricultural real estate loans, which totaled $533.1 million at December 31, 2019, decreased $32.3 million or 6% in 2019 from $565.4 million at December 31, 2018, and increased $53.8 million or 11% in 2018 from $511.6 million at December 31, 2017. Excluding $6.6 million of agricultural and agricultural real estate loans classified as held for sale during the first quarter of 2019 and $1.8 million of loans acquired in the Blue Valley Ban Corp. transaction, agricultural and agricultural real estate loans organically decreased $27.5 million or 5% since December 31, 2018. Excluding $28.6 million of agricultural and agricultural loans acquired in the First Bank Lubbock Bancshares, Inc. transaction in 2018, agricultural and agricultural real estate loans organically increased $25.2 million or 5% since year-end 2017. Approximately 77% of Heartland's agricultural loans at year-end 2019 were to borrowers located in the Midwest. The agricultural loan portfolio is well diversified among loans relating to grain crops, dairy cows, hogs and cattle.

Consumer loans, which totaled $452.2 million at December 31, 2019, increased $12.1 million or 3% in 2019 from $440.2 million at December 31, 2018, and decreased $7.3 million or 2% in 2018 from $447.5 million at December 31, 2017. Excluding



$8.6 million of loans classified as held for sale during the first quarter of 2019 and $54.7 million of loans acquired in the Blue Valley Ban Corp. and Rockford Bank and Trust Company transactions, consumer loans organically decreased $33.9 million or 8% since December 31, 2018. Exclusive of $65.3 million of consumer loans acquired from Signature Bancshares, Inc. and First Bank Lubbock Bancshares, Inc. and $73.4 million of loans transferred to held for sale, consumer loans organically increased $800,000 or less than 1% since December 31, 2017.

Excluding loans acquired in the fourth quarter of 2019, loans secured by real estate, either fully or partially, totaled $5.20 billion or 62% of gross loans at December 31, 2019 and $4.80 billion or 65% of total loans at December 31, 2018. Approximately 50% of the non-farm, nonresidential loans are owner occupied. The largest categories within our real estate secured loans are listed below, in thousands:

LOANS SECURED BY REAL ESTATE
As of December 31,
2019 2018
Residential real estate, excluding residential construction and residential lot loans $ 1,076,032    $ 1,119,942   
Industrial, manufacturing, business and commercial 663,859    805,265   
Agriculture 291,067    270,023   
Retail 515,547    435,680   
Office 591,061    485,262   
Land development and lots 238,706    216,665   
Hotel, resort and hospitality 361,781    233,735   
Multi-family 335,969    311,319   
Food and beverage 145,533    130,981   
Warehousing 220,558    186,436   
Health services 289,079    182,882   
Residential construction 164,959    171,116   
All other 309,256    255,145   
Total loans secured by real estate $ 5,203,407    $ 4,804,451   

Although repayment risk exists on all loans, different factors influence repayment risk for each type of loan. The primary risks associated with commercial and agricultural loans are the quality of the borrower’s management and the health of national and regional economies. Additionally, repayment of commercial and agricultural real estate loans may be influenced by fluctuating property values and concentrations of loans in a specific type of real estate. Repayment on loans to individuals, including those secured by residential real estate, are dependent on the borrower’s continuing financial stability as well as the value of the collateral underlying these credits, and thus are more likely to be affected by adverse personal circumstances and deteriorating economic conditions. These risks are described in more detail in Item 1A. "Risk Factors" of this Annual Report on Form 10-K. We monitor loan concentrations and do not believe we have excessive concentrations in any specific industry.

Our strategy with respect to the management of these types of risks, whether loan demand is weak or strong, is to encourage the Banks to follow tested and prudent loan policies and underwriting practices, which include: (i) making loans on a sound and collectible basis; (ii) verifying that primary and secondary sources of repayment are adequate in relation to the amount of the loan; (iii) administering loan policies through a board of directors; (iv) developing and maintaining adequate diversification of the loan portfolio as a whole and of the loans within each loan category; and (v) appropriately documenting each loan and augmenting government guaranteed lending programs and adequate insurance.

We regularly monitor and continue to develop systems to oversee the quality of our loan portfolio. Under our internal loan review program, loan review officers are responsible for reviewing existing loans, testing loan ratings assigned by loan officers, identifying potential problem loans and monitoring the adequacy of the allowance for loan losses at the Banks. An integral part of our loan review program is a loan rating system, under which a rating is assigned to each loan within the portfolio based on the borrower’s financial position, repayment ability, collateral position and repayment history.




The table below presents the amounts of nonperforming loans and other nonperforming assets on the dates indicated, in thousands:

NONPERFORMING ASSETS
As of December 31,
2019 2018 2017 2016 2015
Nonaccrual loans $ 76,548    $ 71,943    $ 62,581    $ 64,299    $ 39,655   
Loans contractually past due 90 days or more 4,105    726    830    86    —   
Total nonperforming loans 80,653    72,669    63,411    64,385    39,655   
Other real estate 6,914    6,153    10,777    9,744    11,524   
Other repossessed assets 11    459    411    663    485   
Total nonperforming assets $ 87,578    $ 79,281    $ 74,599    $ 74,792    $ 51,664   
Restructured loans(1)
$ 3,794    $ 4,026    $ 6,617    $ 10,380    $ 11,075   
Nonperforming loans to total loans receivable 0.96  % 0.98  % 0.99  % 1.20  % 0.79  %
Nonperforming assets to total loans receivable plus repossessed property 1.05  % 1.07  % 1.17  % 1.39  % 1.03  %
Nonperforming assets to total assets 0.66  % 0.69  % 0.76  % 0.91  % 0.67  %
(1) Represents accruing restructured loans performing according to their restructured terms.

The tables below summarize the changes in Heartland's nonperforming assets, including other real estate owned ("OREO") during 2019 and 2018, in thousands:
Nonperforming
Loans
Other
Real Estate
Owned
Other
Repossessed
Assets
Total
Nonperforming
Assets
December 31, 2018 $ 72,669    $ 6,153    $ 459    $ 79,281   
Loan foreclosures (8,287)   8,066    221    —   
Net loan charge offs (8,225)   —    —    (8,225)  
New nonperforming loans 49,571    —    —    49,571   
Acquired nonperforming assets 2,130    1,362    —    3,492   
Reduction of nonperforming loans(1)
(27,205)   —    —    (27,205)  
OREO/Repossessed sales proceeds —    (7,660)   (184)   (7,844)  
OREO/Repossessed assets write-downs, net —    (1,007)   (39)   (1,046)  
Net activity at Citizens Finance Parent Co. —    —    (446)   (446)  
December 31, 2019 $ 80,653    $ 6,914    $ 11    $ 87,578   
(1) Includes principal reductions and transfers to performing status.




Nonperforming
Loans
Other
Real Estate
Owned
Other
Repossessed
Assets
Total
Nonperforming
Assets
December 31, 2017 $ 63,411    $ 10,777    $ 411    $ 74,599   
Loan foreclosures (7,954)   7,866    88    —   
Net loan charge offs (17,736)   —    —    (17,736)  
New nonperforming loans 59,097    —    —    59,097   
Acquired nonperforming assets 9,246    1,186    —    10,432   
Reduction of nonperforming loans(1)
(33,395)   —    —    (33,395)  
OREO/Repossessed sales proceeds —    (11,578)   (74)   (11,652)  
OREO/Repossessed assets write-downs, net —    (2,098)   (27)   (2,125)  
Net activity at Citizens Finance Parent Co. —    —    61    61   
December 31, 2018 $ 72,669    $ 6,153    $ 459    $ 79,281   
(1) Includes principal reductions and transfers to performing status.

Nonperforming loans were $80.7 million or 0.96% of total loans at December 31, 2019, compared to $72.7 million or 0.98% of total loans at December 31, 2018. Excluding $2.1 million of acquired nonperforming loans, nonperforming loans increased $5.9 million or 8% from year-end 2018. Included in the increase at year-end 2019 was one $2.7 million commercial relationship that was paid off in early 2020.

Approximately 52%, or $41.9 million, of Heartland's nonperforming loans at December 31, 2019, had individual loan balances exceeding $1.0 million, the largest of which was $7.5 million. At December 31, 2018, approximately 50%, or $36.2 million, of Heartland's nonperforming loans had individual loan balances exceeding $1.0 million, the largest of which was $7.2 million. The portion of Heartland's nonresidential real estate nonperforming loans covered by government guarantees was $18.1 million at December 31, 2019, compared to $7.7 million at December 31, 2018.

Delinquencies in each of the loan portfolios continue to be well-managed. Loans delinquent 30 to 89 days as a percent of total loans were 0.33% at December 31, 2019, compared to 0.21% at December 31, 2018, and 0.27% at December 31, 2017.

Other real estate owned was $6.9 million at December 31, 2019, compared to $6.2 million at December 31, 2018, and $10.8 million at December 31, 2017. Liquidation strategies have been identified for all the assets held in other real estate owned. Management continues to market these properties through a systematic liquidation process instead of an immediate liquidation process in order to avoid discounts greater than the projected carrying costs. Proceeds from the sale of other real estate owned totaled $7.7 million in 2019 compared to $11.6 million in 2018 and $10.4 million in 2017.

In certain circumstances, we may modify the terms of a loan to maximize the collection of amounts due. In most cases, the modification is either a reduction in interest rate, conversion to interest only payments, extension of the maturity date or a reduction in the principal balance. Generally, the borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term, so a concessionary modification is granted to the borrower that would otherwise not be considered. Restructured loans accrue interest as long as the borrower complies with the revised terms and conditions and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles. Although many of our loan restructurings occur on a case-by-case basis in connection with ongoing loan collection processes, we have also participated in certain restructuring programs for residential real estate borrowers. In general, certain residential real estate borrowers facing an interest rate reset that are current in their repayment status are allowed to retain the lower of their existing interest rate or the market interest rate as of their interest reset date.

We had an aggregate balance of $7.6 million in restructured loans at December 31, 2019, of which $3.8 million were classified as nonaccrual and $3.8 million were accruing according to the restructured terms. At December 31, 2018, we had an aggregate balance of $8.1 million in restructured loans, of which $4.1 million were classified as nonaccrual and $4.0 million were accruing according to the restructured terms.

At December 31, 2019, $247.1 million or 55% of the consumer loan portfolio were in home equity lines of credit ("HELOCs") compared to $240.6 million or 55% at December 31, 2018. Under our policy guidelines for the underwriting of these lines of credit, the customer may generally receive advances of up to 80% of the value of the property.




The Banks have not been active in the origination of subprime loans. Consistent with our community banking model, which includes meeting the legitimate credit needs within the communities served, the Banks may make loans to borrowers possessing subprime characteristics if there are mitigating factors present that reduce the potential default risk of the loan.

Allowance For Loan Losses

The process we use to determine the appropriateness of the allowance for loan losses is considered a critical accounting practice for Heartland and has remained consistent over the past several years. The allowance for loan losses represents management’s estimate of identified and unidentified probable losses in the existing loan portfolio. For additional details on the specific factors considered, refer to the critical accounting policies section of this report.

The allowance for loan losses at December 31, 2019, was 0.84% of loans and 87.28% of nonperforming loans compared to 0.84% of loans and 85.27% of nonperforming loans at December 31, 2018, and 0.87% of loans and 87.82% of nonperforming loans at December 31, 2017. Exclusive of acquired loans, for which a valuation reserve is recorded, the allowance for loan losses at December 31, 2019, was 1.06% of loans in comparison with 1.03% of loans at December 31, 2018, and 1.13% of loans at December 31, 2017. The provision for loan losses was $16.7 million during 2019 compared to $24.0 million during 2018 and $15.6 million during 2017. The allowance for loan losses on impaired loans represented $8.2 million at December 31, 2019, in comparison with $7.6 million at December 31, 2018, and $4.8 million at December 31, 2017. The allowance on non-impaired loans was $62.2 million at December 31, 2019, in comparison with $54.4 million at December 31, 2018, and $50.9 million at December 31, 2017. The allowance on non-impaired loans is 0.75% at December 31, 2019 compared to 0.74% of non-impaired loans at December 31, 2018 and 0.81% at December 31, 2017. Heartland had $1.80 billion of acquired loans, which had $46.9 million of remaining valuation reserves that were not subject to the allowance at December 31, 2019. At December 31, 2018, Heartland had $1.63 billion of acquired loans, which had $40.9 million of remaining valuation reserves that were not subject to the allowance.

The amount of net charge-offs was $8.2 million during 2019 compared to $17.7 million during 2018 and $14.2 million during 2017. As a percentage of average loans, net charge-offs were 0.11% during 2019 compared to 0.25% during 2018 and 0.24% during 2017. Citizens Finance Parent Co., our consumer finance subsidiary, experienced net charge-offs of $6.4 million during 2018 and $4.7 million during 2017. The Citizens' loan portfolios were recorded at fair value at year-end 2018 due to the held for sale classification, which resulted in a charge-off of $3.1 million in the fourth quarter of 2018. Historically, the Citizens' loan portfolios have accounted for approximately 6 to 8 basis points of net charge-offs.






The table below summarizes activity in the allowance for loan losses for the years indicated, including amounts of loans charged off, amounts of recoveries, additions to the allowance charged to income, additions related to acquisitions and the ratio of net charge-offs to average loans outstanding, in thousands:

ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
As of December 31,
2019    2018 2017 2016 2015
Allowance at beginning of year $ 61,963    $ 55,686    $ 54,324    $ 48,685    $ 41,449   
Charge-offs:
  Commercial 7,294    7,916    4,640    1,348    1,887   
Commercial real estate 272    1,977    2,712    2,868    1,368   
  Residential real estate 407    372    800    346    241   
  Agricultural and agricultural real estate 2,656    1,437    2,916    214    551   
  Consumer 2,961    9,583    6,803    6,618    4,967   
    Total charge-offs 13,590    21,285    17,871    11,394    9,014   
Recoveries:
  Commercial 1,743    978    811    930    1,167   
Commercial real estate 1,391    1,047    1,192    3,327    1,200   
  Residential real estate 73    96    358    29    183   
  Agricultural and agricultural real estate 536    13    18    10    32   
  Consumer 1,622    1,415    1,291    1,043    971   
    Total recoveries 5,365    3,549    3,670    5,339    3,553   
Net charge-offs(1)
8,225    17,736    14,201    6,055    5,461   
Provision for loan losses 16,657    24,013    15,563    11,694    12,697   
Allowance at end of year $ 70,395    $ 61,963    $ 55,686    $ 54,324    $ 48,685   
Net charge-offs to average loans 0.11  % 0.25  % 0.24  % 0.11  % 0.12  %
(1) Includes net charge-offs (recoveries) at Citizens Finance Parent Co. of $(631) for 2019, $6,397 for 2018, $4,673 for 2017, $4,280 for 2016, and $2,902 for 2015.

The table below shows our allocation of the allowance for loan losses by types of loans, in thousands:

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
As of December 31,
2019 2018 2017 2016 2015
Amount Loan Category to Gross Loans Receivable Amount Loan Category to Gross Loans Receivable Amount Loan Category to Gross Loans Receivable Amount Loan Category to Gross Loans Receivable Amount Loan Category to Gross Loans Receivable
Commercial $ 27,744    28.90  % $ 24,505    27.26  % $ 18,098    25.76  % $ 14,765    24.04  % $ 16,095    25.56  %
Commercial real estate 30,743    52.19    25,538    50.08    21,950    49.48    24,319    47.42    19,532    46.50   
Residential real estate 1,438    7.14    1,785    9.09    2,224    9.76    2,263    11.54    1,934    10.78   
Agricultural and agricultural real estate 5,617    6.37    4,953    7.63    4,258    8.00    4,210    9.14    3,887    9.43   
Consumer 4,853    5.40    5,182    5.94    9,156    7.00    8,767    7.86    7,237    7.73   
Total allowance for loan losses $ 70,395    $ 61,963    $ 55,686    $ 54,324    $ 48,685   

Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation of the allowance for loan losses by loan portfolio is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.




Securities

The composition of Heartland's securities portfolio is managed to maximize the return on the portfolio while considering the impact it has on Heartland's asset/liability position and liquidity needs. Securities represented 26% of Heartland's total assets at December 31, 2019, compared to 24% at December 31, 2018, and 25% at December 31, 2017. Whenever possible, management intends to use a portion of the proceeds from maturities, paydowns and sales of securities to fund loan growth and paydown wholesale borrowings. Total securities carried at fair value as of December 31, 2019, were $3.31 billion, an increase of $862.1 million or 35% since December 31, 2018. The increase includes $127.5 million of securities acquired in 2019. Total securities carried at fair value as of December 31, 2018, were $2.45 billion, an increase of $234.0 million or 11% since December 31, 2017. The increase includes $35.2 million of securities acquired in 2018.

The table below presents the composition of the securities portfolio, including carried at fair value, held to maturity and other, by major category, in thousands:

SECURITIES PORTFOLIO COMPOSITION
As of December 31,
  2019 2018 2017
  Amount
% of
Portfolio
Amount
% of
Portfolio
Amount
% of
Portfolio
U.S. government corporations and agencies $ 9,893    0.29  % $ 31,951    1.18  % $ 5,328    0.21  %
Mortgage and asset-backed securities 2,577,278    75.02    2,026,698    74.64    1,753,736    70.35   
Obligation of states and political subdivisions 798,514    23.24    611,257    22.51    694,565    27.86   
Equity securities 18,435    0.54    17,086    0.63    16,674    0.67   
Other securities 31,321    0.91    28,396    1.05    22,563    0.91   
Total securities $ 3,435,441    100.00  % $ 2,715,388    100.00  % $ 2,492,866    100.00  %

The percentage of Heartland's securities portfolio comprised of U.S. government corporations and agencies was less than 1% at December 31, 2019, compared to 1% at December 31, 2018, and less than 1% at December 31, 2017. Mortgage and asset-backed securities comprised 75% of Heartland's securities portfolio at December 31, 2019, compared to 75% at December 31, 2018, and 70% at December 31, 2017.

Heartland's securities portfolio had an expected modified duration of 6.17 years as of December 31, 2019, compared to 4.01 years as of December 31, 2018, and 4.71 years as of December 31, 2017.

At December 31, 2019, we had $31.3 million of other securities, including capital stock in the various Federal Home Loan Banks ("FHLB") of which the Banks are members. All securities classified as other are held at cost.




The tables below present the contractual maturities for the debt securities in the securities portfolio at December 31, 2019, by major category and classification as available for sale or held to maturity, in thousands. Expected maturities will differ from contractual maturities, as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

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 and asset-backed and
equity securities
Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
U.S. government corporations and agencies $ 6,499    2.42  % $ 2,004    2.07  % $ 1,390    2.08  % $ —    —  % $ —    —  % $ 9,893    2.30  %
Obligations of states and political subdivisions 5,672    2.86    26,430    2.99    76,552    3.38    598,536    2.99    —    —    707,190    3.03   
Mortgage and asset-backed securities —    —    —    —    —    —    —    —    2,577,278    3.05    2,577,278    3.05   
Equity securities —    —    —    —    —    —    —    —    18,435    —    18,435    —   
Total $ 12,171    2.62  % $ 28,434    2.93  % $ 77,942    3.36  % $ 598,536    2.99  % $ 2,595,713    3.05  % $ 3,312,796    3.04  %

SECURITIES HELD TO MATURITY PORTFOLIO MATURITIES
Within
One Year
After One But Within
Five Years
After Five But Within
Ten Years
After
Ten Years
Total
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
Obligations of states and political subdivisions $ 2,443    3.64  % $ 17,604    4.95  % $ 59,708    5.02  % $ 11,569    4.75  % $ 91,324    4.94  %
Total $ 2,443    3.64  % $ 17,604    4.95  % $ 59,708    5.02  % $ 11,569    4.75  % $ 91,324    4.94  %

The unrealized losses on Heartland's debt securities are the result of changes in market interest rates or widening of market spreads subsequent to the initial purchase of the securities and not related to concerns regarding the underlying credit of the issuers or the underlying collateral. For this reason and because we have the ability and intent to hold those investments until a recovery of fair value, which may be maturity, we did not consider those investments to be other-than-temporarily impaired at December 31, 2019. See Note 4, "Securities" of the consolidated financial statements for further discussion regarding unrealized losses on our securities portfolio.

Deposits

The table below sets forth the distribution of our average deposit account balances and the average interest rates paid on each category of deposits for the years indicated, in thousands:

AVERAGE DEPOSITS
For the Years Ended December 31,
2019 2018 2017
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 $ 3,384,341    33.74  % —  % $ 3,265,532    35.87  % —  % $ 2,643,945    34.83  % —  %
Savings 5,530,503    55.14    0.85    4,779,977    52.50    0.53    4,044,032    53.28    0.27   
Time deposits 1,115,785    11.12    1.49    1,058,769    11.63    1.00    902,255    11.89    0.79   
Total deposits $ 10,030,629    100.00  % $ 9,104,278    100.00  % $ 7,590,232    100.00  %  

Total average deposits increased $926.4 million or 10% during 2019 to $10.03 billion, which includes approximately $432.7 million of deposits acquired in 2019. Total average deposits increased $1.51 billion or 20% to $9.10 billion during 2018, which includes approximately $856.7 million of deposits acquired in 2018. Excluding acquired deposits, total average deposits



increased $493.7 million or 5% during 2019 and $657.3 million or 9% during 2018. The percentage of our total average deposit balances attributable to branch banking offices in our Midwestern markets was 42% during 2019, 41% during 2018 and 46% during 2017.

Average demand deposits increased $118.8 million or 4% to $3.38 billion during 2019 and $621.6 million or 24% to $3.27 billion during 2018. Exclusive of approximately $112.0 million of demand deposits acquired in 2019, average demand deposits increased $6.8 million or less than 1%. Exclusive of approximately $213.7 million of demand deposits acquired in 2018, average demand deposits increased $407.9 million or 15%. The mix of total deposits remains favorable, with demand deposits representing 32% at December 31, 2019, and 35% at December 31, 2018.

Average savings deposit balances increased by $750.5 million or 16% to $5.53 billion during 2019 and $735.9 million or 18% to $4.78 billion during 2018. Excluding approximately $240.0 million of average savings deposits acquired in 2019, average savings deposits increased $510.9 million or 11%. Excluding approximately $428.7 million of average savings deposits acquired in 2018, average savings deposits increased $307.3 million or 8%. At year-end 2019, saving deposits represented 57% of total deposits compared to 54% at year-end 2018.

Average time deposits increased $57.0 million or 5% to $1.12 billion during 2019, and exclusive of approximately $81.1 million of time deposits acquired in 2019, average time deposits decreased $24.1 million or 2%. Average time deposits increased $156.5 million or 17% to $1.06 billion during 2018, and exclusive of approximately $214.4 million of time deposits acquired in 2018, average time deposits decreased $57.9 million or 6%. Excluding acquisitions, the decrease in time deposits during both years was attributable to a continued emphasis on growing our customer base in non-maturity deposit products instead of higher-cost certificates of deposit. The Banks priced time deposit products competitively to retain existing relationship-based deposit customers, but not to retain certificate of deposit only customers or to attract new customers with only certificate of deposit accounts. Additionally, due to the low interest rates, many certificate of deposit customers have continued to elect to place their maturing balances in checking or savings accounts. Average brokered time deposits as a percentage of total average deposits were less than 1% during 2019 and 2018, and 1% during 2017.

The following table sets forth the amount and maturities of time deposits of $100,000 or more at December 31, 2019, in thousands:
TIME DEPOSITS $100,000 AND OVER
December 31, 2019
3 months or less $ 155,295   
Over 3 months through 6 months 120,354   
Over 6 months through 12 months 196,762   
Over 12 months 223,430   
$ 695,841   

Short-Term Borrowings

Short-term borrowings, which Heartland defines as borrowings with an original maturity of one year or less, were as follows as of December 31, 2019, and 2018, in thousands:
December 31, 2019 December 31, 2018
Retail repurchase agreements $ 84,486    $ 80,124   
Federal funds purchased 2,450    35,400   
Advances from the FHLB 81,198    100,838   
Other short-term borrowings 14,492    10,648   
Total $ 182,626    $ 227,010   

Short-term borrowings generally include federal funds purchased, securities sold under agreements to repurchase, short-term FHLB advances and discount window borrowings from the Federal Reserve Bank. These funding alternatives are utilized in varying degrees depending on their pricing and availability. All of the Banks own FHLB stock in one of the Chicago, Dallas, Des Moines, San Francisco or Topeka FHLBs, enabling them to borrow funds from their respective FHLB for short- or long-term purposes under a variety of programs. As of December 31, 2019, the amount of short-term borrowings was $182.6 million compared to $227.0 million at year-end 2018, a decrease of $44.4 million or 20%.




All of the Banks provide retail repurchase agreements to their customers as a cash management tool, which sweep excess funds from demand deposit accounts into these agreements. This source of funding does not increase the bank's reserve requirements. Although the aggregate balance of these retail repurchase agreements is subject to variation, the account relationships represented by these balances are principally local. The balances of retail repurchase agreements were $84.5 million at December 31, 2019, compared to $80.1 million at December 31, 2018, an increase of $4.4 million or 5%.

Federal funds purchased totaled $2.5 million at December 31, 2019, and $35.4 million at December 31, 2018, which was a decrease of $33.0 million or 93%.

Short-term FHLB advances totaled $81.2 million at December 31, 2019, compared to $100.8 million at December 31, 2018, a decrease of $19.6 million or 19%.

Also included in short-term borrowings is a $30.0 million revolving credit line Heartland has with an unaffiliated bank, primarily to provide liquidity to Heartland. No balance was outstanding on this line at December 31, 2019, and December 31, 2018.

The following table reflects average amounts outstanding and weighted average interest rates for our short-term borrowings as of December 31, 2019, 2018, and 2017, in thousands:

SHORT-TERM BORROWINGS As of and For the Years Ended December 31,
2019 2018 2017
Balance at end of period $ 182,626    $ 227,010    $ 324,691   
Maximum month-end amount outstanding 226,096    229,890    324,691   
Average month-end amount outstanding 128,098    152,391    182,846   
Weighted average interest rate at year-end 1.21  % 1.96  % 1.11  %
Weighted average interest rate for the year 1.38  % 1.19  % 0.36  %

Other Borrowings

The outstanding balances of other borrowings, which Heartland defines as borrowings with an original maturity date of more than one year, are shown in the table below, net of discount and issuance costs amortization, in thousands, as of December 31, 2019, and 2018:
December 31, 2019 December 31, 2018
Advances from the FHLB $ 2,835    $ 3,399   
Trust preferred securities 145,343    130,913   
Senior notes —    5,000   
Note payable to unaffiliated bank 51,417    58,417   
Contracts payable for purchase of real estate and other assets 1,892    1,953   
Subordinated notes 74,286    74,143   
Other borrowings —    1,080   
Total $ 275,773    $ 274,905   

Other borrowings include all debt arrangements Heartland and its subsidiaries have entered into with original maturities that extend beyond one year, including long-term FHLB borrowings, borrowings under term notes, subordinated notes and senior notes, convertible debt and obligations under trust preferred capital securities. As of December 31, 2019, the amount of other borrowings was $275.8 million, an increase of $868,000 or less than 1% from $274.9 million as of year-end 2018. Heartland acquired $6.9 million of subordinated debt in the Blue Valley Ban Corp. transaction that was simultaneously paid off with the closing of the transaction.

Long-term FHLB borrowings with an original term beyond one year totaled $2.8 million at December 31, 2019, compared to $3.4 million at December 31, 2018, a decrease of $564,000 or 17%. Total long-term FHLB borrowings at December 31, 2019, had an average interest rate of 4.08% and an average remaining maturity of 3.8 years.




Heartland had $145.3 million of trust preferred securities net of deferred issuance costs outstanding at December 31, 2019, compared to $130.9 million net of deferred issuance costs at December 31, 2018, which was an increase of $14.4 million or 11%. This increase includes $16.1 million of trust preferred securities acquired at fair value in the Blue Valley Ban Corp. transaction.

A schedule of Heartland's trust preferred offerings outstanding as of December 31, 2019, is as follows, in thousands:

TRUST PREFERRED OFFERINGS
Amount
Issued
Issuance
Date
Interest
Rate
Interest
Rate as of
12/31/19(1)
Maturity
Date
Callable
Date
Heartland Financial Statutory Trust IV    $ 10,310    03/17/2004 2.75% over LIBOR 4.65  %
(2)
03/17/2034 03/17/2020
Heartland Financial Statutory Trust V    20,619    01/27/2006 1.33% over LIBOR 3.32   
(3)
04/07/2036 04/07/2020
Heartland Financial Statutory Trust VI    20,619    06/21/2007 1.48% over LIBOR 3.37   
(4)
09/15/2037 03/15/2020
Heartland Financial Statutory Trust VII    18,042    06/26/2007 1.48% over LIBOR 3.39   
(5)
09/01/2037 03/01/2020
Morrill Statutory Trust I    9,088    12/19/2002 3.25% over LIBOR 5.20    12/26/2032 03/26/2020
Morrill Statutory Trust II    8,754    12/17/2003 2.85% over LIBOR 4.75    12/17/2033 03/17/2020
Sheboygan Statutory Trust I    6,528    09/17/2003 2.95% over LIBOR 4.85    09/17/2033 03/17/2020
CBNM Capital Trust I    4,409    09/10/2004 3.25% over LIBOR 5.14    12/15/2034 03/15/2020
Citywide Capital Trust III    6,438    12/19/2003 2.80% over LIBOR 4.74    12/19/2033 04/23/2020
Citywide Capital Trust IV    4,296    09/30/2004 2.20% over LIBOR 4.11    09/30/2034 05/23/2020
Citywide Capital Trust V    11,748    05/31/2006 1.54% over LIBOR 3.43    07/25/2036 03/15/2020
OCGI Statutory Trust III    2,996    06/27/2002 3.65% over LIBOR 5.48   
(6)
09/30/2032 03/30/2020
OCGI Capital Trust IV    5,342    09/23/2004 2.50% over LIBOR 4.39   
(7)
12/15/2034 03/15/2020
BVBC Capital Trust II 7,197    04/10/2003 3.25% over LIBOR 5.16    04/24/2033 04/24/2020
BVBC Capital Trust III 9,047    07/29/2005 1.60% over LIBOR 3.54    09/30/2035 03/30/2020
Total trust preferred offerings 145,433   
Less: deferred issuance costs (90)  
$ 145,343         
(1) Effective weighted average interest rate as of December 31, 2019, was 4.80% due to interest rate swap transactions as discussed in Note 12 to Heartland's consolidated financial statements.  
(2) Effective interest rate as of December 31, 2019, was 5.01% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.  
(3) Effective interest rate as of December 31, 2019, was 4.69% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.  
(4) Effective interest rate as of December 31, 2019, was 3.87% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.  
(5) Effective interest rate as of December 31, 2019, was 3.83% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.  
(6) Effective interest rate as of December 31, 2019, was 5.53% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.  
(7) Effective interest rate as of December 31, 2019, was 4.37% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.  

Heartland has a non-revolving credit facility with an unaffiliated bank to provide borrowing capacity not to exceed $70.0 million. At December 31, 2019, $51.4 million was outstanding on the note payable with an unaffiliated bank compared to $58.4 million at December 31, 2018. This non-revolving credit facility is being amortized over five years, and the balance is due in April 2021. At December 31, 2019, Heartland had $14.8 million of available borrowing capacity, of which no balance was outstanding.

At December 31, 2018 Heartland had $5.0 million of senior notes outstanding, all of which matured in 2019. There are no balances outstanding on any senior notes at December 31, 2019.




In 2014, Heartland issued $75.0 million of subordinated notes with a maturity date of December 30, 2024. The notes were issued at par with an underwriting discount of $1.1 million. The interest rate on the notes is fixed at 5.75% per annum payable semi-annually. The notes were sold to qualified institutional buyers, and the proceeds were used for general corporate purposes. For regulatory purposes, $74.3 million of the subordinated notes qualified as Tier 2 capital as of December 31, 2019.

CAPITAL RESOURCES

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. Under Basel III, Heartland must hold a conservation buffer above the adequately capitalized risk-based capital ratios; however the transition provision related to the conservation buffer have been extended indefinitely.

The most recent notification from the FDIC categorized Heartland and each of its banks as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the categorization of any of these entities.

Heartland's capital ratios are calculated in accordance with Federal Reserve Board instructions and are required regulatory financial measures. The following table illustrates Heartland's capital ratios and the Federal Reserve's current capital adequacy guidelines for the dates indicated, in thousands:
Total
Capital
(to Risk-
Weighted
Assets)
Tier 1
Capital
(to Risk-
Weighted
Assets)
Common
Equity
Tier 1
(to Risk-
Weighted
Assets)
Tier 1
Capital
(to Average
Assets)
December 31, 2019 13.75  % 12.31  % 10.88  % 10.10  %
Minimum capital requirement 8.00  % 6.00  % 4.50  % 4.00  %
Well capitalized requirement 10.00  % 8.00  % 6.50  % 5.00  %
Minimum capital requirement, including fully-phased in capital conservation buffer 10.50  % 8.50  % 7.00  % N/A
Risk-weighted assets $ 10,098,515    $ 10,098,515    $ 10,098,515    N/A
Average assets N/A N/A N/A $ 12,318,135   
December 31, 2018 13.72  % 12.16  % 10.66  % 9.73  %
Minimum capital requirement 8.00  % 6.00  % 4.50  % 4.00  %
Well capitalized requirement 10.00  % 8.00  % 6.50  % 5.00  %
Minimum capital requirement, including fully-phased in capital conservation buffer (2019) 10.50  % 8.50  % 7.00  % N/A
Risk-weighted assets $ 8,756,130    $ 8,756,130    $ 8,756,130    N/A
Average assets N/A N/A N/A $ 10,946,440   
December 31, 2017 13.45  % 11.70  % 10.07  % 9.20  %
Minimum capital requirement 8.00  % 6.00  % 4.50  % 4.00  %
Well capitalized requirement 10.00  % 8.00  % 6.50  % 5.00  %
Minimum capital requirement, including fully-phased in capital conservation buffer (2019) 10.50  % 8.50  % 7.00  % N/A
Risk-weighted assets $ 7,511,544    $ 7,511,544    $ 7,511,544    N/A
Average assets N/A N/A N/A $ 9,552,227   

On May 10, 2019, Heartland completed the acquisition of Blue Valley Ban Corp. and its wholly-owned subsidiary, Bank of Blue Valley, headquartered in Overland Park, Kansas. Under the terms of the definitive merger agreement, Heartland acquired Blue Valley Ban Corp. in a transaction valued at approximately $92.3 million, which was paid by delivery of 2,060,258 shares of Heartland common stock.




On November 30, 2019, Heartland's Illinois Bank & Trust subsidiary acquired substantially all of the assets and assumed substantially all of the deposits and other certain liabilities of Rockford Bank and Trust Company in an all-cash transaction valued at approximately $46.6 million.

On February 23, 2018, Heartland completed the acquisition of Signature Bancshares, Inc., parent company of Signature Bank, headquartered in Minnetonka, Minnesota. Under the terms of the definitive merger agreement, Heartland acquired Signature Bancshares, Inc. in a transaction valued at approximately $61.4 million, of which $7.8 million was cash, and the remainder was settled by delivery of 1,000,843 shares of Heartland common stock.

On May 18, 2018, Heartland completed the acquisition of Lubbock, Texas based First Bank Lubbock Bancshares, Inc., parent company of First Bank & Trust, and PrimeWest Mortgage Corporation, which is a wholly-owned subsidiary of First Bank & Trust. Under the terms of the definitive merger agreement, Heartland acquired First Bank Lubbock Bancshares, Inc. in a transaction valued at approximately $189.9 million, of which $5.5 million was cash, and the remainder was settled by delivery of 3,350,664 shares of Heartland common stock.

On February 11, 2020, Heartland announced the planned acquisition of AIM Bancshares, Inc., which had $1.78 billion in assets as of December 31, 2019. With the completion of this pending acquisition, Heartland is expected to exceed $15.0 billion in assets, and Heartland will no longer be able to include its trust preferred securities as Tier 1 Capital. However, Heartland expects to remain well-capitalized under all regulatory capital ratio requirements after its assets exceed $15.0 billion.

On August 8, 2019, Heartland filed a universal shelf registration statement with the SEC to register debt or equity securities. This shelf registration statement, which was effective immediately, provided Heartland with the ability to raise capital, subject to market conditions and SEC rules and limitations, if Heartland's board of directors decided to do so. This registration statement permitted Heartland, from time to time, in one or more public offerings, to offer debt securities, subordinated notes, common stock, preferred stock, rights or any combination of these securities. The amount of securities that may have been offered was not specified in the registration statement, and the terms of any future offerings were to be established at the time of the offering.

Common stockholders' equity was $1.58 billion at December 31, 2019, compared to $1.33 billion at year-end 2018. Book value per common share was $43.00 at December 31, 2019, compared to $38.44 at year-end 2018. Changes in common stockholders' equity and book value per common share are the result of earnings, dividends paid, stock transactions and mark-to-market adjustments for unrealized gains and losses on securities available for sale. Heartland's unrealized gains and losses on securities available for sale, net of applicable taxes, reflected an unrealized gain of $969,000 at December 31, 2019, compared to an unrealized loss of $32.5 million at December 31, 2018.

COMMITMENTS, CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGMENTS

Commitments and Contractual Obligations
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Banks evaluate the creditworthiness of customers to which they extend a credit commitment on a case-by-case basis and may require collateral to secure any credit extended. The amount of collateral obtained is based upon management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties. Standby letters of credit and financial guarantees written are conditional commitments issued by the Banks to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At December 31, 2019, and December 31, 2018, commitments to extend credit aggregated $2.97 billion and $2.47 billion, and standby letters of credit aggregated $79.5 million and $71.9 million, respectively.




The following table summarizes our significant contractual obligations and other commitments as of December 31, 2019, in thousands:

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
Payments Due By Period
Total
Less than
One Year
One to
Three Years
Three to
Five Years
More than
Five Years
Contractual obligations:
Time certificates of deposit $ 1,193,043    $ 802,410    $ 332,599    $ 45,718    $ 12,316   
Long-term debt obligations 275,773    8,705    29,339    80,474    157,255   
Operating lease obligations 24,617    5,002    8,599    4,221    6,795   
Purchase obligations 22,332    5,461    9,147    7,724    —   
Other long-term liabilities 3,580    451    393    93    2,643   
Total contractual obligations $ 1,519,345    $ 822,029    $ 380,077    $ 138,230    $ 179,009   
Other commitments:
Lines of credit $ 2,973,736    $ 2,099,029    $ 389,147    $ 145,550    $ 340,010   
Standby letters of credit 79,534    75,383    2,686    771    694   
Total other commitments $ 3,053,270    $ 2,174,412    $ 391,833    $ 146,321    $ 340,704   

On a consolidated basis, Heartland maintains a large balance of short-term securities that, when combined with cash from operations, Heartland believes are adequate to meet its funding obligations.

At the parent company level, routine funding requirements consist primarily of dividends paid to stockholders, debt service on revolving credit arrangements and trust preferred securities issuances, repayment requirements under other debt obligations and payments for acquisitions. The parent company obtains the funding to meet these obligations from dividends collected from its subsidiaries and the issuance of debt securities. At December 31, 2019, Heartland’s revolving credit agreement with an unaffiliated bank provided a maximum borrowing capacity of $30.0 million, of which no balance was outstanding. Heartland also has a non-revolving credit line with the same unaffiliated bank. At December 31, 2019, $14.8 million was available on this non-revolving credit line. These credit agreements contain specific financial covenants, all of which Heartland was in compliance with as of December 31, 2019.

The ability of Heartland to pay dividends to its stockholders is dependent upon dividends paid by its subsidiaries. The Banks are subject to statutory and regulatory restrictions on the amount they may pay in dividends. To maintain acceptable capital ratios in the Heartland banks, certain portions of their retained earnings are not available for the payment of dividends. Retained earnings that could be available for the payment of dividends to Heartland under the regulatory capital requirements to remain well-capitalized totaled approximately $331.5 million as of December 31, 2019.

We continue to explore opportunities to expand our footprint of independent community banks, and these acquisitions may be financed from dividends collected from our subsidiaries, the issuance of equity or debt securities, drawing on our existing lines of credit or other sources of funding. Future expenditures relating to expansion efforts, in addition to those identified above, cannot be estimated at this time.




Off-Balance Sheet Arrangements
Through PrimeWest Mortgage Corporation, we enter into mortgage banking derivatives, which are classified as free standing derivatives. These derivatives include interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. We enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future interest rate changes on the commitments to fund the loans as well as on the residential mortgage loans available for sale. See Note 12, "Derivative Financial Instruments," to the consolidated financial statements for additional information on our derivative financial instruments.

We also enter into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit, and are described in Note 15, "Commitments," to the consolidated financial statements for additional information on these commitments.

LIQUIDITY

Liquidity refers to our ability to maintain a cash flow that is adequate to meet maturing obligations and existing commitments, to withstand fluctuations in deposit levels, to fund operations and to provide for customers’ credit needs. The liquidity of Heartland principally depends on cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings and its ability to borrow funds in the money or capital markets.

Management of investing and financing activities, and market conditions, determine the level and the stability of net interest cash flows. Management attempts to mitigate the impact of changes in market interest rates to the extent possible, so that balance sheet growth is the principal determinant of growth in net interest cash flows.

Our short-term borrowing balances are dependent on commercial cash management and smaller correspondent bank relationships and, as a result, will normally fluctuate. We believe these balances, on average, to be stable sources of funds; however, we intend to rely primarily on deposit growth and additional FHLB borrowings as needed in the future.

In the event of short-term liquidity needs, the Banks may purchase federal funds from each other or from correspondent banks and may also borrow from the Federal Reserve Bank. Additionally, the Banks' FHLB memberships give them the ability to borrow funds for short- and long-term purposes under a variety of programs, and at December 31, 2019, Heartland had $1.56 billion of borrowing capacity under these programs.

At December 31, 2019, Heartland’s revolving credit agreement with an unaffiliated bank provided a maximum borrowing capacity of $30.0 million, of which no balance was outstanding. Heartland also has a non-revolving credit facility with the same unaffiliated bank. At December 31, 2019, $14.8 million was available on this non-revolving credit facility, of which no balance was outstanding.

Heartland has filed a universal shelf registration statement with the SEC that provides Heartland the ability to raise both debt and capital, subject to SEC rules and limitations, if Heartland's board of directors decides to do so. This registration statement expires in August 2022.

EFFECTS OF INFLATION

Consolidated financial data included in this report has been prepared in accordance with U.S. GAAP. Presently, these principles require reporting of financial position and operating results in terms of historical dollars, except for available for sale securities, trading securities, derivative instruments, certain impaired loans and other real estate which require reporting at fair value. Changes in the relative value of money due to inflation or recession are generally not considered.

In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the inflation rate. While interest rates are greatly influenced by changes in the inflation rate, they do not change at the same rate or in the same magnitude as the inflation rate. Rather, interest rate volatility is based on changes in the expected rate of inflation, as well as on changes in monetary and fiscal policies. A financial institution’s ability to be relatively unaffected by changes in interest rates is a good indicator of its capability to perform in today’s volatile economic environment. Heartland seeks to insulate itself from interest rate volatility by ensuring that rate-sensitive assets and rate-sensitive liabilities respond to changes in interest rates in a similar time frame and to a similar degree. See Item 7A of this Annual Report on Form 10-K for a discussion on the process Heartland utilizes to mitigate market risk.




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market prices and rates. Heartland's market risk is comprised primarily of interest rate risk resulting from its core banking activities of lending and deposit gathering. Interest rate risk measures the impact on earnings from changes in interest rates and the effect on current fair market values of Heartland's assets, liabilities and off-balance sheet contracts. The objective is to measure this risk and manage the balance sheet to avoid unacceptable potential for economic loss.

Management continually develops and applies strategies to mitigate market risk. Exposure to market risk is reviewed on a regular basis by the asset/liability committees of Heartland's bank subsidiaries and, on a consolidated basis, by Heartland's executive management and board of directors. At least quarterly, a detailed review of the balance sheet risk profile is performed for Heartland and each of its bank subsidiaries. Included in these reviews are interest rate sensitivity analyses, which simulate changes in net interest income in response to various interest rate scenarios. These analyses consider current portfolio rates, existing maturities, repricing opportunities and market interest rates, in addition to prepayments and growth under different interest rate assumptions. Selected strategies are modeled prior to implementation to determine their effect on Heartland's interest rate risk profile and net interest income. Heartland believes its primary market risk exposures did not change significantly in 2019 when compared to 2018.
The core interest rate risk analysis utilized by Heartland examines the balance sheet under increasing and decreasing interest rate scenarios that are neither too modest nor too extreme. All rate changes are ramped over a 12-month horizon based upon a parallel shift in the yield curve and then maintained at those levels over the remainder of the simulation horizon. Using this approach, management is able to see the effect that both a gradual change of rates (year 1) and a rate shock (year 2 and beyond) could have on Heartland's net interest income. Starting balances in the model reflect actual balances on the "as of" date, adjusted for material and significant transactions. Pro-forma balances remain static. This methodology enables interest rate risk embedded within the existing balance sheet structure to be isolated from the interest rate risk often caused by growth in assets and liabilities. Due to the low interest rate environment, the simulations under a decreasing interest rate scenario were prepared using a 100 basis point shift in rates. The most recent reviews at December 31, 2019, and 2018, provided the results below, in thousands.
  2019 2018
  Net Interest
Margin
% Change
From Base
Net Interest
Margin
% Change
From Base
Year 1        
Down 100 Basis Points $ 420,402    (2.96) % $ 440,218    (2.67) %
Base $ 433,232      $ 452,284   
Up 200 Basis Points $ 458,911    5.93  % $ 471,792    4.31  %
Year 2           
Down 100 Basis Points $ 400,891    (7.47) % $ 426,429    (5.72) %
Base $ 431,503    (0.40) % $ 459,871    1.68  %
Up 200 Basis Points $ 483,419    11.58  % $ 502,386    11.08  %

We use derivative financial instruments to manage the impact of changes in interest rates on our future interest income or interest expense. We are exposed to credit-related losses in the event of nonperformance by the counterparties to these derivative instruments, but believe we have minimized the risk of these losses by entering into the contracts with large, stable financial institutions. The estimated fair market values of these derivative instruments are presented in Note 12 to the consolidated financial statements.

We enter into financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract relating to the commitment. Commitments generally have fixed expiration dates and may require collateral from the borrower. Standby letters of credit are conditional commitments issued by Heartland to guarantee the performance of a customer to a third party up to a stated amount and with specified terms and conditions. These commitments to extend credit and standby letters of credit are not recorded on the balance sheet until the loan is made or the letter of credit is issued. Heartland periodically holds a securities trading portfolio that would also be subject to elements of market risk. These securities are carried on the balance sheet at fair value. At both December 31, 2019, and December 31, 2018, Heartland held no securities in its securities trading portfolio.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
As of December 31,
  Notes 2019 2018
ASSETS    
Cash and due from banks 3 $ 206,607    $ 223,135   
Interest bearing deposits with other banks and other short-term investments 172,127    50,495   
Cash and cash equivalents 378,734    273,630   
Time deposits in other financial institutions 3,564    4,672   
Securities:  
Carried at fair value (cost of $3,311,433 at December 31, 2019, and cost of $2,492,620 at December 31, 2018)
4 3,312,796    2,450,709   
Held to maturity, at cost (fair value of $100,484 at December 31, 2019, and $245,341 at December 31, 2018)
4 91,324    236,283   
Other investments, at cost 4 31,321    28,396   
Loans held for sale 26,748    119,801   
Loans receivable: 5  
Held to maturity 8,367,917    7,407,697   
Allowance for loan losses 5, 6 (70,395)   (61,963)  
Loans receivable, net 8,297,522    7,345,734   
Premises, furniture and equipment, net 7 197,558    187,418   
Premises, furniture and equipment held for sale 2 2,967    7,258   
Other real estate, net 6,914    6,153   
Goodwill 2, 8 446,345    391,668   
Core deposit intangibles and customer relationship intangibles, net 8 48,688    47,479   
Servicing rights, net 8 6,736    31,072   
Cash surrender value on life insurance 171,625    162,892   
Other assets 186,755    114,841   
TOTAL ASSETS $ 13,209,597    $ 11,408,006   
LIABILITIES AND EQUITY  
LIABILITIES:    
Deposits: 9    
Demand $ 3,543,863    $ 3,264,737   
Savings 6,307,425    5,107,962   
Time 1,193,043    1,023,730   
Total deposits 11,044,331    9,396,429   
Deposits held for sale —    106,409   
Short-term borrowings 10 182,626    227,010   
Other borrowings 11 275,773    274,905   
Accrued expenses and other liabilities 128,730    78,078   
TOTAL LIABILITIES 11,631,460    10,082,831   
STOCKHOLDERS' EQUITY: 16, 17, 18    
Preferred stock (par value $1 per share; authorized 17,604 shares; none issued or outstanding at both December 31, 2019, and December 31, 2018)
—    —   
Series A Junior Participating preferred stock (par value $1 per share; authorized 16,000 shares; none issued or outstanding at both December 31, 2019, and December 31, 2018)
—    —   
Series C Senior Non-Cumulative Perpetual Preferred Stock (par value $1 per share; 81,698 shares authorized at both December 31, 2019, and December 31, 2018, none issued or outstanding at both December 31, 2019, and December 31, 2018)
—    —   
Series D Senior Non-Cumulative Perpetual Convertible Preferred Stock (par value $1 per share; 3,000 shares authorized at both December 31, 2019, and December 31, 2018; no shares issued or outstanding at December 31, 2019, and December 31, 2018)
—    —   
Common stock (par value $1 per share; 60,000,000 shares authorized at December 31, 2019 and 40,000,000 at December 31, 2018; issued 36,704,278 shares at December 31, 2019, and 34,477,499 shares at December 31, 2018)
36,704    34,477   
Capital surplus 839,857    743,095   
Retained earnings 702,502    579,252   
Accumulated other comprehensive loss (926)   (31,649)  
TOTAL STOCKHOLDERS' EQUITY 1,578,137    1,325,175   
TOTAL LIABILITIES AND EQUITY $ 13,209,597    $ 11,408,006   
See accompanying notes to consolidated financial statements.





HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
  For the Years Ended December 31,
  Notes 2019 2018 2017
INTEREST INCOME:    
Interest and fees on loans 5 $ 424,615    $ 393,871    $ 304,006   
Interest on securities:
Taxable 73,147    54,131    38,365   
Nontaxable 9,868    14,120    19,698   
Interest on federal funds sold   —    42   
Interest on interest bearing deposits in other financial institutions 6,695    3,698    1,547   
TOTAL INTEREST INCOME 514,329    465,820    363,658   
INTEREST EXPENSE:  
Interest on deposits   63,734    35,667    18,279   
Interest on short-term borrowings 1,748    1,696    678   
Interest on other borrowings (includes $170, $179, and $1,290 of interest expense related to derivatives reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2019, 2018, and 2017, respectively)
11, 12    15,118    14,503    14,393   
TOTAL INTEREST EXPENSE 80,600    51,866    33,350   
NET INTEREST INCOME 433,729    413,954    330,308   
Provision for loan losses 5, 6    16,657    24,013    15,563   
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 417,072    389,941    314,745   
NONINTEREST INCOME:  
Service charges and fees 21    52,157    48,706    39,183   
Loan servicing income   4,843    7,292    5,636   
Trust fees 21    19,399    18,393    15,818   
Brokerage and insurance commissions 21    3,786    4,513    4,033   
Securities gains, net (includes $7,659, $1,085, and $6,764 of net security gains reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2019, 2018, and 2017, respectively)
  7,659    1,085    6,973   
Unrealized gain on equity securities, net   525    212    —   
Net gains on sale of loans held for sale 15,555    21,450    22,251   
Valuation allowance on servicing rights   (911)   (46)   21   
Income on bank owned life insurance 3,785    2,793    2,772   
Other noninterest income 9,410    4,762    5,335   
TOTAL NONINTEREST INCOME 116,208    109,160    102,022   
NONINTEREST EXPENSES:  
Salaries and employee benefits 14, 16    200,541    196,118    171,407   
Occupancy 15, 23    25,450    25,328    22,244   
Furniture and equipment   12,100    12,529    11,061   
Professional fees 50,022    43,510    36,474   
Advertising 10,028    9,565    7,229   
Core deposit intangibles and customer relationship intangibles amortization   11,972    9,355    6,077   
Other real estate and loan collection expenses 1,035    3,038    2,461   
(Gain) loss on sales/valuations of assets, net (19,422)   2,208    2,475   
Restructuring expenses 3,227    2,564    —   
Other noninterest expenses 54,208    49,673    38,247   
TOTAL NONINTEREST EXPENSES 349,161    353,888    297,675   
INCOME BEFORE INCOME TAXES 184,119    145,213    119,092   
Income taxes (includes $1,890, $165, and $2,042 of income tax expense reclassified from accumulated other comprehensive income (loss) for the years ended December 31, 2019, 2018, and 2017, respectively)
13    34,990    28,215    43,820   
NET INCOME 149,129    116,998    75,272   
Preferred dividends —    (39)   (58)  
Interest expense on convertible preferred debt —    —    12   
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 149,129    $ 116,959    $ 75,226   
EARNINGS PER COMMON SHARE - BASIC   $ 4.14    $ 3.54    $ 2.67   
EARNINGS PER COMMON SHARE - DILUTED   $ 4.14    $ 3.52    $ 2.65   
CASH DIVIDENDS DECLARED PER COMMON SHARE $ 0.68    $ 0.59    $ 0.51   
See accompanying notes to consolidated financial statements.    





HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
For the Years Ended December 31,
2019 2018 2017
NET INCOME $ 149,129    $ 116,998    $ 75,272   
OTHER COMPREHENSIVE INCOME (LOSS)
Securities:
Net change in unrealized gain (loss) on securities 52,557    (9,568)   23,778   
Reclassification adjustment for net gains realized in net income (7,659)   (1,085)   (6,764)  
Income taxes (11,429)   2,731    (6,670)  
Other comprehensive income (loss) on securities 33,469    (7,922)   10,344   
Derivatives used in cash flow hedging relationships:
Net change in unrealized gain (loss) on derivatives (3,639)   816    210   
Reclassification adjustment for net losses on derivatives realized in net income 170    431    1,290   
Income taxes 723    (220)   (765)  
Other comprehensive income (loss) on cash flow hedges (2,746)   1,027    735   
Other comprehensive income (loss) 30,723    (6,895)   11,079   
TOTAL COMPREHENSIVE INCOME $ 179,852    $ 110,103    $ 86,351   
See accompanying notes to consolidated financial statements.





HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Dollars in thousands, except per share data)
  Heartland Financial USA, Inc. Stockholders' Equity
 
 
 
Preferred
Stock
 
 
Common
Stock
 
 
Capital
Surplus
 
 
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
 
 
Total
Equity
Balance at January 1, 2017 $ 1,357    $ 26,120    $ 328,376    $ 416,109    $ (31,046)   $ —    $ 740,916   
Comprehensive income (loss) 75,272    11,079    86,351   
Reclassification of certain income tax effects from accumulated other comprehensive income (loss) 4,507    (4,507)   —   
Cash dividends declared:
Series D Preferred,$70.00 per share
(58)   (58)  
Common, $0.51 per share
(14,499)   (14,499)  
Redemption of Series D preferred stock (419)   (419)  
Purchase of 13,066 shares of treasury stock
(625)   (625)  
Issuance of 3,846,493 shares of common stock
3,833    171,265    625    175,723   
Stock based compensation 4,068    4,068   
Balance at December 31, 2017 $ 938    $ 29,953    $ 503,709    $ 481,331    $ (24,474)   $ —    $ 991,457   
Balance at January 1, 2018 $ 938    $ 29,953    $ 503,709    $ 481,331    $ (24,474)   $ —    $ 991,457   
Comprehensive income (loss) 116,998    (6,895)   110,103   
Reclassification of unrealized net gain on equity securities 280    (280)   —   
Series D Preferred, $52.50 per share
(39)   (39)  
Common, $0.59 per share
(19,318)   (19,318)  
Conversion of Series D preferred stock (938)   (938)  
Purchase of 1,761 shares of treasury stock
(97)   (97)  
Issuance of 4,525,904 shares of common stock
4,524 234,881    97    239,502   
Stock based compensation 4,505    4,505   
Balance at December 31, 2018 $ —    $ 34,477    $ 743,095    $ 579,252    $ (31,649)   $ —    $ 1,325,175   
Balance at January 1, 2019 $ —    $ 34,477    $ 743,095    $ 579,252    $ (31,649)   $ —    $ 1,325,175   
Comprehensive income (loss) 149,129    30,723    179,852   
Retained earnings adjustment for adoption of leasing standard (1,272)   (1,272)  
Cash dividends declared:
Common, $0.68 per share
(24,607)   (24,607)  
Issuance of 2,226,779 shares of common stock
2,227    90,692    92,919   
Stock based compensation 6,070    6,070   
Balance at December 31, 2019 $ —    $ 36,704    $ 839,857    $ 702,502    $ (926)   $ —    $ 1,578,137   
See accompanying notes to consolidated financial statements.





HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the Years Ended December 31,
  2019 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES:  
Net income $ 149,129    $ 116,998    $ 75,272   
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 30,797    30,791    30,144   
Provision for loan losses 16,657    24,013    15,563   
Net amortization of premium on securities 20,326    25,142    26,961   
Provision for deferred taxes (414)   2,760    13,263   
Securities gains, net (7,659)   (1,085)   (6,973)  
Unrealized gain on equity securities, net (525)   (212)   —   
Stock based compensation 6,070    4,505    4,068   
(Gain) loss on sales/valuations of assets, net (8,394)   2,208    2,475   
Loans originated for sale (384,603)   (646,019)   (728,681)  
Proceeds on sales of loans held for sale 396,290    714,259    760,484   
Net gains on sales of loans held for sale (14,661)   (16,404)   (15,102)  
(Increase) decrease in accrued interest receivable 1,301    (3,368)   (593)  
(Increase) decrease in prepaid expenses (8,566)   2,364    576   
Increase (decrease) in accrued interest payable 421    (2)   34   
Gain on extinguishment of debt (375)   —    (1,280)  
Capitalization of servicing rights (1,011)   (5,160)   (7,358)  
Valuation adjustment on servicing rights 911    46    (21)  
Net excess tax benefit from stock based compensation 266    674    1,246   
Other, net (34,786)   (8,760)   (14,148)  
NET CASH PROVIDED BY OPERATING ACTIVITIES 161,174    242,750    155,930   
CASH FLOWS FROM INVESTING ACTIVITIES:  
Purchase of time deposits in other financial institutions (258)   (1,000)   —   
Proceeds from the sale of securities available for sale 1,628,467    727,895    1,456,750   
Proceeds from the sale, maturity of and principal paydowns on other investments 10,325    1,618    2,790   
Proceeds from the redemption of time deposits in other financial institutions —    8,767    12,171   
Proceeds from the maturity of and principal paydowns on securities available for sale 402,946    237,747    222,656   
Proceeds from the maturity of and principal paydowns on securities held to maturity 3,158    15,953    10,621   
Proceeds from the maturity of and principal paydowns on time deposits in other financial institutions 1,216    6,993    34,904   
Purchase of securities available for sale (2,577,106)   (1,197,822)   (1,816,564)  
Purchase of other investments (6,446)   (3,731)   (1,116)  
Net (increase) decrease in loans (90,749)   (132,401)   22,109   
Purchase of bank owned life insurance policies (28)   (2,228)   (2,000)  
Proceeds from bank owned life insurance policies 1,402    —    —   
Proceeds from sale of mortgage servicing rights 35,017    —    6,290   
Capital expenditures and investments (17,928)   (12,742)   (8,113)  
Net cash and cash equivalents received in acquisitions 76,071    212,197    71,089   
Net cash expended in divestitures (49,264)   —    —   
Proceeds from sale of equipment 903    2,972    4,867   
Proceeds on sale of OREO and other repossessed assets 8,304    11,562    10,844   
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES (573,970)   (124,220)   27,298   



HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Dollars in thousands)
For the Years Ended December 31,
2019 2018 2017
CASH FLOWS FROM FINANCING ACTIVITIES:  
Net increase in demand deposits 51,178    8,052    154,394   
Net increase (decrease) in savings accounts 680,641    318,697    (166,733)  
Net decrease in time deposit accounts (81,251)   (221,980)   (79,733)  
Proceeds on short-term revolving credit line —    25,000    20,000   
Repayments on short-term revolving credit line —    (25,000)   (20,000)  
Net decrease in short-term borrowings (51,314)   (158,519)   (25,847)  
Proceeds from short term FHLB advances 512,085    462,940    251,139   
Repayments of short term FHLB advances (546,725)   (402,102)   (241,505)  
Proceeds from other borrowings 50    30,131    —   
Repayments of other borrowings (20,693)   (59,157)   (9,645)  
Payment for the redemption of debt (2,125)   —    (13,800)  
Purchase of treasury stock —    (97)   (625)  
Proceeds from issuance of common stock 661    489    963   
Dividends paid (24,607)   (19,357)   (14,557)  
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 517,900    (40,903)   (145,949)  
Net increase in cash and cash equivalents 105,104    77,627    37,279   
Cash and cash equivalents at beginning of year 273,630    196,003    158,724   
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 378,734    $ 273,630    $ 196,003   
Supplemental disclosures:  
Cash paid for income/franchise taxes $ 37,609    $ 17,085    $ 15,817   
Cash paid for interest $ 80,238    $ 51,868    $ 33,316   
Loans transferred to OREO $ 8,066    $ 7,866    $ 5,293   
Transfer of premises from premises, furniture and equipment held for sale to premises, furniture and equipment, net $ 4,306    $ 81    $ 2,372   
Purchases of securities available for sale, accrued, not paid $ 11,106    $ —    $ 1,017   
Transfer of premises from premises, furniture and equipment, net to premises, furniture and equipment held for sale $ 4,655    $ 7,660    $ 3,442   
Securities transferred from held to maturity to available for sale $ 148,030    $ —    $ —   
Conversion of convertible debt to common stock $ —    $ —    $ 558   
Conversion/redemption of Series D preferred stock to common stock $ —    $ 938    $ 419   
Loans transferred to held for sale $ 32,111    $ 96,027    $ —   
Deposits transferred to held for sale $ 76,968    $ 106,409    $ —   
Stock consideration granted for acquisitions $ 92,258    $ 238,075    $ 175,196   
See accompanying notes to consolidated financial statements.




HEARTLAND FINANCIAL USA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ONE
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations - Heartland Financial USA, Inc. ("Heartland") is a multi-bank holding company with locations in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Colorado, Montana, Minnesota, Kansas, Missouri, Texas and California. The principal services of Heartland, which are provided through its subsidiaries, are FDIC-insured deposit accounts and related services, and loans to businesses and individuals. The loans consist primarily of commercial and commercial real estate, agricultural and agricultural real estate, residential real estate and consumer loans.

Principles of Presentation - The consolidated financial statements include the accounts of Heartland and its subsidiaries: Dubuque Bank and Trust Company; Illinois Bank & Trust; Wisconsin Bank & Trust; New Mexico Bank & Trust; Arizona Bank & Trust; Rocky Mountain Bank; Citywide Banks; Minnesota Bank & Trust; Bank of Blue Valley; Premier Valley Bank; First Bank & Trust; Citizens Finance Parent Co.; PrimeWest Mortgage Corporation; DB&T Insurance, Inc.; DB&T Community Development Corp.; Heartland Community Development, Inc.; Heartland Financial USA, Inc. Insurance Services; Citizens Finance Co.; Citizens Finance of Illinois Co.; Heartland Financial Statutory Trust IV; Heartland Financial Statutory Trust V; Heartland Financial Statutory Trust VI; Heartland Financial Statutory Trust VII; Morrill Statutory Trust I; Morrill Statutory Trust II; Sheboygan Statutory Trust I, CBNM Capital Trust I, Citywide Capital Trust III, Citywide Capital Trust IV, Citywide Capital Trust V, OCGI Statutory Trust III, OCGI Capital Trust IV, BVBC Capital Trust II, and BVBC Capital Trust III. All of Heartland’s subsidiaries are wholly-owned as of December 31, 2019.

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") and prevailing practices within the banking industry. In preparing such financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheets and revenues and expenses for the years then ended. Actual results could differ significantly from those estimates. A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses.

Business Combinations - Heartland applies the acquisition method of accounting in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 805, Business Combinations. Under the acquisition method, Heartland recognizes assets acquired, including identified intangible assets, and the liabilities assumed in acquisitions at fair value as of the acquisition date, with the acquisition-related transaction costs expensed in the period incurred. Determining the fair value of assets acquired and liabilities assumed often involves estimates based on third-party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques that may include estimates of attrition, inflation, asset growth rates, discount rates, multiples of earnings or other relevant factors. In addition, the determination of the useful lives over which an intangible asset will be amortized is subjective.

Cash and Cash Equivalents - For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits held at the Federal Reserve Bank, federal funds sold to other banks and other short-term investments. Generally, federal funds are purchased and sold for one-day periods.

Trading Securities - Trading securities represent those securities Heartland intends to actively trade and are stated at fair value with changes in fair value reflected in noninterest income. Heartland had no trading securities at both December 31, 2019 and 2018.

Debt Securities Available for Sale and Equity Securities - Available for sale securities consist of those securities not classified as held to maturity or trading, which management intends to hold for indefinite periods of time or that may be sold in response to changes in interest rates, prepayments or other similar factors. Available for sale securities are stated at fair value with any unrealized gain or loss, net of applicable income tax, reported as a separate component of stockholders’ equity. Security premiums and discounts are amortized/accreted using the interest method over the period from the purchase date to the expected maturity or call date of the related security. Declines in the fair value of investment securities available for sale (with certain exceptions for debt securities noted below) that are deemed to be other-than-temporary are charged to earnings as a realized loss, and a new cost basis for the securities is established. In evaluating whether impairment is other-than-temporary, Heartland considers the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of Heartland to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value in the near term. Declines in the fair value of debt securities below amortized cost are deemed to be other-than-temporary in circumstances where: (1) Heartland has the intent to sell a security;



(2) it is more likely than not that Heartland will be required to sell the security before recovery of its amortized cost basis; or (3) Heartland does not expect to recover the entire amortized cost basis of the security. If Heartland intends to sell a security or if it is more likely than not that Heartland will be required to sell the security before recovery, an other-than-temporary impairment write-down is recognized in earnings equal to the difference between the security’s amortized cost basis and its fair value. If Heartland does not intend to sell the security and it is not more likely than not that it will be required to sell the security before recovery, the other-than-temporary impairment write-down is separated into an amount representing credit loss, which is recognized in noninterest income, and an amount related to all other factors, which is recognized in other comprehensive income. Realized securities gains or losses on securities sales (using specific identification method) and declines in value judged to be other-than-temporary are included in impairment loss on securities in the consolidated statements of income.

Equity securities include Community Reinvestment Act mutual funds with readily determinable fair values and are carried at fair value. Certain equity securities do not have readily determinable fair values, such as Federal Reserve Bank stock and Federal Home Loan Bank stock, which are held for debt and regulatory purposes and are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer. Heartland has not recorded any impairment or other adjustments to the carrying amount of these investments during 2019.

Securities Held to Maturity - Securities which Heartland has the ability and positive intent to hold to maturity are classified as held to maturity. Such securities are stated at amortized cost, adjusted for premiums and discounts that are amortized/accreted using the interest method over the period from the purchase date to the expected maturity or call date of the related security. Unrealized losses determined to be other-than-temporary are charged to noninterest income.

Loans - Interest on loans is accrued and credited to income based primarily on the principal balance outstanding. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Heartland’s policy is to discontinue the accrual of interest income on any loan when, in the opinion of management, there is a reasonable doubt as to the timely collection of the interest and principal, normally when a loan is 90 days past due. When interest accruals are deemed uncollectible, interest credited to income in the current year is reversed and interest accrued in prior years is charged to the allowance for loan losses. A loan can be restored to accrual status if the borrower has resumed paying the full amount of the scheduled contractual interest and principal payments on the loan, and (1) all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within a reasonable period of time, and (2) that there is a sustained period of repayment performance (generally a minimum of six months) by the borrower in accordance with the scheduled contractual terms.

Under Heartland’s credit policies, a loan is impaired when, based on current information and events, it is probable that Heartland will be unable to collect all amounts due according to the contractual terms of the agreement. Loan impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except where more practical, at the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent.

Net nonrefundable loan origination fees and certain direct costs associated with the lending process are deferred and recognized as a yield adjustment over the life of the related loan.

Acquired Loans - The FASB ASC Topic 310-30 establishes accounting standards for acquired loans with deteriorated credit quality. Heartland reviews acquired loans for differences between contractual cash flows and cash flows expected to be collected from initial investment in the acquired loans to determine if those differences are attributable, at least in part, to credit quality. If those differences are attributable to credit quality, the contractually required payments received in excess of the amount of its cash flows expected at acquisition, or nonaccretable discount, is not accreted into income. FASB ASC 310-30 requires that the excess of all cash flows expected at acquisition over the initial investment in the loan be recognized as interest income using the interest method over the term of the loan. This excess is referred to as accretable discount and is recorded as a reduction of the loan balance.

When a loan is paid off, the excess of any cash received over the net investment is recorded as interest income. In addition to the amount of purchase discount that is recognized at that time, income may include interest owed by the borrower prior to the acquisition of the loan, interest collected if on nonperforming status, prepayment fees and other loan fees.

At acquisition, for purchased loans not subject to ASC 310-30, the purpose of the loan (e.g., business, agricultural or personal), the type of borrower (e.g., business or individual) and the type of collateral for the loan (e.g., commercial real estate, residential real estate, general business assets or unsecured) of each loan are considered in order to assign purchased loans into one of the following five loan pools: commercial, commercial real estate, agricultural and agricultural real estate, residential real estate



and consumer. These five pools are separately maintained and tracked for each acquisition, and they are consistent with the five loan categories presented in Note 5, "Loans."

For purchased loans not subject to ASC 310-30, the discount, if any, representing the excess of the amount of reasonably estimable and probable discounted future cash collections over the purchase price, is accreted into interest income using the interest method over the weighted average remaining contractual life of the loan pool. Because Heartland uses the pool method as described above, no adjustment is made to the discount of an individual loan on the specific date of a credit event with respect to such loan. Additionally, the discount is not accreted on nonperforming loans.

Loans not subject to ASC 310-30 migrate from the purchased loan pools to the regular loan portfolio when the borrower requests to refinance the loan prior to maturity or renews the loan at maturity, and, in either event, signs a new loan agreement. In conjunction with the refinancing or renewal process, the new loan is evaluated in accordance with Heartland’s underwriting standards, and a credit decision is made with respect to whether the new loan should be extended.

Troubled Debt Restructured Loans - Loans are considered troubled debt restructured loans ("TDR") if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. TDRs can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual TDRs are included and treated consistently with all other nonaccrual loans. In addition, all accruing TDRs are reported and accounted for as impaired loans. Generally, TDRs remain on nonaccrual until the customer has attained a sustained period of repayment performance under the modified loan terms (generally a minimum of six months). However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status.
A loan that is a TDR that has an interest rate consistent with market rates at the time of restructuring and is in compliance with its modified terms in the calendar year after the year in which the restructuring took place is no longer considered a TDR but remains an impaired loan. To be considered in compliance with its modified terms, a loan that is a TDR must be in accrual status and must be current or less than 30 days past due under the modified repayment terms; however, the loan will continue to be considered impaired. A loan that has been modified at a below market rate will remain classified as a TDR and an impaired loan. If the borrower’s financial conditions improve to the extent that the borrower qualifies for a new loan with market terms, the new loan will not be considered a TDR or impaired if Heartland's credit analysis shows the borrower's ability to perform under scheduled terms.

Loans Held for Sale - Loans held for sale are stated at the lower of cost or fair value on an aggregate basis. Gains or losses on sales are recorded in noninterest income. Direct loan origination costs and fees are deferred at origination of the loan. These deferred costs and fees are recognized in noninterest income as part of the gain or loss on sales of loans upon sale of the loan.

At December 31, 2019, loans held for sale primarily consisted of 1-4 family residential mortgages. At December 31, 2018, loans held for sale consisted of 1-4 family residential mortgages, loans held for sale in conjunction with pending branch sales, and the loan portfolios of Heartland's consumer finance subsidiaries.

Deposits Held for Sale - Deposits held for sale are stated at the lower of cost or fair value on an aggregate basis.

Mortgage Servicing and Transfers of Financial Assets - Heartland regularly sells residential mortgage loans to others, primarily government sponsored entities, on a non-recourse basis. Sold loans are not included in the accompanying consolidated balance sheets. Heartland generally retains the right to service the sold loans for a fee. During 2019, the mortgage servicing rights of Dubuque Bank and Trust Company were sold. PrimeWest Mortgage Corporation, a wholly-owned subsidiary of Heartland's First Bank and Trust subsidiary, serviced mortgage loans primarily for government sponsored entities with aggregate unpaid principal balance of $616.7 million and $648.9 million, at December 31, 2019 and 2018, respectively.

Allowance for Loan Losses - The allowance for loan losses is maintained at a level estimated by management to provide for known and inherent risks in the loan portfolios. The allowance is based upon a continuing review of past loan loss experience, current economic conditions, volume growth, the underlying collateral value of the loans and other relevant factors. Loans which are deemed uncollectible are charged off and deducted from the allowance. Provisions for loan losses and recoveries on previously charged-off loans are added to the allowance.




Reserve for Unfunded Commitments - This reserve is maintained at a level that, in the opinion of management, is appropriate to absorb probable losses associated with Heartland’s commitment to lend funds under existing agreements such as letters or lines of credit. Management determines the appropriateness of the reserve for unfunded commitments based upon reviews of delinquencies, current economic conditions, the risk characteristics of the various categories of commitments and other relevant factors. The reserve is based on estimates, and ultimate losses may vary from the current estimates. These estimates are evaluated on a regular basis and, as adjustments become necessary, they are reported in earnings in the periods in which they become known. Provisions for unfunded commitment losses are added to the reserve for unfunded commitments, which is included in the Accrued Expenses and Other Liabilities section of the consolidated balance sheets.

Premises, Furniture and Equipment, net - Premises, furniture and equipment are stated at cost less accumulated depreciation. The provision for depreciation of premises, furniture and equipment is determined by straight-line and accelerated methods over the estimated useful lives of 18 to 39 years for buildings, 15 years for land improvements and 3 to 7 years for furniture and equipment.

Premises, Furniture and Equipment Held for Sale - Premises, furniture and equipment are stated at the estimated fair value less disposal costs. Subsequent write-downs and gains or losses on the sales are recorded to loss on sales/valuation of assets, net.

Other Real Estate - Other real estate represents property acquired through foreclosures and settlements of loans. Property acquired is recorded at the estimated fair value of the property less disposal costs. The excess of carrying value over fair value less disposal costs is charged against the allowance for loan losses. Subsequent write downs estimated on the basis of later valuations and gains or losses on sales are charged to loss on sales/valuation of assets, net. Expenses incurred in maintaining such properties are charged to other real estate and loan collection expenses.

Goodwill - Goodwill represents the excess of the purchase price of acquired subsidiaries’ net assets over their fair value at the purchase date. Heartland assesses goodwill for impairment annually, and more frequently if events occur which may indicate possible impairment, and assesses goodwill at the reporting unit level, also giving consideration to overall enterprise value as part of that assessment. In evaluating goodwill for impairment, Heartland first assesses qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If Heartland concludes that it is more likely than not that the fair value of a reporting unit is more than its carrying value, then no further testing of goodwill assigned to the reporting unit is required. However, if Heartland concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then Heartland performs a two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to recognize, if any. In the first step, the fair value of a reporting unit is compared to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired and it is not necessary to continue to step two of the impairment process. If the fair value of the reporting unit is less than the carrying amount, step two is performed. In step two, the implied fair value of goodwill is compared to the carrying value of the reporting unit's goodwill. The implied fair value of goodwill is computed as a residual value after allocating the fair value of the reporting unit to its assets and liabilities. Heartland estimates the fair value of its reporting units using market multiples of comparable entities, including recent transactions, or a combination of market multiples and discounted cash flow methodology. These methods incorporate assumptions specific to the entity, such as the use of financial forecasts.

Core Deposit Intangibles and Customer Relationship Intangibles, Net - Core deposit intangibles are amortized over 8 to 18 years on an accelerated basis. Customer relationship intangibles are amortized over 22 years on an accelerated basis. Annually, Heartland reviews these intangible assets for events or circumstances that may indicate a change in the recoverability of the underlying basis.

Servicing Rights, Net - Mortgage and commercial servicing rights associated with loans originated and sold, where servicing is retained, are initially capitalized at fair value and recorded on the consolidated statements of income as a component of gains on sale of loans held for sale. The values of these capitalized servicing rights are amortized as an offset to the loan servicing income earned in relation to the servicing revenue expected to be earned.

The carrying values of these rights are reviewed quarterly for impairment based on the calculation of their fair value as performed by an outside third party. For purposes of measuring impairment, the rights are stratified into certain risk characteristics including loan type and loan term. As of December 31, 2019, a valuation allowance of $114,000 was required on Heartland's mortgage servicing rights with an original term of 15 years, and a valuation allowance of $797,000 was required on Heartland's mortgage servicing rights with an original term of 30 years. At December 31, 2018, a valuation allowance of



$20,000 was required on Heartland's mortgage servicing rights with an original term of 15 years, and a valuation allowance of $38,000 was required on Heartland's mortgage servicing rights with an original term of 30 years.

Cash Surrender Value on Life Insurance - Heartland and its subsidiaries have purchased life insurance policies on the lives of certain officers. The one-time premiums paid for the policies, which coincide with the initial cash surrender value, are recorded as an asset. Increases or decreases in the cash surrender value, other than proceeds from death benefits, are recorded as noninterest income in income on bank owned life insurance. Proceeds from death benefits first reduce the cash surrender value attributable to the individual policy and then any additional proceeds are recorded in other noninterest income.

Income Taxes - Heartland and its subsidiaries file a consolidated federal income tax return and separate or combined income or franchise tax returns as required by the various states. Heartland recognizes certain income and expenses in different time periods for financial reporting and income tax purposes. The provision for deferred income taxes is based on an asset and liability approach and represents the change in deferred income tax accounts during the year, including the effect of enacted tax rate changes. A valuation allowance is provided to reduce deferred tax assets if their expected realization is deemed not to be more likely than not.

A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Heartland recognizes interest and penalties related to income tax matters in income tax expense.

Derivative Financial Instruments - Heartland uses derivative financial instruments as part of its interest rate risk management, which includes interest rate swaps, certain interest rate lock commitments and forward sales of securities related to mortgage banking activities. FASB ASC Topic 815 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As required by ASC 815, Heartland records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. To qualify for hedge accounting, Heartland must comply with the detailed rules and documentation requirements at the inception of the hedge, and hedge effectiveness is assessed at inception and periodically throughout the life of each hedging relationship. Hedge ineffectiveness, if any, is measured periodically throughout the life of the hedging relationship.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (loss) and subsequently reclassified to interest income or expense when the hedged transaction affects earnings, while the ineffective portion of changes in the fair value of the derivative, if any, is recognized immediately in other noninterest income. Heartland assesses the effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instrument with the cumulative changes in cash flows of the designated hedged item or transaction. No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness.

Heartland has fair value hedging relationships at December 31, 2019. Heartland uses hedge accounting in accordance with ASC 815, with the unrealized gains and losses, representing the change in fair value of the derivative and the change in fair value of the risk being hedged on the related loan, being recorded in the consolidated statements of income. The ineffective portions of the unrealized gains or losses, if any, are recorded in interest income and interest expense in the consolidated statements of income. Heartland uses statistical regression to assess hedge effectiveness, both at the inception of the hedge as well as on a continual basis. The regression analysis involves regressing the periodic change in fair value of the hedging instrument against the periodic changes in the fair value of the asset being hedged due to changes in the hedge risk.

Heartland does not use derivatives for trading or speculative purposes. Derivatives not designated as hedges are not speculative and are used to manage Heartland’s exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements of ASC 815.

Mortgage Derivatives - Heartland uses interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans and mortgage backed securities. These commitments are considered derivative instruments. The fair value of these commitments is recorded on the consolidated balance sheets with the changes in fair value recorded in the consolidated statements of income as a component of gains on sale of loans held for sale. These derivative contracts are designated as free standing derivative contracts and are not designated against specific assets and liabilities on the consolidated balance sheets or forecasted transactions and therefore do not qualify for hedge accounting treatment.




Fair Value Measurements - Fair value represents the estimated price at which an orderly transaction to sell an asset or transfer a liability would take place between market participants at the measurement date under current market conditions (i.e. an exit price concept). Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using discounted cash flow or other valuation techniques. Inputs into the valuation methods are subjective in nature, involve uncertainties, and require significant judgment and therefore cannot be determined with precision. Accordingly, the derived fair value estimates presented herein are not necessarily indicative of the amounts Heartland could realize in a current market exchange. Assets and liabilities are categorized into three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine the fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Heartland's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Below is a brief description of each fair value level:

Level 1 — Valuation is based upon quoted prices for identical instruments in active markets.

Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 — Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

Treasury Stock - Treasury stock is accounted for by the cost method, whereby shares of common stock reacquired are recorded at their purchase price. When treasury stock is reissued, any difference between the sales proceeds, or fair value when issued for business combinations, and the cost is recognized as a charge or credit to capital surplus.

Trust Department Assets - Property held for customers in fiduciary or agency capacities is not included in the accompanying consolidated balance sheets because such items are not assets of the Heartland banks.

Earnings Per Share - Basic earnings per share is determined using net income available to common stockholders and weighted average common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average common shares and assumed incremental common shares issued. Amounts used in the determination of basic and diluted earnings per share for the years ended December 31, 2019, 2018 and 2017, are shown in the table below:
(Dollars and number of shares in thousands, except per share data)   2019 2018 2017
Net income attributable to Heartland $ 149,129    $ 116,998    $ 75,272   
Preferred dividends —    (39)   (58)  
Interest expense on convertible preferred debt —    —    12   
Net income available to common stockholders $ 149,129    $ 116,959    $ 75,226   
Weighted average common shares outstanding for basic earnings per share 35,991    33,012    28,168   
Assumed incremental common shares issued upon vesting of restricted stock units 71    201    258   
Weighted average common shares for diluted earnings per share 36,062    33,213    28,426   
Earnings per common share — basic $ 4.14    $ 3.54    $ 2.67   
Earnings per common share — diluted $ 4.14    $ 3.52    $ 2.65   




Subsequent Events - Heartland has evaluated subsequent events that may require recognition or disclosure through the filing date of this Annual Report on Form 10-K with the SEC.

On February 11, 2020, Heartland entered into a definitive merger agreement to acquire AIM Bancshares, Inc., and its wholly-owned subsidiary, AimBank, headquartered in Levelland, Texas. See Note 2, "Acquisitions," for further details regarding this acquisition.

Effect of New Financial Accounting Standards - In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." Topic 842 requires a lessee to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard established a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as financing or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The amendment was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and was to be applied on a modified retrospective basis. Heartland leases certain properties and equipment under operating leases that resulted in recognition of lease assets and lease liabilities on the consolidated balance sheets under the ASU; however the majority of Heartland's properties and equipment are owned, not leased. The modified retrospective approach included a number of optional practical expedients that entities may elect to apply. These practical expedients related to the identification and classification of leases that commenced before the effective date, initial direct costs for leases that commenced before the effective date, and the ability to use hindsight in evaluating lessee options to extend or terminate a lease or to purchase the underlying asset. Early adoption was permitted. In January 2018, the FASB issued an amendment to provide entities with the optional practical expedient to not evaluate existing or expired land easements that were previously not accounted for as leases under Topic 840. In July 2018, the FASB issued ASU 2018-11, "Leases - Targeted Improvements" to provide entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, entities could have elected not to recast the comparative periods presented when transitioning to the new leasing standard, and lessors could have elected not to separate lease and non-lease components when certain conditions are met. The amendments had the same effective date as ASU 2016-02. Heartland adopted the accounting standard on January 1, 2019, on a modified retrospective basis, as required, and has not restated comparative periods. Heartland adopted the practical expedients, which allow for existing leases to be accounted for under previous guidance with the exception of balance sheet recognition for lessees. The adoption of the new standard resulted in the recording of ROU assets and lease liabilities of approximately $25.9 million and $27.6 million, respectively, and a net deferred tax asset of $440,000 on January 1, 2019. The difference between the lease assets, lease liabilities and net deferred tax assets, which was $1.3 million, was recorded as an adjustment to retained earnings. The adoption of the standard did not impact Heartland's results of operations or liquidity. See Note 23, "Leases", for more information on Heartland's leases.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)." The amendments in this ASU require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The amendments in this ASU indicate that an entity should not use the length of time a security has been in an unrealized loss position to avoid recording a credit loss. In addition, in determining whether a credit loss exists, the amendments in this ASU also remove the requirements to consider the historical and implied volatility of the fair value of a security and recoveries or declines in fair value after the balance sheet date. The amendment is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. An entity may adopt the amendments earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Heartland adopted the accounting standard on January 1, 2020, as required. In April 2019, the FASB also issued ASU 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments." As it relates to current expected credit losses, this guidance amends certain provisions contained in ASU 2016-13, particularly with regards to the inclusion of accrued interest in the definition of amortized cost, as well as clarifying the extension and renewal options that are not unconditionally cancelable by the entity that are included in the original or modified contract should be considered in the entity's determination of expected credit losses. Upon adoption of ASU 2016-13, a cumulative-effect adjustment to retained earnings will be recorded as of the beginning of the first reporting period in which the guidance is effective.

Heartland's preparation for the adoption of this standard included:
Entering into an agreement with a third party vendor for consulting services and a technology solution.
Implementing a technology solution and producing quarterly parallel runs in 2019.



Entering into an agreement with a third party to validate the new expected loss rate model, completing the first phase of this validation including implementing recommended changes, and starting the second phase of model validation, which includes methodology documentation review and internal controls testing.

Management currently expects the adoption of ASU 2016-13 will result in an increase of $17.6 million to $28.2 million in the allowance for loan losses and the reserve for unfunded commitments. Because management is finalizing and refining its controls and processes, the ultimate impact of the adoption of ASU 2016-13 as of January 1, 2020, could differ from the current expectation. The expected increase is a result of changing from an "incurred loss" model, which encompasses an allowance for current known and inherent losses within the portfolio to an "expected loss" model, which encompasses allowances for losses expected to be incurred over the life of the portfolio including unused loan commitments, as well as establishing an allowance for $1.80 billion of gross loans covered under purchase accounting valuations at December 31, 2019. Furthermore, ASU 2016-13 requires that an allowance for expected credit losses for certain debt securities and other financial assets is established; however management does not expect these allowances to be significant. The adoption of ASU 2016-13 is not expected to have a significant impact on Heartland's regulatory capital ratios.

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350)." This amendment is to simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Instead, an entity will perform only step one of its quantitative goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and then recognizing the impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. An entity will still have the option to perform a qualitative assessment for a reporting unit to determine if the quantitative step one impairment test is necessary. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied prospectively. Early adoption is permitted, including in an interim period for impairment tests performed after January 1, 2017. Heartland intends to adopt this ASU in the third quarter of 2020, consistent with the annual impairment test as of September 30, 2020, and is currently evaluating the potential impact of this guidance on its results of operations, financial position and liquidity.

In March 2017, the FASB issued ASU 2017-08, "Receivables - Nonrefundable Fee and Other Costs (Subtopic 310-20)." These amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount. Discounts continue to be amortized to maturity. These amendments are effective for public business entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption was permitted, including adoption in an interim period. If any entity early adopts the amendments in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes the interim period. The amendments must be applied and Heartland applied these amendments on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Heartland adopted this ASU on January 1, 2019, as required, and determined these amendments did not have a material impact on its results of operations, financial position and liquidity.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities." The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. For a closed portfolio of prepayable financial assets or one or more beneficial interests secured by a portfolio of prepayable financial instruments, this ASU permits an entity to designate an amount that is not expected to be affected by prepayments, defaults, and other events affecting the timing and amount of cash flows (the "last-of-layer" method). Under this designation, prepayment risk is not incorporated into the measurement of the hedged item. ASU 2017-12 requires a modified retrospective transition method in which Heartland will recognize the cumulative effect of the change on the opening balance of each affected component of equity on the balance sheet as of the date of adoption. Heartland adopted this ASU on January 1, 2019, as required, and as a result of the adoption, $148.0 million of held to maturity securities were reclassified to available for sale debt securities carried at fair value. There was no impact to Heartland's results of operations, or liquidity as a result of the adoption of this amendment.

In August 2018, the FASB issued ASU 2018-13, "Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted. Entities are also allowed to elect early adoption for the



eliminated or modified disclosure requirements and delay adoption of the new disclosure requirements until their effective date. Heartland intends to adopt this ASU in 2020, as required, and because the ASU only revises disclosure requirements, the adoption of this ASU will not have a material impact on Heartland's results of operations, financial position and liquidity.

In August 2018, the FASB issued ASU 2018-15, "Intangible-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract." The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this update require an entity in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The amendments also require the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendment is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, and the amendment can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. Early adoption was permitted. Heartland early adopted this ASU using the prospective approach in the second quarter of 2019, and the adoption did not have a material impact on its results of operations, financial position and liquidity.

In October 2018, the FASB issued ASU 2018-16, "Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting."  In the United States, eligible benchmark interest rates under Topic 815 are interest rates on direct Treasury obligations of the U.S. government ("UST"), the London Interbank Offered Rate ("LIBOR") swap rate, and the Overnight Index Swap ("OIS") Rate based on the Fed Funds Effective Rate. When the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, in August 2017, it introduced the Securities Industry and Financial Markets Association ("SIFMA") Municipal Swap Rate as the fourth permissible U.S. benchmark rate. The new ASU adds the OIS rate based on the Secured Overnight Financing Rate ("SOFR") as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. The amendments in this update became effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years and the financial statement impact immediately upon adoption was immaterial. The future financial statement impact will depend on any new contracts entered into using new benchmark rates, as well as any existing contracts that get migrated from LIBOR to new benchmark interest rates. Heartland is currently evaluating the impact of the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates, including but not limited to the SOFR. Currently, Heartland has adjustable rate loans, several debt obligations and derivative instruments in place that reference LIBOR-based rates. The transition from LIBOR is estimated to take place at the end of 2021, and management will continue to actively assess the related opportunities and risks involved in this transition.

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes." The guidance issued in this update simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. ASU 2019-12 also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. Heartland intends to adopt this ASU on January 1, 2021, as required, and the adoption is not expected to have a material impact on its results of operations, financial position and liquidity.




TWO
ACQUISITIONS

Pending Acquisition
AIM Bancshares, Inc.
On February 11, 2020, Heartland entered into a definitive merger agreement to acquire AIM Bancshares, Inc., and its wholly-owned subsidiary, AimBank, headquartered in Levelland, Texas. As of the announcement date, the shares of Heartland common stock to be issued in the transaction along with cash to be paid to holders of AIM Bancshares, Inc. common stock and the cash to be paid to holders of in-the-money options to purchase AIM Bancshares, Inc. common stock, had an aggregate value of approximately $280.4 million. Simultaneous with the closing of the transaction, AimBank will merge into Heartland's Texas-based subsidiary, First Bank & Trust, and the combined entity will operate as First Bank & Trust. The amount of the merger consideration is subject to fluctuations in the price of Heartland common stock and certain potential adjustments, and the transaction is subject to customary closing conditions. As of December 31, 2019, AimBank had total assets of $1.78 billion, $1.16 billion of net loans outstanding, and $1.54 billion of deposits. Because the merger agreement was signed on February 11, 2020, and the transaction is expected to close in the third quarter of 2020, the transaction has no impact on Heartland's 2019 consolidated financial statements.

Rockford Bank and Trust Company
On November 30, 2019, Heartland's Illinois Bank & Trust subsidiary completed its acquisition of substantially all of the assets and substantially all of the deposits and certain other liabilities of Rockford Bank and Trust Company, headquartered in Rockford, Illinois. Rockford Bank and Trust Company was a wholly-owned subsidiary of Moline, Illinois-based QCR Holdings, Inc. As of the closing date, Rockford Bank and Trust Company had, at fair value, total assets of $495.7 million, which included $354.0 million of gross loans held to maturity, and $430.3 million of deposits. The all-cash payment was approximately $46.6 million.

Blue Valley Ban Corp.
On May 10, 2019, Heartland completed the acquisition of Blue Valley Ban Corp. and its wholly-owned subsidiary, Bank of Blue Valley, headquartered in Overland Park, Kansas. Based on Heartland's closing common stock price of $44.78 per share on May 10, 2019, the aggregate consideration paid to Blue Valley Ban Corp. common shareholders was $92.3 million, which was paid by delivery of 2,060,258 shares of Heartland common stock. On the closing date, in addition to this merger consideration, Heartland provided Blue Valley Ban Corp. the funds necessary to repay outstanding debt of $6.9 million, and Heartland assumed $16.1 million of trust preferred securities at fair value. Immediately following the closing of the transaction, Bank of Blue Valley was merged with and into Heartland's wholly-owned Kansas subsidiary, Morrill & Janes Bank and Trust Company, and the combined entity operates under the Bank of Blue Valley brand. As of the closing date, Blue Valley Ban Corp. had, at fair value, total assets of $766.2 million, total loans held to maturity of $542.0 million, and total deposits of $617.1 million. The transaction was a tax-free reorganization with respect to the stock consideration received by the stockholders of Blue Valley Ban Corp.
Signature Bancshares, Inc.
On February 23, 2018, Heartland completed the acquisition of Signature Bancshares, Inc., parent company of Signature Bank, headquartered in Minnetonka, Minnesota. Under the terms of the definitive merger agreement, Heartland acquired Signature Bancshares, Inc. in a transaction valued at approximately $61.4 million, of which $7.8 million was cash, and the remainder was settled by delivery of 1,000,843 shares of Heartland common stock. Simultaneous with the close, Signature Bank merged into Heartland's wholly-owned Minnesota Bank & Trust subsidiary, and the combined entity operates under the Minnesota Bank & Trust brand name. The transaction included, at fair value, total assets of $427.1 million, including $324.5 million of gross loans held to maturity, and deposits of $357.3 million. On the closing date, Heartland provided Signature Bancshares, Inc. the funds necessary to repay outstanding subordinated debt of $5.9 million. The transaction was a tax-free reorganization with respect to the stock consideration received by the stockholders of Signature Bancshares, Inc.

First Bank Lubbock Bancshares, Inc.
On May 18, 2018, Heartland completed the acquisition of Lubbock, Texas based First Bank Lubbock Bancshares, Inc., parent company of First Bank & Trust, and PrimeWest Mortgage Corporation, which is a wholly-owned subsidiary of First Bank & Trust. Under the terms of the definitive merger agreement, Heartland acquired FBLB in a transaction valued at approximately $189.9 million, of which $5.5 million was cash, and the remainder was settled by delivery of 3,350,664 shares of Heartland common stock. On the closing date, in addition to this merger consideration, Heartland provided First Bank Lubbock Bancshares, Inc. the funds necessary to repay outstanding debt of $3.9 million, and Heartland assumed $8.2 million of trust preferred securities at fair value. Immediately after the close of the transaction, Heartland paid $13.3 million to the holders of First Bank Lubbock Bancshares Inc.'s stock appreciation rights. The transaction included, at fair value, total assets of $1.12 billion, including $681.1 million of gross loans held to maturity, and deposits of $893.8 million. Upon closing of the



transaction, First Bank & Trust became a wholly-owned subsidiary of Heartland and continues to operate under its current name and management team as Heartland's eleventh state-chartered bank. The transaction was a tax-free reorganization with respect to the stock consideration received by the stockholders of First Bank Lubbock Bancshares, Inc.
The assets and liabilities of First Bank Lubbock Bancshares, Inc. were recorded on the consolidated balance sheet at the estimated fair value on the acquisition date. The following table represents, in thousands, the amounts recorded on the consolidated balance sheet as of May 18, 2018:
As of May 18, 2018
Fair value of consideration paid:
Common stock (3,350,664 shares)
$ 184,454   
Cash 5,451   
Total consideration paid 189,905   
Fair value of assets acquired
Cash and cash equivalents 212,105   
Securities:
Carried at fair value 1,788   
Other securities 3,268   
Loans held for sale 31,050   
Loans held to maturity 681,080   
Premises, furniture and equipment, net 23,271   
Other real estate, net 379   
Mortgage servicing rights 6,995   
Core deposit intangibles and customer relationships, net 13,908   
Cash surrender value on life insurance 14,997   
Other assets 7,185   
Total assets 996,026   
Fair value of liabilities assumed
Deposits 893,827   
Other borrowings 12,077   
Other liabilities 21,580   
Total liabilities assumed 927,484   
Fair value of net assets acquired 68,542   
Goodwill resulting from acquisition $ 121,363   

Heartland recognized $121.4 million of goodwill in conjunction with the acquisition of First Bank Lubbock Bancshares, Inc., which is calculated as the excess of both the consideration exchanged and the liabilities assumed as compared to the fair value of identifiable assets acquired. Goodwill resulted from the expected operational synergies, enhanced market area, cross-selling opportunities and expanded business lines. See Note 6 for further information on goodwill.

Heartland incurred $1.1 million of pre-tax merger related expenses in the year ended December 31, 2018, associated with the First Bank Lubbock Bancshares, Inc. acquisition. The merger expenses are reflected on the consolidated statements of income for the applicable period and are reported primarily in the categories of professional fees and other noninterest expenses.

Acquired loans were preliminarily recorded at fair value based on a discounted cash flow valuation methodology that considers, among other things, projected default rates, loss given defaults and recovery rates. No allowance for credit losses was carried over from the acquisition. The balance of nonaccrual loans on the acquisition date was $7.6 million.




THREE
CASH AND DUE FROM BANKS

The Heartland banks are required to maintain certain average cash reserve balances as a non-member bank of the Federal Reserve System. The reserve balance requirements at December 31, 2019 and 2018, were $46.8 million and $15.2 million, respectively.

FOUR
SECURITIES

The amortized cost, gross unrealized gains and losses and estimated fair values of debt securities available for sale and equity securities with a readily determinable fair value as of December 31, 2019, and December 31, 2018, are summarized in the table below, in thousands:
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
December 31, 2019        
U.S. government corporations and agencies $ 9,844    $ 49    $ —    $ 9,893   
Mortgage and asset-backed securities 2,579,081    17,200    (19,003)   2,577,278   
Obligations of states and political subdivisions 704,073    12,516    (9,399)   707,190   
Total debt securities 3,292,998    29,765    (28,402)   3,294,361   
Equity securities with a readily determinable fair value 18,435    —    —    18,435   
Total $ 3,311,433    $ 29,765    $ (28,402)   $ 3,312,796   
December 31, 2018
U.S. government corporations and agencies $ 32,075    $   $ (127)   $ 31,951   
Mortgage and asset-backed securities 2,061,358    3,740    (38,400)   2,026,698   
Obligations of states and political subdivisions 382,101    919    (8,046)   374,974   
Total debt securities 2,475,534    4,662    (46,573)   2,433,623   
Equity securities 17,086    —    —    17,086   
Total $ 2,492,620    $ 4,662    $ (46,573)   $ 2,450,709   

On January 1, 2019, Heartland adopted ASU 2017-12, and as a result of the adoption, $148.0 million of held to maturity debt securities were transferred to debt securities available for sale. The securities were transferred at book value on the date of the transfer.

Equity securities include money market accounts that totaled $18.4 million at carrying value and $18.4 million at fair value at December 31, 2019. The portion of unrealized net gains on equity securities recognized in current earnings during 2019, which related to securities still held at December 31, 2019, totaled $525,000.

The amortized cost, gross unrealized gains and losses and estimated fair values of held to maturity securities as of December 31, 2019, and December 31, 2018, are summarized in the table below, in thousands:
 
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
December 31, 2019        
Obligations of states and political subdivisions $ 91,324    $ 9,160    $ —    $ 100,484   
Total $ 91,324    $ 9,160    $ —    $ 100,484   
December 31, 2018
Obligations of states and political subdivisions $ 236,283    $ 9,554    $ (496)   $ 245,341   
Total $ 236,283    $ 9,554    $ (496)   $ 245,341   

No transfers from available for sale to held to maturity were made in 2019 or 2018.




The amortized cost and estimated fair value of investment securities carried at fair value at December 31, 2019, by contractual maturity are as follows, in thousands. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.
December 31, 2019
Amortized Cost Estimated Fair Value
Due in 1 year or less $ 12,121    $ 12,171   
Due in 1 to 5 years 28,111    28,434   
Due in 5 to 10 years 76,299    77,942   
Due after 10 years 597,386    598,536   
    Total debt securities 713,917    717,083   
Mortgage and asset-backed securities 2,579,081    2,577,278   
Equity securities with a readily determinable fair value 18,435    18,435   
Total investment securities $ 3,311,433    $ 3,312,796   

The amortized cost and estimated fair value of debt securities held to maturity at December 31, 2019, by contractual maturity are as follows, in thousands. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without penalties.
December 31, 2019
Amortized Cost Estimated Fair Value
Due in 1 year or less $ 2,443    $ 2,472   
Due in 1 to 5 years 17,604    18,153   
Due in 5 to 10 years 59,708    64,775   
Due after 10 years 11,569    15,084   
Total investment securities $ 91,324    $ 100,484   

As of December 31, 2019, securities with a carrying value of $509.6 million were pledged to secure public and trust deposits, short-term borrowings and for other purposes as required and permitted by law.

Gross gains and losses realized related to sales of securities carried at fair value for the years ended December 31, 2019, 2018 and 2017 are summarized as follows, in thousands:
  2019 2018 2017
Available for Sale Securities sold:    
Proceeds from sales $ 1,628,467    $ 727,895    $ 1,456,750   
Gross security gains 11,774    3,661    10,585   
Gross security losses 4,115    2,576    3,812   




The following tables summarize, in thousands, the amount of unrealized losses, defined as the amount by which cost or amortized cost exceeds fair value, and the related fair value of investments with unrealized losses in Heartland's securities portfolio as of December 31, 2019, and December 31, 2018. The investments were segregated into two categories: those that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. The reference point for determining how long an investment was in an unrealized loss position was December 31, 2019, and December 31, 2018, respectively. Securities for which Heartland has taken credit-related other-than-temporary impairment ("OTTI") write-downs are categorized as being "less than 12 months" or "12 months or longer" in a continuous loss position based on the point in time that the fair value declined to below the cost basis and not the period of time since the credit-related OTTI write-down.
Debt 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, 2019
U.S. government corporations and agencies $ —    $ —    $ —    $ —    $ —    $ —   
Mortgage and asset-backed securities 1,231,732    (14,189)   241,232    (4,814)   1,472,964    (19,003)  
Obligations of states and political subdivisions 387,534    (9,399)   —    —    387,534    (9,399)  
Total temporarily impaired securities $ 1,619,266    $ (23,588)   $ 241,232    $ (4,814)   $ 1,860,498    $ (28,402)  
December 31, 2018
U.S. government corporations and agencies $ 24,902    $ (83)   $ 4,577    $ (44)   $ 29,479    $ (127)  
Mortgage and asset-backed securities 733,826    (9,060)   805,089    (29,340)   1,538,915    (38,400)  
Obligations of states and political subdivisions 34,990    (390)   258,143    (7,656)   293,133    (8,046)  
Total temporarily impaired securities $ 793,718    $ (9,533)   $ 1,067,809    $ (37,040)   $ 1,861,527    $ (46,573)  

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, 2019
Obligations of states and political subdivisions    $ —    $ —    $ —    $ —    $ —    $ —   
Total temporarily impaired securities    $ —    $ —    $ —    $ —    $ —    $ —   
December 31, 2018
Obligations of states and political subdivisions    $ 10,802    $ (17)   $ 19,508    $ (479)   $ 30,310    $ (496)  
Total temporarily impaired securities    $ 10,802    $ (17)   $ 19,508    $ (479)   $ 30,310    $ (496)  

Heartland reviews the investment securities portfolio on a quarterly basis to monitor its exposure to OTTI. A determination as to whether a security's decline in fair value is other-than-temporary takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors Heartland may consider in the OTTI analysis include the length of time the security has been in an unrealized loss position, changes in security ratings, financial condition of the issuer, as well as security and industry specific economic conditions. In addition, with regard to debt securities, Heartland may also evaluate payment structure, whether there are defaulted payments or expected defaults, prepayment speeds and the value of any underlying collateral. For certain debt securities in unrealized loss positions, Heartland prepares cash flow analyses to compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security.

There were no gross realized gains or losses on the sale of securities carried at fair value or held to maturity securities with OTTI write-downs for the periods ended December 31, 2019, 2018, and 2017.




Included in other securities were shares of stock in each Federal Home Loan Bank (the "FHLB") of Des Moines, Chicago, Dallas, San Francisco and Topeka at an amortized cost of $16.8 million at December 31, 2019 and $16.6 million at December 31, 2018.

The Heartland banks are required to maintain FHLB stock as members of the various FHLBs as required by these institutions. These equity securities are "restricted" in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other marketable equity securities and their fair value approximates amortized cost. Heartland considers its FHLB stock as a long-term investment that provides access to competitive products and liquidity. Heartland evaluates impairment in these investments based on the ultimate recoverability of the par value and at December 31, 2019, did not consider the investments to be other than temporarily impaired.




FIVE
LOANS

Loans as of December 31, 2019, and December 31, 2018, were as follows, in thousands:
December 31, 2019 December 31, 2018
Loans receivable held to maturity:    
Commercial $ 2,419,909    $ 2,020,231   
Commercial real estate 4,370,549    3,711,481   
Agricultural and agricultural real estate 533,064    565,408   
Residential real estate 597,742    673,603   
Consumer 452,233    440,158   
Gross loans receivable held to maturity 8,373,497    7,410,881   
Unearned discount (680)   (1,624)  
Deferred loan fees (4,900)   (1,560)  
Total net loans receivable held to maturity 8,367,917    7,407,697   
Allowance for loan losses (70,395)   (61,963)  
Loans receivable, net $ 8,297,522    $ 7,345,734   

Heartland has certain lending policies and procedures in place that are designed to provide for an acceptable level of credit risk. The board of directors reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management and the board with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming loans and potential problem loans. See Note 1 for Heartland's accounting policy for loans.

Heartland originates commercial and commercial real estate loans for a wide variety of business purposes, including lines of credit for capital and operating purposes and term loans for real estate and equipment purchases. Agricultural loans provide financing for capital improvements and farm operations, as well as livestock and machinery purchases. Residential mortgage loans are originated for the construction, purchase or refinancing of single family residential properties. Consumer loans include loans for motor vehicles, home improvement, home equity and personal lines of credit.

Under Heartland’s credit practices, a loan is impaired when, based on current information and events, it is probable that Heartland will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loan impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, except where more practical, at the observable market price of the loan or the fair value of the collateral if the loan is collateral dependent.

The following table shows the balance in the allowance for loan losses at December 31, 2019, and December 31, 2018, and the related loan balances, disaggregated on the basis of impairment methodology, in thousands. Loans evaluated under ASC 310-10-35 include loans on nonaccrual status and troubled debt restructurings, which are individually evaluated for impairment, and other impaired loans deemed to have similar risk characteristics. All other loans are collectively evaluated for impairment under ASC 450-20. Heartland has made no changes to the accounting for the allowance for loan losses policy during 2019 or 2018.



Allowance For Loan Losses
Gross Loans 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, 2019
Commercial $ 6,245    $ 21,499    $ 27,744    $ 24,438    $ 2,395,471    $ 2,419,909   
Commercial real estate 451    30,292    30,743    18,652    4,351,897    4,370,549   
Agricultural and agricultural real estate 916    4,701    5,617    22,686    510,378    533,064   
Residential real estate 110    1,328    1,438    16,740    581,002    597,742   
Consumer 450    4,403    4,853    4,536    447,697    452,233   
Total $ 8,172    $ 62,223    $ 70,395    $ 87,052    $ 8,286,445    $ 8,373,497   
December 31, 2018
Commercial $ 5,733    $ 18,772    $ 24,505    $ 24,202    $ 1,996,029    $ 2,020,231   
Commercial real estate 218    25,320    25,538    14,388    3,697,093    3,711,481   
Agricultural and agricultural real estate 686    4,267    4,953    15,951    549,457    565,408   
Residential real estate 168    1,617    1,785    20,251    653,352    673,603   
Consumer 749    4,433    5,182    7,004    433,154    440,158   
Total $ 7,554    $ 54,409    $ 61,963    $ 81,796    $ 7,329,085    $ 7,410,881   

The following table presents nonaccrual loans, accruing loans past due 90 days or more and troubled debt restructured loans at December 31, 2019, and December 31, 2018, in thousands:
December 31, 2019 December 31, 2018
Nonaccrual loans $ 72,754    $ 67,833   
Nonaccrual troubled debt restructured loans 3,794    4,110   
Total nonaccrual loans $ 76,548    $ 71,943   
Accruing loans past due 90 days or more $ 4,105    $ 726   
Performing troubled debt restructured loans $ 3,794    $ 4,026   

Heartland had $7.6 million of troubled debt restructured loans at December 31, 2019, of which $3.8 million were classified as nonaccrual and $3.8 million were accruing according to the restructured terms. Heartland had $8.1 million of troubled debt restructured loans at December 31, 2018, of which $4.1 million were classified as nonaccrual and $4.0 million were accruing according to the restructured terms.



The following table provides information on troubled debt restructured loans that were modified during the years ended December 31, 2019, and December 31, 2018, in thousands:
For the Years Ended
December 31, 2019 December 31, 2018
Number of Loans Pre-Modification Recorded Investment Post-Modification Recorded Investment Number of Loans Pre-Modification Recorded Investment Post-Modification Recorded Investment
Commercial   $ 40    $ 40    —    $ —    $ —   
Commercial real estate —    —    —    —    —    —   
Total commercial and commercial real estate   40    40    —    —    —   
Agricultural and agricultural real estate —    —    —    —    —    —   
Residential real estate   623    649    16    2,843    2,559   
Consumer —    —    —    —    —    —   
Total   $ 663    $ 689    16    $ 2,843    $ 2,559   
The pre-modification and post-modification recorded investment represents amounts as of the date of loan modification. The difference between the pre-modification investment and post-modification investment amounts on Heartland’s residential real estate troubled debt restructured loans is due to principal deferment collected from government guarantees and capitalized interest and escrow. At December 31, 2019, there were no commitments to extend credit to any of the borrowers with an existing TDR.

The following table provides information on troubled debt restructured loans for which there was a payment default during the years ended December 31, 2019, and December 31, 2018, in thousands, that had been modified during the 12-month period prior to the default:
With Payment Defaults During the Following Periods
For the Years Ended   
December 31, 2019 December 31, 2018
Number of Loans    Recorded Investment    Number of Loans    Recorded Investment   
Commercial —    $ —    —    $ —   
Commercial real estate —    —    —    —   
  Total commercial and commercial real estate —    —    —    —   
Agricultural and agricultural real estate —    —    —    —   
Residential real estate   210      1,036   
Consumer —    —    —    —   
  Total   $ 210      $ 1,036   

Heartland's internal rating system is a series of grades reflecting management's risk assessment, based on its analysis of the borrower's financial condition. The "pass" category consists of all loans that are not in the "nonpass" category, categorized into a range of loan grades that reflect increasing, though still acceptable, risk. Movement of risk through the various grade levels in the pass category is monitored for early identification of credit deterioration. The "nonpass" category consists of special mention, substandard, doubtful and loss loans. The "special mention" rating is attached to loans where the borrower exhibits negative financial trends due to borrower specific or systemic conditions that, if left uncorrected, threaten its capacity to meet its debt obligations. The borrower is believed to have sufficient financial flexibility to react to and resolve its negative financial situation. These credits are closely monitored for improvement or deterioration. The "substandard" rating is assigned to loans that are inadequately protected by the current sound net worth and paying capacity of the borrower and may be further at risk due to deterioration in the value of collateral pledged. Well-defined weaknesses jeopardize liquidation of the debt. These loans are still considered collectible, however, a distinct possibility exists that Heartland will sustain some loss if deficiencies are not corrected. Substandard loans may exhibit some or all of the following weaknesses: deteriorating trends, lack of earnings, inadequate debt service capacity, excessive debt and/or lack of liquidity. The "doubtful" rating is assigned to loans where identified weaknesses make collection or liquidation in full, on the basis of existing facts, conditions and values, highly questionable and improbable. These borrowers are usually in default, lack liquidity and capital, as well as resources necessary to remain an operating entity. Specific pending events, such as capital injections, liquidations or perfection of liens on



additional collateral, may strengthen the credit, thus deferring classification of the loan as loss until exact status can be determined. The "loss" rating is assigned to loans considered uncollectible. As of December 31, 2019, Heartland had no loans classified as doubtful and no loans classified as loss. Loans are placed on "nonaccrual" when management does not expect to collect payments of principal and interest in full or when principal or interest has been in default for a period of 90 days or more, unless the loan is both well secured and in the process of collection.

The following table presents loans by credit quality indicator at December 31, 2019, and December 31, 2018, in thousands:
Pass Nonpass Total
December 31, 2019
Commercial $ 2,251,115    $ 168,794    $ 2,419,909   
Commercial real estate 4,141,436    229,113    4,370,549   
  Total commercial and commercial real estate 6,392,551    397,907    6,790,458   
Agricultural and agricultural real estate 415,455    117,609    533,064   
Residential real estate 569,401    28,341    597,742   
Consumer 439,321    12,912    452,233   
  Total gross loans receivable held to maturity $ 7,816,728    $ 556,769    $ 8,373,497   
December 31, 2018
Commercial $ 1,880,579    $ 139,652    $ 2,020,231   
Commercial real estate 3,524,344    187,137    3,711,481   
  Total commercial and commercial real estate 5,404,923    326,789    5,731,712   
Agricultural and agricultural real estate 471,642    93,766    565,408   
Residential real estate 645,478    28,125    673,603   
Consumer 425,451    14,707    440,158   
  Total gross loans receivable held to maturity $ 6,947,494    $ 463,387    $ 7,410,881   

The nonpass category in the table above is comprised of approximately 60% special mention and 40% substandard as of December 31, 2019. The percentage of nonpass loans on nonaccrual status as of December 31, 2019, was 14%. As of December 31, 2018, the nonpass category in the table above was comprised of approximately 52% special mention and 48% substandard. The percentage of nonpass loans on nonaccrual status as of December 31, 2018, was 16%. Loans delinquent 30-89 days as a percentage of total loans were 0.33% at December 31, 2019, and 0.21% at December 31, 2018. Changes in credit risk are monitored on a continuous basis and changes in risk ratings are made when identified. All impaired loans are reviewed at least annually.

As of December 31, 2019, Heartland had $2.7 million of loans secured by residential real estate property that were in the process of foreclosure.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Heartland’s policy is to discontinue the accrual of interest income on any loan when, in the opinion of management, there is a reasonable doubt as to the timely collection of the interest and principal, normally when a loan is 90 days past due. When interest accruals are deemed uncollectible, interest credited to income in the current year is reversed and interest accrued in prior years is charged to the allowance for loan losses. A loan can be restored to accrual status if the borrower has resumed paying the full amount of the scheduled contractual interest and principal payments on the loan, and (1) all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within a reasonable period of time, and (2) that there is a sustained period of repayment performance (generally a minimum of six months) by the borrower in accordance with the scheduled contractual terms.




The following table sets forth information regarding Heartland's accruing and nonaccrual loans at December 31, 2019, and December 31, 2018, in thousands:
Accruing Loans
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
or More
Past Due
Total
Past Due
Current Nonaccrual Total Loans
December 31, 2019
Commercial $ 5,075    $ 726    $ 3,899    $ 9,700    $ 2,384,637    $ 25,572    $ 2,419,909   
Commercial real estate 9,457    1,012    84    10,553    4,348,672    11,324    4,370,549   
Total commercial and commercial real estate 14,532    1,738    3,983    20,253    6,733,309    36,896    6,790,458   
Agricultural and agricultural real estate 3,734    209    26    3,969    504,419    24,676    533,064   
Residential real estate 4,382    72    96    4,550    582,257    10,935    597,742   
Consumer 2,674    482    —    3,156    445,036    4,041    452,233   
Total gross loans receivable held to maturity $ 25,322    $ 2,501    $ 4,105    $ 31,928    $ 8,265,021    $ 76,548    $ 8,373,497   
December 31, 2018
Commercial $ 2,574    $ 205    $ —    $ 2,779    $ 1,991,525    $ 25,927    $ 2,020,231   
Commercial real estate 4,819    —    726    5,545    3,694,259    11,677    3,711,481   
Total commercial and commercial real estate 7,393    205    726    8,324    5,685,784    37,604    5,731,712   
Agricultural and agricultural real estate 99    —    —    99    549,376    15,933    565,408   
Residential real estate 5,147    49    —    5,196    655,329    13,078    673,603   
Consumer 2,724    307    —    3,031    431,799    5,328    440,158   
Total gross loans receivable held to maturity $ 15,363    $ 561    $ 726    $ 16,650    $ 7,322,288    $ 71,943    $ 7,410,881   




The majority of Heartland's impaired loans are those that are nonaccrual, are past due 90 days or more and still accruing or have had their terms restructured in a troubled debt restructuring. The following tables present the unpaid principal balance that was contractually due at December 31, 2019, and December 31, 2018, the outstanding loan balance recorded on the consolidated balance sheets at December 31, 2019, and December 31, 2018, any related allowance recorded for those loans as of December 31, 2019, and December 31, 2018, the average outstanding loan balance recorded on the consolidated balance sheets during the years ended December 31, 2019, and December 31, 2018, and the interest income recognized on the impaired loans during the year ended December 31, 2019, and year ended December 31, 2018, in thousands:
Unpaid
Principal
Balance
Loan
Balance
Related
Allowance
Recorded
Year-to-Date
Avg. Loan
Balance
Year-to-Date
Interest Income
Recognized
December 31, 2019
Impaired loans with a related allowance:
Commercial $ 11,696    $ 11,679    $ 6,245    $ 11,757    $  
Commercial real estate 1,319    1,319    451    1,435    22   
Total commercial and commercial real estate 13,015    12,998    6,696    13,192    28   
Agricultural and agricultural real estate 2,750    2,237    916    2,739    —   
Residential real estate 927    927    110    1,116    —   
Consumer 1,029    1,027    450    1,170    11   
Total loans held to maturity $ 17,721    $ 17,189    $ 8,172    $ 18,217    $ 39   
Impaired loans without a related allowance:
Commercial $ 15,180    $ 12,759    $ —    $ 12,831    $ 740   
Commercial real estate 17,413    17,333    —    16,798    471   
Total commercial and commercial real estate 32,593    30,092    —    29,629    1,211   
Agricultural and agricultural real estate 23,245    20,449    —    16,837    60   
Residential real estate 15,824    15,813    —    17,073    280   
Consumer 3,509    3,509    —    4,182    45   
Total loans held to maturity $ 75,171    $ 69,863    $ —    $ 67,721    $ 1,596   
Total impaired loans held to maturity:
Commercial $ 26,876    $ 24,438    $ 6,245    $ 24,588    $ 746   
Commercial real estate 18,732    18,652    451    18,233    493   
Total commercial and commercial real estate 45,608    43,090    6,696    42,821    1,239   
Agricultural and agricultural real estate 25,995    22,686    916    19,576    60   
Residential real estate 16,751    16,740    110    18,189    280   
Consumer 4,538    4,536    450    5,352    56   
Total impaired loans held to maturity $ 92,892    $ 87,052    $ 8,172    $ 85,938    $ 1,635   




Unpaid
Principal
Balance
Loan
Balance
Related
Allowance
Recorded
Year-to-Date
Avg. Loan
Balance
Year-to-Date
Interest Income
Recognized
December 31, 2018
Impaired loans with a related allowance:
Commercial $ 12,376    $ 12,366    $ 5,733    $ 4,741    $ 33   
Commercial real estate 891    891    218    4,421    25   
Total commercial and commercial real estate 13,267    13,257    5,951    9,162    58   
Agricultural and agricultural real estate 1,718    1,718    686    2,165     
Residential real estate 647    647    168    1,138    12   
Consumer 1,373    1,373    749    2,934    29   
Total loans held to maturity $ 17,005    $ 16,995    $ 7,554    $ 15,399    $ 101   
Impaired loans without a related allowance:
Commercial $ 13,616    $ 11,836    $ —    $ 10,052    $ 299   
Commercial real estate 13,578    13,497    —    13,000    249   
Total commercial and commercial real estate 27,194    25,333    —    23,052    548   
Agricultural and agricultural real estate 16,836    14,233    —    14,781     
Residential real estate 19,604    19,604    —    23,950    308   
Consumer 5,631    5,631    —    5,117    97   
Total loans held to maturity $ 69,265    $ 64,801    $ —    $ 66,900    $ 958   
Total impaired loans held to maturity:
Commercial $ 25,992    $ 24,202    $ 5,733    $ 14,793    $ 332   
Commercial real estate 14,469    14,388    218    17,421    274   
Total commercial and commercial real estate 40,461    38,590    5,951    32,214    606   
Agricultural and agricultural real estate 18,554    15,951    686    16,946     
Residential real estate 20,251    20,251    168    25,088    320   
Consumer 7,004    7,004    749    8,051    126   
Total impaired loans held to maturity $ 86,270    $ 81,796    $ 7,554    $ 82,299    $ 1,059   

On November 30, 2019, Heartland completed the acquisition of substantially all of the assets and substantially all of the deposits and certain other liabilities of Rockford Bank and Trust Company, headquartered in Rockford, Illinois. As of November 30, 2019, Rockford Bank and Trust Company had gross loans of $366.6 million, and the estimated fair value of the loans acquired was $354.0 million.

On May 10, 2019, Heartland completed the acquisition of Blue Valley Ban Corp., parent company of Bank of Blue Valley, headquartered in Overland Park, Kansas. As of May 10, 2019, Blue Valley Ban Corp. had gross loans of $558.2 million, and the estimated fair value of the loans acquired was $542.0 million.

On May 18, 2018, Heartland completed the acquisition of First Bank Lubbock Bancshares, Inc., parent company of First Bank & Trust, headquartered in Lubbock, Texas. As of May 18, 2018, First Bank Lubbock Bancshares, Inc. had gross loans of $696.9 million, and the estimated fair value of the loans acquired was $681.1 million.

On February 23, 2018, Heartland acquired Signature Bancshares, Inc., parent company of Signature Bank, based in Minnetonka, Minnesota. As of February 23, 2018, Signature Bancshares, Inc. had gross loans of $335.1 million and the estimated fair value of the loans acquired was $324.5 million. Included in loans acquired from Signature Bancshares, Inc. was a lease portfolio with a fair value of $16.0 million on the acquisition date. The lease portfolio is included with the commercial loan category for disclosure purposes.





Heartland uses the acquisition method of accounting for purchased loans in accordance with ASC 805, "Business Combinations." Purchased loans acquired in a business combination are recorded at estimated fair value on their purchase date, but the purchaser cannot carry over the related allowance for loan losses. Purchased loans are accounted for under ASC 310-30, "Loans and Debt Securities with Deteriorated Credit Quality," when the loans have evidence of credit deterioration since origination, and when at the date of the acquisition, it is probable that Heartland will not collect all contractually required principal and interest payments. Evidence of credit quality deterioration at the purchase date includes statistics such as past due and nonaccrual status. Generally, acquired loans that meet Heartland’s definition for nonaccrual status fall within the scope of ASC 310-30. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference, which is included in the carrying value of the loans. Subsequent decreases to the expected cash flows of the loan will generally result in a provision for loan losses. Subsequent increases in cash flows result in a reversal of the provision for loan losses to the extent of prior charges, or a reclassification of the difference from nonaccretable to accretable with a positive impact on future interest income. Further, any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows.

The carrying amount of the acquired loans at December 31, 2019, and December 31, 2018, consisted of purchased impaired and nonimpaired purchased loans as summarized in the following table, in thousands:
December 31, 2019 December 31, 2018
 
Impaired
Purchased
Loans
Non Impaired
Purchased
Loans
Total
Purchased
Loans
Impaired
Purchased
Loans
Non Impaired
Purchased
Loans
Total
Purchased
Loans
Commercial $ 7,181    $ 317,689    $ 324,870    $ 3,801    $ 243,693    $ 247,494   
Commercial real estate 4,581    1,145,027    1,149,608    158    1,098,171    1,098,329   
Agricultural and agricultural real estate —    9,434    9,434    —    27,115    27,115   
Residential real estate —    181,453    181,453    231    184,389    184,620   
Consumer loans 569    82,700    83,269    —    75,773    75,773   
Total Covered Loans $ 12,331    $ 1,736,303    $ 1,748,634    $ 4,190    $ 1,629,141    $ 1,633,331   

Changes in accretable yield on acquired loans with evidence of credit deterioration at the date of acquisition for the years ended December 31, 2019, and December 31, 2018, are presented in the table below, in thousands:
For the Years Ended   
December 31, 2019 December 31, 2018
Balance at beginning of year $ 227    $ 57   
Original yield discount, net, at date of acquisitions 64    508   
Accretion (2,479)   (1,743)  
Reclassification from nonaccretable difference(1)
2,581    1,405   
Balance at end of year $ 393    $ 227   
(1) Represents increases in estimated cash flows expected to be received, primarily due to lower estimated credit losses.

For loans acquired since January 2015, on the acquisition dates the preliminary estimate of the contractually required payments receivable for all loans with evidence of credit deterioration since origination was $50.0 million and the estimated fair value of the loans was $31.6 million. At December 31, 2019, a majority of these loans were valued based upon the liquidation value of the underlying collateral, because the expected cash flows are primarily based on the liquidation of underlying collateral and the timing and amount of the cash flows could not be reasonably estimated. There was an allowance for loan losses of $86,000 and $57,000, at December 31, 2019, and December 31, 2018, respectively, related to these ASC 310-30 loans. Provision expense of $29,000 and $719,000 was recorded for the years ended December 31, 2019, and 2018, respectively, related to these ASC 310-30 loans.

For loans acquired since January 2015, the preliminary estimate on the acquisition dates of the contractually required payments receivable for all nonimpaired loans acquired was $4.59 billion and the estimated fair value of the loans was $4.47 billion.




Loans are made in the normal course of business to directors, officers and principal holders of equity securities of Heartland. The terms of these loans, including interest rates and collateral, are similar to those prevailing for comparable transactions and do not involve more than a normal risk of collectability. Changes in such loans during the years ended December 31, 2019 and 2018, were as follows, in thousands:
  2019 2018
Balance at beginning of year $ 124,983    $ 115,673   
Advances 91,287    44,771   
Repayments (31,702)   (35,461)  
Balance at end of year $ 184,568    $ 124,983   

SIX
ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses for the years ended December 31, 2019, 2018 and 2017 were as follows, in thousands:
  2019 2018 2017
Balance at beginning of year $ 61,963    $ 55,686    $ 54,324   
Provision for loan losses 16,657    24,013    15,563   
Recoveries on loans previously charged-off 5,365    3,549    3,670   
Loans charged-off (13,590)   (21,285)   (17,871)  
Balance at end of year $ 70,395    $ 61,963    $ 55,686   

Changes in the allowance for loan losses by loan category for the years ended December 31, 2019, and December 31, 2018, were as follows, in thousands:
Commercial
Commercial
Real Estate
Agricultural
Residential
Real Estate
Consumer Total
Balance at December 31, 2018 $ 24,505    $ 25,538    $ 4,953    $ 1,785    $ 5,182    $ 61,963   
Charge-offs (7,294)   (272)   (2,656)   (407)   (2,961)   (13,590)  
Recoveries 1,743    1,391    536    73    1,622    5,365   
Provision 8,790    4,086    2,784    (13)   1,010    16,657   
Balance at December 31, 2019 $ 27,744    $ 30,743    $ 5,617    $ 1,438    $ 4,853    $ 70,395   

Commercial   
Commercial
Real Estate
Agricultural   
Residential
Real Estate
Consumer    Total   
Balance at December 31, 2017 $ 18,098    $ 21,950    $ 4,258    $ 2,224    $ 9,156    $ 55,686   
Charge-offs (7,916)   (1,977)   (1,437)   (372)   (9,583)   (21,285)  
Recoveries 978    1,047    13    96    1,415    3,549   
Provision 13,345    4,518    2,119    (163)   4,194    24,013   
Balance at December 31, 2018 $ 24,505    $ 25,538    $ 4,953    $ 1,785    $ 5,182    $ 61,963   

Management allocates the allowance for loan losses by pools of risk within each loan portfolio. The allocation of the allowance for loan losses by loan portfolio is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.




SEVEN
PREMISES, FURNITURE AND EQUIPMENT

Premises, furniture and equipment, excluding those held for sale, as of December 31, 2019, and December 31, 2018, were as follows, in thousands:
  2019 2018
Land and land improvements $ 60,444    $ 52,442   
Buildings and building improvements 176,838    170,160   
Furniture and equipment 65,617    66,941   
Total 302,899    289,543   
Less accumulated depreciation (105,341)   (102,125)  
Premises, furniture and equipment, net $ 197,558    $ 187,418   

Depreciation expense on premises, furniture and equipment was $12.0 million, $11.7 million and $11.1 million for 2019, 2018 and 2017, respectively. Depreciation expense on buildings and building improvements of $6.2 million, $5.8 million and $5.2 million for the years ended December 31, 2019, 2018, and 2017, respectively, is recorded in occupancy expense on the consolidated statements of income. Depreciation expense on furniture and equipment of $5.8 million, $6.0 million and $6.0 million for the years ended December 31, 2019, 2018, and 2017, respectively, is recorded in furniture and equipment expense on the consolidated statements of income.

EIGHT
GOODWILL, CORE DEPOSIT INTANGIBLES AND OTHER INTANGIBLE ASSETS

Heartland had goodwill of $446.3 million at December 31, 2019, and $391.7 million at December 31, 2018. Heartland conducts its annual internal assessment of the goodwill both collectively and at its subsidiaries as of September 30. There was no goodwill impairment as of the most recent assessment.

Heartland recorded $19.2 million of goodwill and $1.8 million of core deposit intangibles in connection with the acquisition of substantially all of the assets and substantially all of the deposits and certain other liabilities of Rockford Bank and Trust Company, headquartered in Rockford, Illinois on November 30, 2019.

Heartland recorded $35.4 million of goodwill and $11.4 million of core deposit intangibles in connection with the acquisition of Blue Valley Ban Corp., parent company of Bank of Blue Valley, headquartered in Overland Park, Kansas on May 10, 2019.

Heartland recorded $121.4 million of goodwill and $13.9 million of core deposit intangibles in connection with the acquisition of First Bank Lubbock Bancshares, Inc., parent company of First Bank & Trust Company, headquartered in Lubbock, Texas on May 18, 2018.

Heartland recorded $33.7 million of goodwill and $7.7 million of core deposit intangibles in connection with the acquisition of Signature Bancshares, Inc., parent company of Signature Bank, headquartered in Minnetonka, Minnesota on February 23, 2018.

The core deposit intangibles recorded with the Blue Valley Ban Corp., First Bank Lubbock Bancshares, Inc., and Signature Bancshares, Inc. acquisitions are not deductible for tax purposes and are expected to be amortized over a period of 10 years on an accelerated basis.

Goodwill related to the Blue Valley Ban Corp., First Bank Lubbock Bancshares, Inc., and Signature Bancshares, Inc. acquisitions resulted from expected operational synergies, increased market presence, cross-selling opportunities, and expanded business lines and is not deductible for tax purposes.

The core deposit intangibles and goodwill recorded with the Rockford Bank and Trust Company acquisition of substantially all of the assets and substantially all of the deposits and certain other liabilities, is deductible for tax purposes and the core deposit intangibles are expected to be amortized over a period of 10 years on an accelerated basis.





Other intangible assets consist of core deposit intangibles, mortgage servicing rights, customer relationship intangible and commercial servicing rights. The gross carrying amount of other intangible assets and the associated accumulated amortization at December 31, 2019, and December 31, 2018, are presented in the table below, in thousands:
  December 31, 2019 December 31, 2018
 
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Amortizing intangible assets:        
Core deposit intangibles $ 96,821    $ 48,338    $ 48,483    $ 83,640    $ 36,403    $ 47,237   
Customer relationship intangible 1,177    972    205    1,177    935    242   
Mortgage servicing rights 7,886    2,265    5,621    42,228    12,865    29,363   
   Commercial servicing rights 6,952    5,837    1,115    6,834    5,125    1,709   
Total $ 112,836    $ 57,412    $ 55,424    $ 133,879    $ 55,328    $ 78,551   

On April 30, 2019, Dubuque Bank and Trust Company closed on the sale of substantially all of its servicing rights portfolio, which contained loans with an unpaid principal balance of $3.31 billion to PNC Bank, N.A. The transaction qualified as a sale, and $20.6 million of mortgage servicing rights were de-recognized on the consolidated balance sheet as of June 30, 2019. Cash of approximately $36.6 million was received during 2019, and Heartland recorded a gain on the sale of this portfolio of approximately $14.5 million. In the agreement, which included customary terms and conditions, Dubuque Bank and Trust Company provided interim servicing of the loans until the transfer date, which was August 1, 2019.

The following table shows the estimated future amortization expense for amortizable intangible assets, in thousands:
 
Core
Deposit
Intangibles
Customer
Relationship
Intangible
Mortgage
Servicing
Rights
Commercial
Servicing
Rights
 
 
Total
Year ending December 31,  
2020 $ 10,577    $ 37    $ 1,405    $ 301    $ 12,320   
2021 8,691    35    1,205    267    10,198   
2022 7,102    34    1,004    235    8,375   
2023 6,201    34    803    155    7,193   
2024 5,108    33    602    86    5,829   
Thereafter 10,804    32    602    71    11,509   
Total $ 48,483    $ 205    $ 5,621    $ 1,115    $ 55,424   

Projections of amortization expense for mortgage servicing rights are based on existing asset balances and the existing interest rate environment as of December 31, 2019. Heartland's actual experience may be significantly different depending upon changes in mortgage interest rates and market conditions. Mortgage loans serviced for others at First Bank & Trust were $616.7 million and $648.9 million as of December 31, 2019, and December 31, 2018, respectively. Custodial escrow balances maintained in connection with the mortgage loan servicing portfolio at First Bank & Trust were approximately $5.0 million and $5.9 million as of December 31, 2019, and December 31, 2018, respectively.

The fair value of Heartland's mortgage servicing rights at First Bank & Trust was estimated at $5.6 million and $7.0 million at December 31, 2019, and December 31, 2018, respectively, and is comprised of loans serviced for the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").

Heartland transferred custodial escrow balances totaling $22.9 million to PNC Bank, N.A. in conjunction with the transfer of the mortgage servicing rights portfolio on August 1, 2019. Custodial escrow balances maintained in connection with the mortgage loan servicing portfolio at Dubuque Bank and Trust Company totaled $17.7 million at December 31, 2018.

The fair value of mortgage servicing rights is calculated based upon a discounted cash flow analysis. Cash flow assumptions, including prepayment speeds, servicing costs and escrow earnings of First Bank & Trust's mortgage servicing rights are considered in the calculation. The average constant prepayment rate was 14.20% as of December 31, 2019 compared to 10.30% for the December 31, 2018 valuation. The discount rate was 9.03% for both the December 31, 2019 and December 31, 2018 valuations. The average capitalization rate for 2019 ranged from 80 to 103 basis points compared to a range of 93 to 117 basis



points for 2018 since acquisition on May 18, 2018. Fees collected for the servicing of mortgage loans for others were $4.9 million, $9.9 million and $11.6 million for the years ended December 31, 2019, 2018 and 2017, respectively.

The following table summarizes, in thousands, the changes in capitalized mortgage servicing rights for the twelve months ended December 31, 2019, and December 31, 2018:
  2019 2018
Balance at January 1 $ 29,363    $ 23,248   
Originations 893    5,045   
Amortization (3,168)   (5,867)  
Sale of mortgage servicing rights (20,556)   —   
Acquired mortgage servicing rights —    6,995   
Valuation allowance on servicing rights (911)   (58)  
Balance at December 31 $ 5,621    $ 29,363   
Fair value of mortgage servicing rights $ 5,621    $ 48,680   
Mortgage servicing rights, net to servicing portfolio 0.91  % 0.72  %

Heartland's commercial servicing portfolio is comprised of loans guaranteed by the Small Business Administration and United States Department of Agriculture that have been sold with servicing retained by Heartland, which totaled $82.1 million at December 31, 2019, and $107.4 million at December 31, 2018. The commercial servicing rights portfolio is separated into two tranches at the respective Heartland subsidiary, loans with a term of less than 20 years and loans with a term of more than 20 years. Fees collected for the servicing of commercial loans for others were $1.0 million and $1.6 million for the years ended December 31, 2019 and 2018, respectively.

The fair value of each commercial servicing rights portfolio is calculated based upon a discounted cash flow analysis. Cash flow assumptions, including prepayment speeds and servicing costs, are considered in the calculation. The range of average constant prepayment rates for the portfolio valuations was 14.25% and 18.08% as of December 31, 2019, compared to 11.01% and 13.50% as of December 31, 2018. The discount rate range was 10.65% and 13.94% for the December 31, 2019, valuations compared to 13.44% and 16.96% for the December 31, 2018 valuations. The capitalization rate ranged from 310 to 445 basis points at both December 31, 2019 and 2018. The total fair value of Heartland's commercial servicing rights portfolios was estimated at $1.6 million as of December 31, 2019, and $2.1 million as of December 31, 2018.

The following table summarizes, in thousands, the changes in capitalized commercial servicing rights for the twelve months ended December 31, 2019, and December 31, 2018:
2019 2018
Balance at January 1, $ 1,709    $ 2,609   
Originations 118    115   
Amortization (712)   (1,027)  
Purchased commercial servicing rights —    —   
Valuation allowance on servicing rights —    12   
Balance at December 31, $ 1,115    $ 1,709   
Fair value of commercial servicing rights $ 1,594    $ 2,134   
Commercial servicing rights, net to servicing portfolio 1.36  % 1.59  %

Mortgage and commercial servicing rights are initially recorded at fair value in net gains on sale of loans held for sale when they are acquired through loan sales. Fair value is based on market prices for comparable servicing contracts, when available, or based on a valuation model that calculates the present value of estimated future net servicing income.

Mortgage and commercial servicing rights are subsequently measured using the amortization method, which requires the asset to be amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans. Servicing rights are evaluated for impairment at each Heartland subsidiary based upon the fair value of the assets as compared to the carrying amount. Impairment is recognized through a valuation allowance for specific tranches to the extent that fair value is less than carrying amount at each Heartland subsidiary. At December 31, 2019, a valuation allowance of $114,000 was required on the mortgage servicing rights 15-year tranche and a $797,000 valuation allowance was required on the mortgage servicing rights 30-year tranche. At December 31, 2018, a $20,000 valuation allowance was required on the 15-



year tranche and a $38,000 valuation was required on the 30-year tranche for mortgage servicing rights. At both December 31, 2019 and December 31, 2018, no valuation allowance was required on commercial servicing rights with an original term of less than 20 years and no valuation allowance was required on commercial servicing rights with an original term of greater than 20 years.

The following table summarizes, in thousands, the book value, the fair value of each tranche of the mortgage servicing rights and any recorded valuation allowance at each respective subsidiary at December 31, 2019, and December 31, 2018:
December 31, 2019
Book Value
15-Year
Tranche
Fair Value
15-Year
Tranche
Impairment
15-Year
Tranche
Book Value
30-Year
Tranche
Fair Value
30-Year
Tranche
Impairment
30-Year
Tranche
Dubuque Bank and Trust Company $ —    $ —    $ —    $ —    $ —    $ —   
First Bank & Trust 1,482    1,368    114    5,050    4,253    797   
Total $ 1,482    $ 1,368    $ 114    $ 5,050    $ 4,253    $ 797   
December 31, 2018
Dubuque Bank and Trust Company $ 2,195    $ 4,636    $ —    $ 20,025    $ 36,901    $ —   
First Bank & Trust 1,685    1,665    20    5,516    5,478    38   
Total $ 3,880    $ 6,301    $ 20    $ 25,541    $ 42,379    $ 38   

The following table summarizes, in thousands, the book value, the fair value of each tranche of the commercial servicing rights and any recorded valuation allowance at each respective subsidiary at December 31, 2019, and December 31, 2018:
Book Value-
Less than
20 Years
Fair Value-
Less than
20 Years
Impairment-
Less than
20 Years
Book Value-
More than
20 Years
Fair Value-
More than
20 Years
Impairment-
More than
20 Years
December 31, 2019
Citywide Banks $ —    $ —    $ —    $ —    $ —    $ —   
Premier Valley Bank   13    —    135    161    —   
Wisconsin Bank & Trust 128    272    —    851    1,148    —   
Total $ 129    $ 285    $ —    $ 986    $ 1,309    $ —   
December 31, 2018
Citywide Banks $   $   $ —    $ 18    $ 20    $ —   
Premier Valley Bank 45    74    —    178    184    —   
Wisconsin Bank & Trust 249    411    —    1,218    1,439    —   
Total $ 295    $ 491    $ —    $ 1,414    $ 1,643    $ —   

NINE
DEPOSITS

At December 31, 2019, the scheduled maturities of time certificates of deposit were as follows, in thousands:
2020    $ 802,410   
2021    268,777   
2022    63,822   
2023    24,963   
2024    20,755   
Thereafter 12,316   
  $ 1,193,043   

The aggregate amount of time certificates of deposit in denominations of $100,000 or more as of December 31, 2019, and December 31, 2018, were $695.8 million and $585.7 million, respectively. The aggregate amount of time certificates of deposit in denominations of $250,000 or more as of December 31, 2019, and December 31, 2018 were $329.1 million and $307.1 million, respectively.




Interest expense on deposits for the years ended December 31, 2019, 2018, and 2017, was as follows, in thousands:
  2019    2018    2017   
Savings and money market accounts $ 47,069    $ 25,123    $ 11,107   
Time certificates of deposit in denominations of $100,000 or more 9,344    4,789    3,016   
Other time deposits 7,321    5,755    4,156   
Interest expense on deposits $ 63,734    $ 35,667    $ 18,279   

TEN
SHORT-TERM BORROWINGS

Short-term borrowings, which Heartland defines as borrowings with an original maturity of one year or less, as of December 31, 2019, and 2018, were as follows, in thousands:
  2019 2018
Retail repurchase agreements $ 84,486    $ 80,124   
Federal funds purchased 2,450    35,400   
Advances from the FHLB 81,198    100,838   
Other short-term borrowings 14,492    10,648   
Total $ 182,626    $ 227,010   

At December 31, 2019, Heartland had one non-revolving credit facility with an unaffiliated bank, which provided a borrowing capacity not to exceed $70.0 million when combined with the outstanding balance on the amortizing term loan discussed in Note 11. The credit facility is non-revolving at a rate of 2.75% over LIBOR, and any outstanding balance is due on June 14, 2020. Heartland renewed its $30.0 million revolving credit line agreement with the same unaffiliated bank on June 14, 2019. This revolving credit line agreement is included in short-term borrowings, and the primary purpose of this credit line agreement is to provide liquidity to Heartland. Heartland had no advances on this line during 2019, and the outstanding balance was $0 at both December 31, 2019, and December 31, 2018.

The agreement with the unaffiliated bank for the credit facility contains specific financial covenants, all of which Heartland was in compliance with at December 31, 2019, and December 31, 2018.

All retail repurchase agreements as of December 31, 2019, and 2018, were due within twelve months.

Average and maximum balances and rates on aggregate short-term borrowings outstanding during the years ended December 31, 2019, December 31, 2018 and December 31, 2017, were as follows, in thousands:
  2019 2018 2017
Maximum month-end balance $ 226,096    $ 229,890    $ 324,691   
Average month-end balance 128,098    152,391    182,846   
Weighted average interest rate for the year 1.38  % 1.19  % 0.36  %
Weighted average interest rate at year-end 1.21  % 1.96  % 1.11  %

Dubuque Bank and Trust Company and Bank of Blue Valley are participants in the Borrower-In-Custody of Collateral Program at the Federal Reserve Bank of Chicago and the Federal Reserve Bank of Kansas City, respectively, which provides the capability to borrow short-term funds under the Discount Window Program. Advances under this program are collateralized by a portion of the commercial loan portfolio of Dubuque Bank and Trust Company in the amount of $85.9 million at December 31, 2019, and $96.2 million at December 31, 2018. Advances collateralized by a portion of Bank of Blue Valley's commercial loan portfolio were $19.7 million at December 31, 2019, and $16.2 million at December 31, 2018. There were no borrowings under the Discount Window Program outstanding at year-end 2019 and 2018.




ELEVEN
OTHER BORROWINGS

Other borrowings, which Heartland defines as borrowings with an original maturity date of more than one year, outstanding at December 31, 2019 and 2018, are shown in the table below, net of discount and issuance costs amortization, in thousands:
  2019 2018
Advances from the FHLB; weighted average interest rates were 4.08% and 4.03% at December 31, 2019 and 2018, respectively
$ 2,835    $ 3,399   
Trust preferred securities 145,343    130,913   
Senior notes —    5,000   
Note payable to unaffiliated bank 51,417    58,417   
Contracts payable for purchase of real estate and other assets 1,892    1,953   
Subordinated notes 74,286    74,143   
Other borrowings —    1,080   
Total $ 275,773    $ 274,905   

The Heartland banks are members of the FHLB of Des Moines, Chicago, Dallas, San Francisco and Topeka. At December 31, 2019, none of Heartland's FHLB advances had call features. The advances from the FHLB are collateralized by a portion of the Heartland banks' investments in FHLB stock of $11.3 million and $13.3 million at December 31, 2019 and 2018, respectively. In addition, the FHLB advances are collateralized with pledges of one- to four-family residential mortgages, commercial and agricultural mortgages and securities totaling $4.11 billion at December 31, 2019, and $3.71 billion at December 31, 2018. At December 31, 2019, Heartland had $1.56 billion of remaining FHLB borrowing capacity.

At December 31, 2019, Heartland had fifteen wholly-owned trust subsidiaries that were formed to issue trust preferred securities, which includes trust subsidiaries acquired in acquisitions since 2013. The proceeds from the offerings were used to purchase junior subordinated debentures from Heartland and were in turn used by Heartland for general corporate purposes. Heartland has the option to shorten the maturity date to a date not earlier than the callable date. Heartland may not shorten the maturity date without prior approval of the Board of Governors of the Federal Reserve System, if required. Early redemption is permitted under certain circumstances, such as changes in tax or regulatory capital rules. Heartland repurchased and retired $2.6 million of Heartland Statutory Trust VII in 2019. In connection with these offerings of trust preferred securities, the balance of deferred issuance costs included in other borrowings was $90,000 as of December 31, 2019. These deferred costs are amortized on a straight-line basis over the life of the debentures. The majority of the interest payments are due quarterly. A schedule of Heartland’s trust preferred offerings outstanding, as of December 31, 2019, were as follows, in thousands:



Amount
Issued
Interest
Rate
Interest Rate as
of 12/31/19(1)
Maturity
Date
Callable
Date
Heartland Financial Statutory Trust IV $ 10,310   
2.75% over LIBOR
4.65%   
(2)
03/17/2034 03/17/2020
Heartland Financial Statutory Trust V 20,619   
1.33% over LIBOR
3.32   
(3)
04/07/2036 04/07/2020
Heartland Financial Statutory Trust VI 20,619   
1.48% over LIBOR
3.37   
(4)
09/15/2037 03/15/2020
Heartland Financial Statutory Trust VII 18,042   
1.48% over LIBOR
3.39   
(5)
09/01/2037 03/01/2020
Morrill Statutory Trust I 9,088   
3.25% over LIBOR
5.20    12/26/2032 03/26/2020
Morrill Statutory Trust II 8,754   
2.85% over LIBOR
4.75    12/17/2033 03/17/2020
Sheboygan Statutory Trust I 6,528   
2.95% over LIBOR
4.85    09/17/2033 03/17/2020
CBNM Capital Trust I 4,409   
3.25% over LIBOR
5.14    12/15/2034 03/15/2020
Citywide Capital Trust III 6,438   
2.80% over LIBOR
4.74    12/19/2033 04/23/2020
Citywide Capital Trust IV 4,296   
2.20% over LIBOR
4.11    09/30/2034 05/23/2020
Citywide Capital Trust V 11,748   
1.54% over LIBOR
3.43    07/25/2036 03/15/2020
OCGI Statutory Trust III 2,996   
3.65% over LIBOR
5.48   
(6)
09/30/2032 03/30/2020
OCGI Capital Trust IV 5,342   
2.50% over LIBOR
4.39   
(7)
12/15/2034 03/15/2020
BVBC Capital Trust II 7,197   
3.25% over LIBOR
5.16    04/24/2033 04/24/2020
BVBC Capital Trust III 9,047   
1.60% over LIBOR
3.54    09/30/2035 03/30/2020
Total trust preferred offerings 145,433   
Less: deferred issuance costs (90)  
  $ 145,343           
(1) Effective weighted average interest rate as of December 31, 2019, was 4.80% due to interest rate swap transactions as discussed in Note 12 to Heartland's consolidated financial statements.
(2) Effective interest rate as of December 31, 2019, was 5.01% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.
(3) Effective interest rate as of December 31, 2019, was 4.69% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.
(4) Effective interest rate as of December 31, 2019, was 3.87% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.
(5) Effective interest rate as of December 31, 2019, was 3.83% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.
(6) Effective interest rate as of December 31, 2019, was 5.53% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.
(7) Effective interest rate as of December 31, 2019, was 4.37% due to an interest rate swap transaction as discussed in Note 12 to Heartland's consolidated financial statements.

For regulatory purposes, $145.2 million and $130.9 million of the trust preferred securities qualified as Tier 1 capital as of December 31, 2019 and 2018, respectively.

All of the remaining senior notes matured in 2019. Total senior notes outstanding were $0 at December 31, 2019, and $5.0 million on December 31, 2018.

In addition to the credit line described in Note 10, "Short-Term Borrowings," Heartland entered into another non-revolving credit facility with the same unaffiliated bank, which provided a borrowing capacity not to exceed $70.0 million when combined with the outstanding balance on its then existing amortizing term loan with the same unaffiliated bank. The borrowing capacity was reduced to $70.0 million from $75.0 million on June 14, 2018. On May 10, 2016, $40.0 million of this variable rate non-revolving credit facility was swapped to a fixed rate of 2.50% over LIBOR with an amortizing term of five years, which is due in April 2021, and was reclassified as long-term debt. At December 31, 2019, a balance of $51.4 million was outstanding on this term debt compared to $58.4 million at December 31, 2018. At December 31, 2019, $14.8 million was available on the non-revolving credit facility, of which no balance was outstanding.

On December 17, 2014, Heartland issued $75.0 million of subordinated notes with a maturity date of December 30, 2024. The notes were issued at par with an underwriting discount of $1.1 million. The interest rate on the notes is fixed at 5.75% per



annum, payable semi-annually. The notes were sold to qualified institutional buyers, and the proceeds are being used for general corporate purposes. For regulatory purposes, $74.3 million of the subordinated notes qualified as Tier 2 capital as of December 31, 2019. In connection with the sale of the notes, the balance of deferred issuance costs included in other borrowings was $189,000 at December 31, 2019, and $227,000 at December 31, 2018. These deferred costs are amortized on a straight-line basis over the life of the notes.

Future payments at December 31, 2019, for other borrowings follow in the table below, in thousands. FHLB advances, wholesale repurchase agreements, convertible debt and subordinated debt are included in the table at their call date.
2020 $ 8,705   
2021 24,682   
2022 4,657   
2023 3,037   
2024 77,437   
Thereafter 157,255   
Total $ 275,773   

TWELVE
DERIVATIVE FINANCIAL INSTRUMENTS

Heartland uses derivative financial instruments as part of its interest rate risk management strategy. As part of the strategy, Heartland considers the use of interest rate swaps, caps, floors and collars and certain interest rate lock commitments and forward sales of securities related to mortgage banking activities. Heartland's current strategy includes the use of interest rate swaps, interest rate lock commitments and forward sales of mortgage securities. In addition, Heartland is facilitating back-to-back loan swaps to assist customers in managing interest rate risk. Heartland's objectives are to add stability to its net interest margin and to manage its exposure to movement in interest rates. The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. Heartland is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. Heartland minimizes this risk by entering into derivative contracts with large, stable financial institutions. Heartland has not experienced any losses from nonperformance by these counterparties. Heartland monitors counterparty risk in accordance with the provisions of ASC 815.

In addition, interest rate-related derivative instruments generally contain language outlining collateral pledging requirements for each counterparty. Collateral must be posted when the market value exceeds certain threshold limits which are determined by credit ratings of each counterparty. Heartland was required to pledge $1.9 million of cash as collateral at December 31, 2019, and no cash at December 31, 2018. At December 31, 2019, no collateral was required to be pledged by Heartland's counterparties compared to $770,000 collateral at December 31, 2018.

Heartland's derivative and hedging instruments are recorded at fair value on the consolidated balance sheets. See Note 20, "Fair Value," for additional fair value information and disclosures.

Cash Flow Hedges
Heartland has variable rate funding which creates exposure to variability in interest payments due to changes in interest rates. To manage the interest rate risk related to the variability of interest payments, Heartland has entered into various interest rate swap agreements. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are received or made on Heartland's variable-rate liabilities. For the twelve months ended December 31, 2019, the change in net unrealized losses on cash flow hedges reflects changes in the fair value of the swaps and reclassification from accumulated other comprehensive income to interest expense totaling $197,000. For the next twelve months, Heartland estimates that cash payments and reclassification from accumulated other comprehensive income to interest expense will total $406,000.

Heartland entered into six forward-starting interest rate swap transactions to effectively convert Heartland Financial Statutory Trust IV, V, VI, and VII, which total $85.0 million, as well as Morrill Statutory Trust I and II, which total $20.0 million, from variable rate subordinated debentures to fixed rate debt. For accounting purposes, these six swap transactions are designated as cash flow hedges of the changes in LIBOR, the benchmark interest rate being hedged, associated with the interest payments made on $105.0 million of Heartland's subordinated debentures that reset quarterly on a specified reset date. At inception, Heartland asserted that the underlying principal balance would remain outstanding throughout the hedge transaction making it probable that sufficient LIBOR-based interest payments would exist through the maturity date of the swaps. During the first



quarter of 2019, the interest rate swap transactions associated with Morrill Statutory Trust I and II, totaling $20.0 million, matured and the fixed rate debt has been converted to variable rate subordinated debentures.

Heartland entered into an interest rate swap transaction on May 10, 2016, to effectively convert $40.0 million of amortizing term debt from variable rate debt to fixed rate debt. For accounting purposes, this swap is designated as a cash flow hedge of the changes in LIBOR, the benchmark interest rate being hedged, associated with the interest payments on the amortizing term debt that resets monthly on a specified reset date. The swap expires on May 10, 2021.

On May 18, 2018, in connection with the acquisition of First Bank Lubbock Bancshares, Inc., Heartland acquired cash flow hedges related to OCGI Statutory Trust III and OCGI Capital Trust IV with notional amounts of $3.0 million and $6.0 million, respectively. The cash flow hedges effectively convert OCGI Statutory Trust III and OGCI Capital Trust IV from variable rate subordinated debentures to fixed rate debt. These swaps are designated as cash flow hedges of the changes in LIBOR, the benchmark interest rate being hedged, associated with the interest payments made on $9.0 million of Heartland's subordinated debentures that reset quarterly on a specified reset date.

The table below identifies the balance sheet category and fair values of Heartland's derivative instruments designated as cash flow hedges at December 31, 2019, and December 31, 2018, in thousands:
 
Notional
Amount
Fair
Value
Balance Sheet
Category
Receive
Rate
Weighted Average
Pay Rate
Maturity
December 31, 2019
Interest rate swap $ 25,000    $ (167)   Other Liabilities    1.900  % 2.255  % 03/17/2021
Interest rate swap 20,000    (67)   Other Liabilities    2.043    3.355    01/07/2020
Interest rate swap 25,667    135    Other Assets    4.215    3.674    05/10/2021
Interest rate swap 25,750    (1,384)   Other Liabilities    4.280    5.425    07/24/2028
Interest rate swap 20,000    (614)   Other Liabilities    1.894    2.390    06/15/2024
Interest rate swap 20,000    (561)   Other Liabilities    1.907    2.352    03/01/2024
Interest rate swap 6,000    (15)   Other Liabilities    1.894    1.866    06/15/2021
Interest rate swap 3,000    (9)   Other Liabilities    1.831    1.878    06/30/2021
December 31, 2018
Interest rate swap $ 25,000    $ 191    Other Assets    2.788  % 2.255  % 03/17/2021
Interest rate swap 20,000    (177)   Other Liabilities    2.408    3.355    01/07/2020
Interest rate swap 10,000    29    Other Assets    2.822    1.674    03/26/2019
Interest rate swap 10,000    28    Other Assets    2.788    1.658    03/18/2019
Interest rate swap 29,667    763    Other Assets    4.887    3.674    05/10/2021
Interest rate swap 28,750    (572)   Other Liabilities    5.004    5.425    07/24/2028
Interest rate swap 20,000    157    Other Assets    2.788    2.390    06/15/2024
Interest rate swap 20,000    185    Other Assets    2.738    2.352    03/01/2024
Interest rate swap 6,000    105    Other Assets    2.788    1.866    06/15/2021
Interest rate swap 3,000    51    Other Assets    2.787    1.878    06/30/2021




The table below identifies the gains and losses recognized on Heartland's derivative instruments designated as cash flow hedges for the years ended December 31, 2019, and December 31, 2018, in thousands:
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, 2019
Interest rate swap $ (3,442)   Interest expense    $ (197)   Other income    $ —   
December 31, 2018
Interest rate swap $ 995    Interest Expense    $ (179)   Other Income    $ —   

Fair Value Hedges
Heartland uses interest rate swaps to convert certain long term fixed rate loans to floating rates to hedge interest rate risk exposure. Heartland uses hedge accounting in accordance with ASC 815, with the unrealized gains and losses, representing the change in fair value of the derivative and the change in fair value of the risk being hedged on the related loan, being recorded in the consolidated statements of income. The ineffective portions of the unrealized gains or losses, if any, are recorded in interest income and interest expense in the consolidated statements of income. Heartland uses statistical regression to assess hedge effectiveness, both at the inception of the hedge as well as on a continual basis. The regression analysis involves regressing the periodic change in the fair value of the hedging instrument against the periodic changes in the fair value of the asset being hedged due to changes in the hedge risk.

Heartland was required to pledge $3.4 million and $2.5 million of cash as collateral for these fair value hedges at December 31, 2019, and December 31, 2018, respectively.

The table below identifies the notional amount, fair value and balance sheet category of Heartland's fair value hedges at December 31, 2019, and December 31, 2018, in thousands:
Notional Amount Fair Value Balance Sheet Category
December 31, 2019
Fair value hedges $ —    $ —    Other assets
Fair value hedges $ 21,250    $ (1,253)   Other liabilities
December 31, 2018
Fair value hedges $ 19,820    $ 74    Other assets
Fair value hedges 15,064    (339)   Other liabilities

The table below identifies the gains and losses recognized on Heartland's fair value hedges for the years ended December 31, 2019, and December 31, 2018, in thousands:
Amount of Gain (Loss) Income Statement Category
December 31, 2019
Fair value hedges $ (988)   Interest income
December 31, 2018
Fair value hedges $ 734    Interest income

Embedded Derivatives
Heartland has fixed rate loans with embedded derivatives. The loans contain terms that affect the cash flows or value of the loan similar to a derivative instrument, and therefore are considered to contain an embedded derivative. The embedded derivatives are bifurcated from the loans because the terms of the derivative instrument are not clearly and closely related to the loans. The embedded derivatives are recorded at fair value on the consolidated balance sheets as a part of other assets, and changes in the fair value are a component of noninterest income. The table below identifies the notional amount, fair value and balance sheet category of Heartland's embedded derivatives as of December 31, 2019, and December 31, 2018, in thousands:



Notional Amount Fair Value Balance Sheet Category
December 31, 2019
Embedded derivatives $ 9,627    $ 465    Other assets
Embedded derivatives $ —    $ —    Other liabilities
December 31, 2018
Embedded derivatives $ 11,266    $ 453    Other assets
Embedded derivatives 2,231    (54)   Other liabilities

The table below identifies the gains and losses recognized on Heartland's embedded derivatives for the years ended December 31, 2019 and December 31, 2018, in thousands:
Amount of Gain (Loss) Income Statement Category
December 31, 2019
Embedded derivatives $ 66    Other noninterest income
December 31, 2018
Embedded derivatives $ 339    Other noninterest income

Back-to-Back Loan Swaps
Heartland has interest rate swap loan relationships with customers to meet their financing needs. Upon entering into these loan swaps, Heartland enters into offsetting positions with counterparties in order to minimize interest rate risk. These back-to-back loan swaps qualify as free standing financial derivatives with the fair values reported in other assets and other liabilities on the consolidated balance sheets. Heartland was required to post $20.2 million and $2.0 million as of December 31, 2019, and December 31, 2018, respectively, as collateral related to these back-to-back swaps. Heartland's counterparties were required to pledge $0 and $680,000 as of December 31, 2019 and December 31, 2018, respectively, related to these back-to-back swaps. Any gains and losses on these back-to-back swaps are recorded in noninterest income on the consolidated statements of income, and for the years ended December 31, 2019, and December 31, 2018, no gains or losses were recognized. The table below identifies the balance sheet category and fair values of Heartland's derivative instruments designated as loan swaps at December 31, 2019 and 2018, in thousands:
Notional
Amount
Fair
Value
Balance Sheet
Category
Weighted
Average
Receive
Rate
Weighted
Average
Pay
Rate
December 31, 2019
Customer interest rate swaps $ 374,191    $ 16,927    Other Assets 4.68  % 4.05  %
Customer interest rate swaps 374,191    (16,927)   Other Liabilities 4.05  % 4.68  %
December 31, 2018
Customer interest rate swaps $ 211,246    $ 4,449    Other Assets 5.10  % 4.96  %
Customer interest rate swaps 211,246    (4,449)   Other Liabilities 4.96  % 5.10  %

Other Free Standing Derivatives
Heartland has entered into interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans and mortgage backed securities that are considered derivative instruments. Heartland enters into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on the commitments to fund the loans as well as on residential mortgage loans available for sale. The fair value of these commitments is recorded on the consolidated balance sheets with the changes in fair value recorded in the consolidated statements of income as a component of gains on sale of loans held for sale. These derivative contracts are designated as free standing derivative contracts and are not designated against specific assets and liabilities on the consolidated balance sheets or forecasted transactions and therefore do not qualify for hedge accounting treatment. Heartland was required to pledge $0 and $35,000 at December 31, 2019, and December 31, 2018, respectively, as collateral for these forward commitments. Heartland's counterparties were required to pledge no cash as collateral at both December 31, 2019, and December 31, 2018, as collateral for these forward commitments.




Heartland acquired undesignated interest rate swaps in 2015. These swaps were entered into primarily for the benefit of customers seeking to manage their interest rate risk and are not designated against specific assets or liabilities on the consolidated balance sheet or forecasted transactions and therefore do not qualify for hedge accounting in accordance with ASC 815. These swaps are carried at fair value on the consolidated balance sheets as a component of other liabilities, with changes in the fair value recorded as a component of other noninterest income.

The table below identifies the balance sheet category and fair values of Heartland's other free standing derivative instruments not designated as hedging instruments at December 31, 2019, and December 31, 2018, in thousands:
 
Notional
Amount
Fair
Value
Balance Sheet
Category
December 31, 2019
Interest rate lock commitments (mortgage) $ 20,356    $ 681    Other Assets   
Forward commitments 16,000    15    Other Assets   
Forward commitments 36,500    (113)   Other Liabilities   
Undesignated interest rate swaps 9,627    (465)   Other Liabilities   
Undesignated interest rate swaps —    —    Other Assets   
December 31, 2018
Interest rate lock commitments (mortgage) $ 22,451    $ 725    Other Assets   
Forward commitments —    —    Other Assets   
Forward commitments 51,500    (399)   Other Liabilities   
Undesignated interest rate swaps 11,266    (453)   Other Liabilities   
Undesignated interest rate swaps 2,231    54    Other Assets   

The table below identifies the income statement category of the gains and losses recognized in income on Heartland's other free standing derivative instruments not designated as hedging instruments for the years ended December 31, 2019, and December 31, 2018, in thousands:
  Income Statement Category
Year-to-Date
Gain (Loss)
Recognized
December 31, 2019
Interest rate lock commitments (mortgage) Net gains on sale of loans held for sale    $ 18   
Forward commitments Net gains on sale of loans held for sale    15   
Forward commitments Net gains on sale of loans held for sale    287   
Undesignated interest rate swaps Other noninterest income    (66)  
December 31, 2018
Interest rate lock commitments (mortgage) Net gains on sale of loans held for sale    $ (3,269)  
Forward commitments Net gains on sale of loans held for sale    (170)  
Forward commitments Net gains on sale of loans held for sale    (161)  
Undesignated interest rate swaps Other noninterest income    339   





THIRTEEN
INCOME TAXES

The current income tax provision reflects the tax consequences of revenue and expenses currently taxable or deductible on various income tax returns for the year reported. The deferred income tax provision generally reflects the net change in deferred income tax assets and liabilities during the year, excluding any deferred income tax assets and liabilities of acquired businesses. The components of the provision for income taxes for the years ended December 31, 2019, 2018, and 2017 were as follows, in thousands:
  2019 2018 2017
Current:      
Federal $ 24,106    $ 16,769    $ 25,532   
State 11,298    8,686    5,025   
Total current expense $ 35,404    $ 25,455    $ 30,557   
Deferred:     
Federal $ 760    $ 2,615    $ 12,370   
State (1,174)   145    893   
Total deferred expense (benefit) $ (414)   $ 2,760    $ 13,263   
Total income tax expense $ 34,990    $ 28,215    $ 43,820   

In response to the enactment of the Tax Cuts and Jobs Act on December 22, 2017, which reduced the corporate federal tax rate from a graduated maximum 35% to a flat 21%, Heartland recorded $10.4 million of income tax expense in 2017 to adjust the value of its deferred tax assets and liabilities.

Temporary differences between the amounts reported in the financial statements and the tax basis of assets and liabilities result in deferred taxes. Deferred tax assets and liabilities at December 31, 2019 and 2018, were as follows, in thousands:
  2019    2018   
Deferred tax assets:    
Tax effect of net unrealized loss on securities carried at fair value reflected in stockholders’ equity $ —    $ 11,148   
Tax effect of net unrealized loss on derivatives reflected in stockholders’ equity 563    —   
Allowance for loan losses 17,686    16,682   
Deferred compensation 8,071    7,042   
Organization and acquisitions costs 337    319   
Net operating loss carryforwards 18,459    14,495   
Non-accrual loan interest 853    863   
OREO write-downs 921    1,469   
Tax credit projects 4,252    5,254   
Other 2,643    1,961   
Gross deferred tax assets 53,785    59,233   
Valuation allowance (12,379)   (12,125)  
Gross deferred tax assets $ 41,406    $ 47,108   




Deferred tax liabilities:
Tax effect of net unrealized gain on securities carried at fair value reflected in stockholders’ equity $ (279)   $ —   
Tax effect of net unrealized gain on derivatives reflected in stockholders’ equity —    (160)  
Securities (4,240)   (2,332)  
Premises, furniture and equipment (6,232)   (6,514)  
Tax bad debt reserves (422)   (427)  
Purchase accounting (7,824)   (6,339)  
Prepaid expenses (2,176)   (203)  
Servicing rights (1,421)   (7,933)  
Deferred loan fees (3,342)   (3,321)  
Other (1,870)   (380)  
Gross deferred tax liabilities $ (27,806)   $ (27,609)  
Net deferred tax asset $ 13,600    $ 19,499   

The deferred tax assets (liabilities) related to net unrealized gains (losses) on securities available for sale and on derivatives had no effect on income tax expense as these gains and losses, net of taxes, were recorded in other comprehensive income (loss), other than for the effect of the federal tax rate. In 2017, the effect of the enacted change in the federal corporate tax rate resulted in tax expense totaling $4.5 million to adjust the deferred tax assets (liabilities) related to net unrealized gains (losses) on securities available for sale and on derivatives.

As a result of acquisitions, Heartland had net operating loss carryforwards for federal income tax purposes of approximately $31.9 million at December 31, 2019, and $24.4 million at December 31, 2018. The associated deferred tax asset was $6.7 million at December 31, 2019, and $5.1 million at December 31, 2018. These net carryforwards expire during the period from December 31, 2026, through December 31, 2039, and are subject to an annual limitation of approximately $6.8 million. Net operating loss carryforwards for state income tax purposes were approximately $163.7 million at December 31, 2019, and $121.1 million at December 31, 2018. The associated deferred tax asset, net of federal tax, was $11.8 million at December 31, 2019, and $9.4 million at December 31, 2018. These carryforwards have begun to expire and will continue to do so until December 31, 2039.

A valuation allowance against the deferred tax asset due to the uncertainty surrounding the utilization of these state net operating loss carryforwards was $10.1 million at December 31, 2019, and $8.1 million at December 31, 2018. During both 2019 and 2018, Heartland had book write-downs on investments that, for tax purposes, would generate capital losses upon disposal. Due to the uncertainty of Heartland's ability to utilize the potential capital losses, a valuation allowance for these potential losses totaled $2.3 million at December 31, 2019, and $4.0 million at December 31, 2018. In 2019, Heartland released valuation allowances of $1.9 million on deferred tax assets for capital losses it expects to realize on the disposal of partnership investments. Heartland generated capital gains from its 2019 strategic developments, which included various branch sales not conducted in the ordinary course of its business strategy. As a result of its net capital gains, Heartland was able to realize the benefit of its capital losses.

Realization of the deferred tax asset over time is dependent upon the existence of taxable income in carryback periods or the ability to generate sufficient taxable income in future periods. In determining that realization of the deferred tax asset was more likely than not, Heartland gave consideration to a number of factors, including its taxable income during carryback periods, its recent earnings history, its expectations for earnings in the future and, where applicable, the expiration dates associated with its tax carryforwards.




The actual income tax expense from continuing operations differs from the expected amounts for the years ended December 31, 2019, 2018, and 2017, (computed by applying the U.S. federal corporate tax rate of 21% for 2019 and 2018 income before income taxes and 35% for 2017 income before income taxes) are as follows, in thousands:
  2019 2018 2017
Computed "expected" tax on net income $ 38,665    $ 30,495    $ 41,682   
Increase (decrease) resulting from:  
Nontaxable interest income (3,281)   (4,423)   (9,282)  
State income taxes, net of federal tax benefit 8,509    6,976    3,846   
Tax credits (6,860)   (4,085)   (2,390)  
Valuation allowance (1,648)   23    405   
Excess tax benefit on stock compensation (229)   (657)   (1,130)  
Deferred tax adjustment due to Tax Cuts and Jobs Act enactment —    —    10,396   
Other (166)   (114)   293   
Income taxes $ 34,990    $ 28,215    $ 43,820   
Effective tax rates 19.0  % 19.4  % 36.8  %

Heartland's income taxes included solar energy credits totaling $4.0 million, $2.9 million, and $449,000 during 2019, 2018 and 2017, respectively. Federal historic rehabilitation tax credits included in Heartland's income taxes totaled $1.8 million during 2019, $0, and $713,000 in 2019, 2018, and 2017, respectively. Additionally, investments in certain low-income housing partnerships totaled $6.1 million at December 31, 2019, $6.9 million at December 31, 2018, and $7.8 million at December 31, 2017. These investments generated federal low-income housing tax credits of $1.1 million during 2019 and $1.2 million for the years ended December 31, 2018 and 2017. These investments are expected to generate federal low-income housing tax credits of approximately $779,000 for 2020, $538,000 for 2021 through 2023, $322,000 for 2024, $86,000 for 2025 and $34,000 for 2026.

On December 31, 2019, the amount of unrecognized tax benefits was $657,000, including $69,000 of accrued interest and penalties. On December 31, 2018, the amount of unrecognized tax benefits was $611,000, including $66,000 of accrued interest and penalties. If recognized, the entire amount of the unrecognized tax benefits would affect the effective tax rate.

The tax years ended December 31, 2016, and later remain subject to examination by the Internal Revenue Service. For state purposes, the tax years ended December 31, 2014, and later remain open for examination. Heartland does not anticipate any significant increase or decrease in unrecognized tax benefits during the next twelve months.

FOURTEEN
EMPLOYEE BENEFIT PLANS

Heartland sponsors a defined contribution retirement plan covering substantially all employees. The plan includes matching contributions and non-elective contributions. Matching contributions and non-elective contributions are limited to a maximum amount of the participant's wages as defined by federal law.

Heartland's subsidiaries made matching contributions of up to 3% of participants' wages in 2019, 2018, and 2017. Costs charged to operating expenses with respect to the matching contributions were $3.9 million, $3.5 million, and $3.3 million for 2019, 2018 and 2017, respectively.

Non-elective contributions to this plan are subject to approval by the Heartland Board of Directors. The Heartland subsidiaries fund and record as an expense all approved contributions. Costs of these contributions, charged to operating expenses, were $4.8 million, $4.0 million, and $4.1 million for 2019, 2018 and 2017, respectively.

FIFTEEN
COMMITMENTS AND CONTINGENT LIABILITIES

Heartland utilizes a variety of financial instruments in the normal course of business to meet the financial needs of customers and to manage its exposure to fluctuations in interest rates. These financial instruments include lending related and other commitments as indicated below as well as derivative instruments shown in Note 12, "Derivative Financial Instruments." The Heartland banks make various commitments and incur certain contingent liabilities that are not presented in the accompanying



consolidated financial statements. The commitments and contingent liabilities include various guarantees, commitments to extend credit and standby letters of credit.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Heartland banks evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Heartland banks upon extension of credit, is based upon management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties. Standby letters of credit and financial guarantees written are conditional commitments issued by the Heartland banks to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. At December 31, 2019, and at December 31, 2018, commitments to extend credit aggregated $2.97 billion and $2.47 billion, respectively, and standby letters of credit aggregated $79.5 million and $71.9 million, respectively.

Heartland enters into commitments to sell mortgage loans to reduce interest rate risk on certain mortgage loans held for sale and loan commitments, which were recorded in the consolidated balance sheets at their fair values. Heartland does not anticipate any material loss as a result of the commitments and contingent liabilities. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under Heartland's usual underwriting procedures, and are most often sold on a nonrecourse basis. Heartland's agreements to sell residential mortgage loans in the normal course of business, primarily to GSE's, which usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability, which if subsequently are untrue or breached, could require Heartland to repurchase certain loans affected. Heartland had a recorded repurchase obligation of $313,000 at both December 31, 2019, and December 31, 2018, respectively, which is included in other liabilities on the consolidated balance sheets. Heartland had no new requests for repurchases during 2019 and 2018.

Heartland has a loss reserve for unfunded commitments, including loan commitments and letters of credit. At December 31, 2019, and December 31, 2018, the reserve for unfunded commitments, which is included in other liabilities on the consolidated balance sheets, was approximately $248,000 and $172,000, respectively. The appropriateness of the reserve for unfunded commitments is reviewed on a quarterly basis, based upon changes in the amounts of commitments, delinquencies and economic conditions.

There are certain legal proceedings pending against Heartland and its subsidiaries at December 31, 2019, that are ordinary routine litigation incidental to business. While the ultimate outcome of current legal proceedings cannot be predicted with certainty, it is the opinion of management that the resolution of these legal actions should not have a material effect on Heartland's consolidated financial position or results of operations.

SIXTEEN
STOCK-BASED COMPENSATION

Heartland may grant, through its Nominating and Compensation Committee (the "Compensation Committee") non-qualified and incentive stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units and other equity-based incentive awards, under its 2012 Long-Term Incentive Plan (the "Plan"). The Plan was originally approved by stockholders in May 2012 and was amended and restated effective March 8, 2016, to increase the number of shares of common stock authorized for issuance and make certain other changes to the Plan. At December 31, 2019, 348,140 shares of common stock were reserved for future issuance under awards that may be granted under the Plan to employees and directors of, and service providers to, Heartland or its subsidiaries.

FASB ASC Topic 718, "Compensation-Stock Compensation" requires the measurement of the cost of employee services received in exchange for an award of equity instruments based upon the fair value of the award on the grant date. The cost of the award is based upon its fair value estimated on the date of grant and recognized in the consolidated statements of income over the vesting period of the award. The fair market value of restricted stock and restricted stock units is based on the fair value of the underlying shares of common stock on the date of grant. The fair value of stock options is estimated on the date of grant using the Black-Scholes model. Forfeitures are accounted for as they occur.

The amount of tax benefit related to the exercise, vesting, and forfeiture of equity-based awards reflected as a tax benefit in Heartland's income tax expense was $266,000 and $674,000 for the years ended December 31, 2019, and 2018, respectively.




Options
Although the Plan provides authority to the Compensation Committee to grant stock options, no options were granted during the years ended December 31, 2019, 2018 and 2017. Prior to 2009, options were typically granted annually with an expiration date 10 years after the date of grant. Vesting was generally over a five-year service period with portions of a grant becoming exercisable at three years, four years and five years after the date of grant. The exercise price of stock options granted is established by the Compensation Committee, but the exercise price for the stock options may not be less than the fair market value of the shares on the date that the options are granted or, if greater, the par value of a share of common stock. A summary of the status of Heartland's common stock options as of December 31, 2019, 2018 and 2017, and changes during the years ended December 31, 2019, 2018 and 2017, follows:
  2019 2018 2017
  Shares Weighted-Average Exercise Price Shares Weighted-Average Exercise Price Shares Weighted-Average Exercise Price
Outstanding at January 1 —    $ —    6,500    $ 18.60    26,400    $ 18.60   
Granted —    —    —    —    —    —   
Exercised —    —    (6,500)   18.60    (19,400)   18.60   
Forfeited —    —    —    —    (500)   18.60   
Outstanding at December 31 —    $ —    —    $ —    6,500    $ 18.60   
Options exercisable at December 31 —    $ —    —    $ —    6,500    $ 18.60   

No shares under stock options vested during the year ended December 31, 2019. There were no compensation costs recorded for stock options for the years ended December 31, 2019, 2018 and 2017. There are no unrecorded compensation costs related to options at December 31, 2019.

Cash received from options exercised for the year ended December 31, 2019, was $0. Cash received from options exercised for the year ended December 31, 2018, was $121,000.

Restricted Stock Units
The Plan permits the Compensation Committee to grant restricted stock units ("RSUs"). In the first quarter of 2019, the Compensation Committee granted time-based RSUs with respect to 90,073 shares of common stock, and in the first quarter of 2018, the Compensation Committee granted time-based RSUs with respect to 52,153 shares of common stock to selected officers and employees. The time-based RSUs, which represent the right, without payment, to receive shares of Heartland common stock at a specified date in the future. The time-based RSUs granted in 2019 and 2018 vest over three years in equal installments on March 6 of each of the three years following the year of the grant. The time-based RSUs may also vest upon death or disability, upon a change in control or upon a "qualified retirement" (as defined in the RSU agreement). The retiree is required to sign a non-solicitation agreement as a condition to vesting.

The Compensation Committee granted three-year performance-based RSUs with respect to 34,848 shares and 16,108 shares of common stock in the first quarter of 2019 and 2018, respectively. These performance-based RSUs will be earned based upon satisfaction of performance targets for the three-year performance period ended December 31, 2021, and December 31, 2020. These performance-based RSUs or a portion thereof may vest in 2022 and 2021, respectively, after measurement of performance in relation to the performance targets.

In addition to the three-year performance-based RSUs referenced in the preceding paragraph, the Compensation Committee granted one-year performance-based RSUs with respect to 18,988 shares of common stock in the first quarter of 2018. These performance-based RSUs are earned based on satisfaction of performance targets for the fiscal year ended December 31, 2018, and then fully vest on a specified date in the third calendar year following the year of the initial grant. No one-year performance based RSUs were granted in 2019.

The one-year and three-year performance-based RSUs vest to the extent that they are earned upon death or disability or upon a "qualified retirement." Upon a change in control, performance-based RSUs shall become vested at 100% of target if the RSU obligations are not assumed by the successor company. If the successor company does assume the RSU obligations, the 2019 and 2018 performance-based RSUs will vest at 100% of target upon a "Termination of Service" within the period beginning six months prior to a change in control and ending 24 months after a change in control.

All of Heartland's RSUs will be settled in common stock upon vesting and are not entitled to dividends until vested.




The Compensation Committee may grant RSUs under the Plan to directors as part of their compensation, to new management level employees at the commencement of employment, and to other employees as incentives. During the years ended December 31, 2019, 2018, and 2017, 37,544, 36,462 and 17,106 RSUs, respectively, were granted to directors and new employees.

A summary of the status of RSUs as of December 31, 2019, 2018 and 2017, and changes during the years ended December 31, 2019, 2018, and 2017, follows:
  2019 2018 2017
  Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value Shares Weighted-Average Grant Date Fair Value
Outstanding at January 1 266,995    $ 43.89    301,578    $ 34.74    346,817    $ 27.61   
Granted 162,465    45.09    123,711    55.13    109,373    47.22   
Vested (148,158)   39.27    (127,744)   32.73    (137,394)   26.66   
Forfeited (26,919)   49.20    (30,550)   45.69    (17,218)   34.02   
Outstanding at December 31 254,383    $ 46.76    266,995    $ 43.89    301,578    $ 34.74   

Total compensation costs recorded for RSUs were $5.8 million, $4.4 million and $3.2 million, for 2019, 2018 and 2017, respectively. As of December 31, 2019, there were $4.9 million of total unrecognized compensation costs related to the Plan for RSUs which are expected to be recognized through 2022.

Employee Stock Purchase Plan
Heartland maintains an employee stock purchase plan (the "ESPP"), which was adopted in May 2016 and replaced the 2006 ESPP, that permits all eligible employees to purchase shares of Heartland common stock at a price of not less than 95% of the fair market value (as determined by the Compensation Committee) on the determination date. Under ASC Topic 718, compensation expense related to the ESPP of $222,000 was recorded in 2019, $91,000 was recorded in 2018, and $153,000 was recorded in 2017 because the price of the shares purchased was set at the beginning of the year for the purchases at the end of the year.

A maximum of 500,000 shares is available for purchase under the ESPP, and as of December 31, 2019, 412,521 shares remain available for purchase. Beginning in 2017, Heartland began making ESPP purchases as soon as practicable after the last day of the plan year. On January 2, 2020, 32,179 shares were purchased under the ESPP for the employee deferrals made during the plan year ended December 31, 2019. On January 4, 2019, 32,331 shares were purchased under the ESPP for the employee deferrals made during the plan year ended December 31, 2018. On January 2, 2018, 22,903 shares were purchased under the ESPP for employee deferrals made during the plan year ended December 31, 2017.

SEVENTEEN
STOCKHOLDER RIGHTS PLAN

Heartland adopted an Amended and Restated Rights Agreement (the "Extended Rights Plan"), dated as of January 17, 2012, which became effective upon approval by the stockholders on May 16, 2012. The primary purpose of the Extended Rights Plan was to extend the term of the Rights Agreement dated as of June 7, 2002, for an additional ten years and to expand the definition of beneficial owners to include certain forms of indirect ownership. Under the terms of the Extended Rights Plan, a preferred share purchase right (a "Right") is automatically issued with each outstanding share of Heartland common stock and, unless redeemed or unless there is a Distribution Date, as defined below, the Rights trade with the shares of common stock until expiration of the Plan on January 17, 2022. Each Right entitles the holder to purchase from Heartland one-thousandth of a share of Series A Junior Participating Preferred Stock, $1.00 value (the "Series A Preferred Stock"), at a price of $70.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment (the "Purchase Price"). The Rights are not currently exercisable, and will not become exercisable until a Distribution Date.

The Series A Preferred Stock has a preferential quarterly dividend rate equal to the greater of $1.00 per share or 1,000 times the dividend declared on one share of common stock, a preference over common stock in liquidation equal to the greater of $1,000 per share or 1,000 times the payment made on one share of common stock, 1,000 votes per share voting together with the common stock, customary anti-dilution provisions and other rights that approximate the rights of one share of common stock.

The Rights separate from the common stock and become exercisable only on the tenth day (the "Distribution Date") following the earlier of (i) a public announcement that a person or group of affiliated or associated persons (subject to certain exclusions,



"Acquiring Persons") has commenced an offer to acquire "beneficial ownership" of 15% or more of Heartland's outstanding common stock, or (ii) actual acquisition of this level of beneficial ownership.

If any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights that were or are beneficially owned by the Acquiring Person (which will thereafter be void), will have the right to receive upon exercise that number of shares of common stock having a market value of two times the Purchase Price.

In 2002, when the Rights Plan was originally created, Heartland designated 16,000 shares, par value $1.00 per share, of Series A Preferred Stock. There are no shares of Series A Preferred issued and outstanding, and Heartland does not anticipate issuing any shares of such, except as may be required under the Extended Rights Plan.

EIGHTEEN
CAPITAL ISSUANCES

Common Stock
For a description of the issuance of shares of Heartland common stock in connection with acquisitions, see Note 2, "Acquisitions," of the consolidated financial statements. For a description of the issuance of shares of Heartland common stock in connection with the 2012 Long-Term Incentive Plan and the 2016 ESPP, see Note 16, "Stock-Based Compensation."

Shelf Registration
Heartland filed a universal shelf registration with the SEC to register debt or equity securities on August 8, 2019, that expires in August 2022. This registration statement, which was effective immediately, provides Heartland the ability to raise capital, subject to market conditions and SEC rules and limitations, if Heartland's board of directors decides to do so. This registration statement permits Heartland, from time to time, in one or more public offerings, to offer debt securities, subordinated notes, common stock, preferred stock, rights or any combination of these securities. The amount of securities that may have been offered was not specified in the registration statement, and the terms of any future offerings were to be established at the time of the offering.

NINETEEN
REGULATORY CAPITAL REQUIREMENTS AND RESTRICTIONS ON SUBSIDIARY DIVIDENDS

The Heartland banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Heartland banks’ financial statements. The regulations prescribe specific capital adequacy guidelines that involve quantitative measures of a bank’s assets, liabilities and certain off balance sheet items as calculated under regulatory accounting practices. Capital classification is also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Heartland banks to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined).

The requirements to be categorized as well-capitalized under the Tier 1 leverage capital ratio is 4% for all banks. The minimum requirement to be well-capitalized for the Tier 1 risk-based capital ratio is 8%. The total risk-based capital ratio minimum requirement to be well-capitalized remained is 10%. Management believes, as of December 31, 2019 and 2018, that the Heartland banks met all capital adequacy requirements to which they were subject.

As of December 31, 2019 and 2018, the FDIC categorized each of the Heartland banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Heartland banks must maintain minimum total risk-based, Tier 1 risk-based, Tier 1 common equity and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since December 31, 2019, that management believes have changed each institution’s category.




The Heartland banks’ actual capital amounts and ratios are also presented in the tables below, in thousands:
  Actual
For Capital
Adequacy Purposes
To Be Well Capitalized Under Prompt Corrective Action Provisions
  Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2019            
Total Capital (to Risk-Weighted Assets)            
Consolidated $ 1,388,511    13.75  % $ 807,881    8.00  %  N/A     
Dubuque Bank and Trust Company 168,959    14.55    92,872    8.00    $ 116,090    10.00  %
Illinois Bank & Trust 107,678    10.54    81,731    8.00    102,164    10.00   
Wisconsin Bank & Trust 117,355    14.13    66,431    8.00    83,039    10.00   
New Mexico Bank & Trust 157,555    12.33    102,193    8.00    127,741    10.00   
Arizona Bank & Trust 75,498    11.19    53,982    8.00    67,477    10.00   
Rocky Mountain Bank 53,266    13.80    30,868    8.00    38,585    10.00   
Citywide Banks 240,735    13.88    138,704    8.00    173,380    10.00   
Minnesota Bank & Trust 76,400    13.50    45,260    8.00    56,575    10.00   
Bank of Blue Valley 145,256    14.50    80,153    8.00    100,191    10.00   
Premier Valley Bank 91,257    13.21    55,273    8.00    69,091    10.00   
First Bank & Trust 109,545    14.11    62,128    —    8.00    77,660    10.00   



  Actual
For Capital
Adequacy Purposes
To Be Well Capitalized Under Prompt Corrective Action Provisions
  Amount Ratio Amount Ratio Amount Ratio
As of December 31, 2019
Tier 1 Capital (to Risk-Weighted Assets)
Consolidated $ 1,243,582    12.31  % $ 605,911    6.00  %  N/A   
Dubuque Bank and Trust Company 159,579    13.75    69,654    6.00    $ 92,872    8.00  %
Illinois Bank & Trust 103,011    10.08    61,298    6.00    81,731    8.00   
Wisconsin Bank & Trust 109,939    13.24    49,824    6.00    66,431    8.00   
New Mexico Bank & Trust 148,227    11.60    76,645    6.00    102,193    8.00   
Arizona Bank & Trust 69,648    10.32    40,486    6.00    53,982    8.00   
Rocky Mountain Bank 48,692    12.62    23,151    6.00    30,868    8.00   
Citywide Banks 231,085    13.33    104,028    6.00    138,704    8.00   
Minnesota Bank & Trust 70,235    12.41    33,945    6.00    45,260    8.00   
Bank of Blue Valley 140,195    13.99    60,115    6.00    80,153    8.00   
Premier Valley Bank 87,335    12.64    41,455    6.00    55,273    8.00   
First Bank & Trust 104,914    13.51    46,596    6.00    62,128    8.00   
Common Equity Tier 1 (to Risk-Weighted Assets)
Consolidated $ 1,098,428    10.88  % $ 454,433    4.50  % N/A
Dubuque Bank and Trust Company 159,579    13.75    52,241    4.50    $ 75,459    6.50  %
Illinois Bank & Trust 103,011    10.08    45,974    4.50    66,407    6.50   
Wisconsin Bank & Trust 109,939    13.24    37,368    4.50    53,976    6.50   
New Mexico Bank & Trust 148,227    11.60    57,484    4.50    83,032    6.50   
Arizona Bank & Trust 69,648    10.32    30,365    4.50    43,860    6.50   
Rocky Mountain Bank 48,692    12.62    17,363    4.50    25,080    6.50   
Citywide Banks 231,085    13.33    78,021    4.50    112,697    6.50   
Minnesota Bank & Trust 70,235    12.41    25,459    4.50    36,774    6.50   
Bank of Blue Valley 140,195    13.99    45,086    4.50    65,124    6.50   
Premier Valley Bank 87,335    12.64    31,091    4.50    44,909    6.50   
First Bank & Trust 104,914    13.51    34,947    —    4.50    50,479    6.50   
Tier 1 Capital (to Average Assets)
Consolidated $ 1,243,582    10.10  % $ 492,725    4.00  % N/A   
Dubuque Bank and Trust Company 159,579    9.83    64,961    4.00    $ 81,202    5.00  %
Illinois Bank & Trust 103,011    10.26    40,144    4.00    50,180    5.00   
Wisconsin Bank & Trust 109,939    10.76    40,863    4.00    51,078    5.00   
New Mexico Bank & Trust 148,227    9.11    65,076    4.00    81,345    5.00   
Arizona Bank & Trust 69,648    9.87    28,235    4.00    35,293    5.00   
Rocky Mountain Bank 48,692    9.22    21,132    4.00    26,415    5.00   
Citywide Banks 231,085    10.66    86,732    4.00    108,416    5.00   
Minnesota Bank & Trust 70,235    10.51    26,740    4.00    33,426    5.00   
Bank of Blue Valley 140,195    11.07    50,638    4.00    63,297    5.00   
Premier Valley Bank 87,335    10.43    33,487    4.00    41,859    5.00   
First Bank & Trust 104,914    10.25    40,941    4.00    51,177    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, 2018            
Total Capital (to Risk-Weighted Assets)            
Consolidated $ 1,200,947    13.72  % $ 700,490    8.00  %  N/A        
Dubuque Bank and Trust Company 165,687    14.10    93,975    8.00    $ 117,469    10.00  %
Illinois Bank & Trust 74,657    13.02    45,884    8.00    57,355    10.00   
Wisconsin Bank & Trust 115,318    13.90    66,351    8.00    82,939    10.00   
New Mexico Bank & Trust 150,261    12.92    93,063    8.00    116,328    10.00   
Arizona Bank & Trust 63,606    11.90    42,766    8.00    53,458    10.00   
Rocky Mountain Bank 51,982    14.26    29,160    8.00    36,449    10.00   
Citywide Banks 235,691    13.46    140,117    8.00    175,146    10.00   
Minnesota Bank & Trust 69,002    12.99    42,493    8.00    53,117    10.00   
Bank of Blue Valley(1)
72,520    16.14    35,937    8.00    44,922    10.00   
Premier Valley Bank 85,710    13.71    50,017    8.00    62,521    10.00   
First Bank & Trust 102,795    13.48    61,004    8.00    76,255    10.00   
Tier 1 Capital (to Risk-Weighted Assets)  
Consolidated $ 1,064,669    12.16  % $ 525,368    6.00  %  N/A   
Dubuque Bank and Trust Company 155,391    13.23    70,482    6.00    $ 93,975    8.00  %
Illinois Bank & Trust 70,470    12.29    34,413    6.00    45,884    8.00   
Wisconsin Bank & Trust 108,193    13.04    49,763    6.00    66,351    8.00   
New Mexico Bank & Trust 141,161    12.13    69,797    6.00    93,063    8.00   
Arizona Bank & Trust 59,993    11.22    32,075    6.00    42,766    8.00   
Rocky Mountain Bank 48,428    13.29    21,870    6.00    29,160    8.00   
Citywide Banks 226,645    12.94    105,088    6.00    140,117    8.00   
Minnesota Bank & Trust 63,633    11.98    31,870    6.00    42,493    8.00   
Bank of Blue Valley(1)
67,975    15.13    26,953    6.00    35,937    8.00   
Premier Valley Bank 82,321    13.17    37,513    6.00    50,017    8.00   
First Bank & Trust 100,884    13.23    45,753    6.00    61,004    8.00   
Common Equity Tier 1 (to Risk Weighted Assets)
Consolidated $ 933,755    10.66  % $ 394,026    4.50  % N/A   
Dubuque Bank and Trust Company 155,391    13.23    52,861    4.50    $ 76,355    6.50  %
Illinois Bank & Trust 70,470    12.29    25,810    4.50    37,281    6.50   
Wisconsin Bank & Trust 108,193    13.04    37,323    4.50    53,910    6.50   
New Mexico Bank & Trust 141,161    12.13    52,348    4.50    75,613    6.50   
Arizona Bank & Trust 59,993    11.22    24,056    4.50    34,748    6.50   
Rocky Mountain Bank 48,428    13.29    16,402    4.50    23,692    6.50   
Citywide Banks 226,645    12.94    78,816    4.50    113,845    6.50   
Minnesota Bank & Trust 63,633    11.98    23,903    4.50    34,526    6.50   
Bank of Blue Valley(1)
67,975    15.13    20,215    4.50    29,199    6.50   
Premier Valley Bank 82,321    13.17    28,134    4.50    40,639    6.50   
First Bank & Trust 100,884    13.23    34,315    4.50    49,566    6.5   
Tier 1 Capital (to Average Assets)
Consolidated $ 1,064,669    9.73  % $ 437,858    4.00  %  N/A   
Dubuque Bank and Trust Company 155,391    9.97    62,317    4.00    $ 77,897    5.00  %



  Actual
For Capital
Adequacy Purposes
To Be Well Capitalized Under Prompt Corrective Action Provisions
  Amount Ratio Amount Ratio Amount Ratio
Illinois Bank & Trust 70,470    8.56    32,941    4.00    41,177    5.00   
Wisconsin Bank & Trust 108,193    10.47    41,317    4.00    51,647    5.00   
New Mexico Bank & Trust 141,161    9.58    58,958    4.00    73,697    5.00   
Arizona Bank & Trust 59,993    9.20    26,089    4.00    32,611    5.00   
Rocky Mountain Bank 48,428    9.82    19,730    4.00    24,662    5.00   
Citywide Banks 226,645    10.53    86,129    4.00    107,662    5.00   
Minnesota Bank & Trust 63,633    10.00    25,445    4.00    31,806    5.00   
Bank of Blue Valley(1)
67,975    11.31    24,041    4.00    30,052    5.00   
Premier Valley Bank 82,321    10.53    31,285    4.00    39,106    5.00   
First Bank & Trust 100,884    10.13    39,846    4.00    49,807    5.00   
(1) Morrill & Janes Bank and Trust Company changed its name to Bank of Blue Valley upon the acquisition of Blue Valley Ban Corp. on May 10, 2019.

The ability of Heartland to pay dividends to its stockholders is dependent upon dividends paid by its subsidiaries. The Heartland banks are subject to certain statutory and regulatory restrictions on the amount they may pay in dividends. To maintain acceptable capital ratios for the Banks, certain portions of their retained earnings are not available for the payment of dividends. Retained earnings that could be available for the payment of dividends to Heartland totaled approximately $533.9 million as of December 31, 2019, under the most restrictive minimum capital requirements. Retained earnings that could be available for the payment of dividends to Heartland totaled approximately $331.5 million as of December 31, 2019, under the capital requirements to remain well capitalized.

TWENTY
FAIR VALUE

Heartland utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities carried at fair value, which include available for sale, trading securities and equity securities with a readily determinable fair value, and derivatives are recorded in the consolidated balance sheets at fair value on a recurring basis. Additionally, from time to time, Heartland may be required to record at fair value other assets on a nonrecurring basis such as loans held for sale, loans held to maturity and certain other assets including, but not limited to, mortgage servicing rights, commercial servicing rights and other real estate owned. These nonrecurring fair value adjustments typically involve application of lower of cost or fair value accounting or write-downs of individual assets.

Fair Value Hierarchy

Under ASC 820, assets and liabilities are grouped at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 — Valuation is based upon quoted prices for identical instruments in active markets.

Level 2 — Valuation is based upon quoted prices for similar instruments in active markets, or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 — Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.



The following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a recurring or non-recurring basis.

Assets

Securities Available for Sale and Held to Maturity
Securities available for sale are recorded at fair value on a recurring basis. Securities held to maturity are generally recorded at cost and are only recorded at fair value to the extent a decline in fair value is determined to be other-than-temporary. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, as well as U.S. Treasury securities. Level 2 securities include U.S. government and agency securities, mortgage and asset-backed securities and private collateralized mortgage obligations, municipal bonds, equity securities and corporate debt securities. On a quarterly basis, a secondary independent pricing service is used for the securities portfolio to validate the pricing from Heartland's primary pricing service.

Equity Securities with a Readily Determinable Fair Value
Equity securities with a readily determinable fair value generally include Community Reinvestment Act mutual funds and are classified as Level 2 due to the infrequent trading of these securities. The fair value is based on the price per share.

Loans Held for Sale
Loans held for sale are carried at the lower of cost or fair value on an aggregate basis. The fair value of loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics. As such, Heartland classifies loans held for sale subjected to nonrecurring fair value adjustments as Level 2.

Prior to December 31, 2018, Heartland entered into an agreement with a third-party to sell the loan portfolios of its consumer finance subsidiaries. The loan portfolios were classified as held for sale and recorded at fair value at December 31, 2018. Heartland classified these loans as nonrecurring Level 3 in the fair value hierarchy because the negotiated sales price was unobservable.

Loans Held to Maturity
Heartland does not record loans held to maturity at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC 310. The fair value of impaired loans is measured using one of the following impairment methods: 1) the present value of expected future cash flows discounted at the loan's effective interest rate or 2) the observable market price of the loan or 3) the fair value of the collateral if the loan is collateral dependent. In accordance with ASC 820, impaired loans measured at fair value are classified as nonrecurring Level 3 in the fair value hierarchy.

Premises, Furniture and Equipment Held for Sale
Heartland values premises, furniture and equipment held for sale based on third-party appraisals less estimated disposal costs. Heartland considers third party appraisals, as well as independent fair value assessments from Realtors or persons involved in selling bank premises, furniture and equipment, in determining the fair value of particular properties. Accordingly, the valuation of premises, furniture and equipment held for sale is subject to significant external and internal judgment. Heartland periodically reviews premises, furniture and equipment held for sale to determine if the fair value of the property, less disposal costs, has declined below its recorded book value and records any adjustments accordingly. Premises, furniture and equipment held for sale are classified as nonrecurring Level 3 in the fair value hierarchy.




Mortgage Servicing Rights
Mortgage servicing rights assets represent the value associated with servicing residential real estate loans that have been sold to outside investors with servicing retained. The fair value for servicing assets is determined through discounted cash flow analysis and utilizes discount rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management estimation and judgment. Mortgage servicing rights are subject to impairment testing. The carrying values of these rights are reviewed quarterly for impairment based upon the calculation of fair value as performed by an outside third party. For purposes of measuring impairment, the rights are stratified into certain risk characteristics including note type and note term. If the valuation model reflects a value less than the carrying value, mortgage servicing rights are adjusted to fair value through a valuation allowance. Heartland classifies mortgage servicing rights as nonrecurring with Level 3 measurement inputs.

Commercial Servicing Rights
Commercial servicing rights assets represent the value associated with servicing commercial loans guaranteed by the Small Business Administration and United States Department of Agriculture that have been sold with servicing retained by Heartland. Heartland uses the amortization method (i.e., the lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, to determine the carrying value of its commercial servicing rights. The fair value for servicing assets is determined through market prices for comparable servicing contracts, when available, or through a valuation model that calculates the present value of estimated future net servicing income. Inputs utilized include discount rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management estimation and judgment. Commercial servicing rights are subject to impairment testing, and the carrying values of these rights are reviewed quarterly for impairment based upon the calculation of fair value as performed by an outside third party. If the valuation model reflects a fair value less than the carrying value, commercial servicing rights are adjusted to fair value through a valuation allowance. Heartland classifies commercial servicing rights as nonrecurring with Level 3 measurement inputs.

Derivative Financial Instruments
Heartland's current interest rate risk strategy includes interest rate swaps. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. To comply with the provisions of ASC 820, Heartland incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, Heartland has considered the impact of netting any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although Heartland has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2019, and December 31, 2018, Heartland has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, Heartland has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Interest Rate Lock Commitments
Heartland uses an internal valuation model that relies on internally developed inputs to estimate the fair value of its interest rate lock commitments which is based on unobservable inputs that reflect management's assumptions and specific information about each borrower. Interest rate lock commitments are classified in Level 3 of the fair value hierarchy.

Forward Commitments
The fair value of forward commitments are estimated using an internal valuation model, which includes current trade pricing for similar financial instruments in active markets that Heartland has the ability to access and are classified in Level 2 of the fair value hierarchy.

Other Real Estate Owned
Other real estate owned ("OREO") represents property acquired through foreclosures and settlements of loans. Property acquired is carried at the fair value of the property at the time of acquisition (representing the property's cost basis), plus any acquisition costs, or the estimated fair value of the property, less disposal costs. Heartland considers third party appraisals, as well as independent fair value assessments from realtors or persons involved in selling OREO, in determining the fair value of particular properties. Accordingly, the valuation of OREO is subject to significant external and internal judgment. Heartland



periodically reviews OREO to determine if the fair value of the property, less disposal costs, has declined below its recorded book value and records any adjustments accordingly. OREO is classified as nonrecurring Level 3 of the fair value hierarchy.

The table below presents Heartland's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2019, and December 31, 2018, in thousands, aggregated by the level in the fair value hierarchy within which those measurements fall:
Total Fair Value Level 1 Level 2 Level 3
December 31, 2019
Assets
Securities available for sale
U.S. government corporations and agencies $ 9,893    $ 8,503    $ 1,390    $ —   
Mortgage and asset-backed securities 2,577,278    —    2,577,278    —   
Obligations of states and political subdivisions 707,190    —    707,190    —   
Equity securities with a readily determinable fair value 18,435    —    18,435    —   
Derivative financial instruments(1)
17,527    —    17,527    —   
Interest rate lock commitments 681    —    —    681   
Forward commitments 15    —    15    —   
Total assets at fair value $ 3,331,019    $ 8,503    $ 3,321,835    $ 681   
Liabilities
Derivative financial instruments(2)
$ 21,462    $ —    $ 21,462    $ —   
Forward commitments 113    —    113    —   
Total liabilities at fair value $ 21,575    $ —    $ 21,575    $ —   
December 31, 2018
Assets
Securities available for sale
U.S. government corporations and agencies $ 31,951    $ 25,414    $ 6,537    $ —   
Mortgage-backed securities 2,026,698    —    2,026,698    —   
Obligations of states and political subdivisions 374,974    —    374,974    —   
Equity securities 17,086    —    17,086    —   
Derivative financial instruments(1)
6,539    —    6,539    —   
Interest rate lock commitments 725    —    —    725   
Forward commitments —    —    —    —   
Total assets at fair value $ 2,457,973    $ 25,414    $ 2,431,834    $ 725   
Liabilities
Derivative financial instruments(2)
$ 6,044    $ —    $ 6,044    $ —   
Forward commitments 399    —    399    —   
Total liabilities at fair value $ 6,443    $ —    $ 6,443    $ —   
(1) Includes embedded derivatives, back-to-back loan swaps, fair value hedges, free standing derivative instruments and cash flow hedges.
(2) Includes cash flow hedges, fair value hedges, back-to-back loan swaps, embedded derivatives and free standing derivative instruments.




The tables below present Heartland's assets that are measured at fair value on a nonrecurring basis, in thousands:
Fair Value Measurements at December 31, 2019
Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
 Inputs
(Level 3)
(Gains)/Losses
Collateral dependent impaired loans:
Commercial $ 15,173    $ —    $ —    $ 15,173    $ 1,114   
Commercial real estate 4,592    —    —    4,592    72   
Agricultural and agricultural real estate 12,623    —    —    12,623    1,254   
Residential real estate 3,088    —    —    3,088    10   
Consumer 988    —    —    988    —   
Total collateral dependent impaired loans $ 36,464    $ —    $ —    $ 36,464    $ 2,450   
Loans held for sale $ 26,748    $ —    $ 26,748    $ —    $ (980)  
Other real estate owned $ 6,914    $ —    $ —    $ 6,914    $ 947   
Premises, furniture and equipment held for sale $ 2,967    $ —    $ —    $ 2,967    $ 735   
Servicing rights $ 5,621    $ —    $ —    $ 5,621    $ 911   

Fair Value Measurements at December 31, 2018
Total
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
 Inputs
(Level 3)
(Gains)/Losses
Collateral dependent impaired loans:
Commercial $ 12,932    $ —    $ —    $ 12,932    $ 660   
Commercial real estate 405    —    —    405    72   
Agricultural and agricultural real estate 11,070    —    —    11,070    575   
Residential real estate 478    —    —    478    —   
Consumer 624    —    —    624    —   
Total collateral dependent impaired loans $ 25,509    $ —    $ —    $ 25,509    $ 1,307   
Loans held for sale $ 119,801    $ —    $ 52,577    $ 67,224    $ (1,870)  
Other real estate owned $ 6,153    $ —    $ —    $ 6,153    $ 2,647   
Premises, furniture and equipment held for sale $ 7,258    $ —    $ —    $ 7,258    $ 59   
Servicing rights $ 7,143    $ —    $ —    $ 7,143    $ 58   

Heartland entered into an agreement to sell the loan portfolios of its consumer finance subsidiaries during the fourth quarter of 2018, which were recorded at fair value at December 31, 2018. The fair value of the portfolios was $67.2 million, and Heartland recorded a benefit to provision for loan losses of $953,000 in 2018 associated with the transaction.



The following tables present additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which Heartland has utilized Level 3 inputs to determine fair value, in thousands:
Fair Value at 12/31/19 Valuation Technique Unobservable Input Range (Weighted Average)
Interest rate lock
commitments
$ 681    Discounted cash flows Closing ratio
0 - 99% (90%)(1)
Premises, furniture and equipment held for sale 2,967    Modified appraised value Third party appraisal
(2)
Appraisal discount
0-10%(3)
Other real estate owned 6,914    Modified appraised value Third party appraisal
(2)
Appraisal discounts
0-10%(3)
Servicing rights 5,621    Discounted cash flows Third party valuation
(4)
Collateral dependent impaired loans:
Commercial 15,173    Modified appraised value Third party appraisal
(2)
Appraisal discount
0-25%(3)
Commercial real estate 4,592    Modified appraised value Third party appraisal
(2)
Appraisal discount
0-14%(3)
Agricultural and agricultural real estate 12,623    Modified appraised value Third party appraisal
(2)
Appraisal discount
0-15%(3)
Residential real estate 3,088    Modified appraised value Third party appraisal
(2)
Appraisal discount
0-25%(3)
Consumer 988    Modified appraised value Third party valuation
(2)
Valuation discount
0-10%(3)
(1) The significant unobservable input used in the fair value measurement is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close. The closing ratio calculation takes into consideration historical data and loan-level data.
(2) Third party appraisals are obtained and updated at least annually to establish the value of the underlying asset, but the disclosure of the unobservable inputs used by the appraisers would not be meaningful because the range will vary widely from appraisal to appraisal.
(3) Discounts applied to the appraised values primarily include estimated sales costs, but also consider the age of the appraisal, changes in local market conditions and changes in the current condition of the collateral.
(4) The significant unobservable input used in the fair value measurement are the value indices, which are weighted-average spreads to LIBOR based on maturity groups.




Fair Value at 12/31/18 Valuation Technique Unobservable Input Range (Weighted Average)
Loans available for sale $ 67,224    Discounted cash flows Sales contract
(1)
Interest rate lock commitments 725    Discounted cash flows Closing ratio
0 - 99% (91%)(2)
Premises, furniture and equipment held for sale 7,258    Modified appraised value Third party appraisal
(3)
Appraisal discount
0-10%(5)
Other real estate owned 6,153    Modified appraised value Third party appraisal
(3)
Appraisal discounts
0-10%(5)
Servicing rights 7,143    Discounted cash flows Third party valuation
(4)
Collateral dependent impaired loans:
Commercial 12,932    Modified appraised value Third party appraisal
(3)
Appraisal discount
0-8%(5)
Commercial real estate 405    Modified appraised value Third party appraisal
(3)
Appraisal discount
0-19%(5)
Agricultural and agricultural real estate 11,070    Modified appraised value Third party appraisal
(3)
Appraisal discount
0-24%(5)
Residential real estate 478    Modified appraised value Third party appraisal
(3)
Appraisal discount
0-24%(5)
Consumer 624    Modified appraised value Third party valuation
(3)
Valuation discount
0-14%(5)
(1) The significant unobservable input related to the loans held for sale was the third party sales contract Heartland entered into prior to December 31, 2018. The sale of these consumer loans closed on January 11, 2019.
(2) The significant unobservable input used in the fair value measurement is the closing ratio, which represents the percentage of loans currently in a lock position which management estimates will ultimately close. The closing ratio calculation takes into consideration historical data and loan-level data.
(3) Third party appraisals are obtained and updated at least annually to establish the value of the underlying asset, but the disclosure of the unobservable inputs used by the appraisers would not be meaningful because the range will vary widely from appraisal to appraisal.
(4) The significant unobservable input used in the fair value measurement are the value indices, which are weighted-average spreads to LIBOR based on maturity groups.
(5) Discounts applied to the appraised values primarily include estimated sales costs, but also consider the age of the appraisal, changes in local market conditions and changes in the current condition of the collateral.

The changes in fair value of the interest rate lock commitments, which are Level 3 financial instruments and are measured on a recurring basis, are summarized in the following table, in thousands: (1)
For the Years Ended
December 31, 2019 December 31, 2018
Balance at January 1, $ 725    $ 1,738   
Acquired interest rate lock commitments —    1,383   
Total gains (losses), net, included in earnings 18    (3,269)  
Issuances 10,702    2,962   
Settlements (10,764)   (2,089)  
Balance at period end, $ 681    $ 725   

Gains included in net gains on sale of loans held for sale attributable to interest rate lock commitments held at December 31, 2019, and December 31, 2018, were $681,000 and $725,000, respectively.

The table below is a summary of the estimated fair value of Heartland's financial instruments (as defined by ASC 825) as of December 31, 2019, and December 31, 2018, in thousands. The carrying amounts in the following table are recorded in the consolidated balance sheets under the indicated captions. In accordance with ASC 825, the assets and liabilities that are not



financial instruments are not included in the disclosure, including the value of the commercial and mortgage servicing rights, premises, furniture and equipment, premises, furniture and equipment held for sale, OREO, goodwill, other intangibles and other liabilities.

Heartland does not believe that the estimated information presented below is representative of the earnings power or value of Heartland. The following analysis, which is inherently limited in depicting fair value, also does not consider any value associated with either existing customer relationships or the ability of Heartland to create value through loan origination, obtaining deposits or fee generating activities. Many of the estimates presented below are based upon the use of highly subjective information and assumptions and, accordingly, the results may not be precise. Management believes that fair value estimates may not be comparable between financial institutions due to the wide range of permitted valuation techniques and numerous estimates which must be made. Furthermore, because the disclosed fair value amounts were estimated as of the balance sheet date, the amounts actually realized or paid upon maturity or settlement of the various financial instruments could be significantly different.



Fair Value Measurements at
December 31, 2019
Carrying
Amount
Estimated
Fair
Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial assets:
Cash and cash equivalents $ 378,734    $ 378,734    $ 378,734    $ —    $ —   
Time deposits in other financial institutions 3,564    3,564    3,564    —    —   
Securities:
Carried at fair value 3,312,796    3,312,796    8,503    3,304,293    —   
Held to maturity 91,324    100,484    —    100,484    —   
Other investments 31,321    31,321    —    31,321    —   
Loans held for sale 26,748    26,748    —    26,748    —   
Loans, net:
Commercial 2,390,254    2,343,079    —    2,327,906    15,173   
Commercial real estate 4,336,355    4,333,012    —    4,328,420    4,592   
Agricultural and agricultural real estate 528,195    528,657    —    516,034    12,623   
Residential real estate 595,331    588,182    —    585,094    3,088   
Consumer 447,387    450,413    —    449,425    988   
Total Loans, net 8,297,522    8,243,343    —    8,206,879    36,464   
Cash surrender value on life insurance 171,625    171,625    —    171,625    —   
Derivative financial instruments(1)
17,527    17,527    —    17,527    —   
Interest rate lock commitments 681    681    —    —    681   
Forward commitments —    15    —    15    —   
Financial liabilities:
Deposits
Demand deposits 3,543,863    3,543,863    —    3,543,863    —   
Savings deposits 6,307,425    6,307,425    —    6,307,425    —   
Time deposits 1,193,043    1,193,043    —    1,193,043    —   
Short term borrowings 182,626    182,626    —    182,626    —   
Other borrowings 275,773    278,169    —    278,169    —   
Derivative financial instruments(2)
21,462    21,462    —    21,462    —   
Forward commitments 113    113    —    113    —   
(1) Includes embedded derivatives, back-to-back loan swaps, fair value hedges, free standing derivative instruments and cash flow hedges.
(2) Includes cash flow hedges, fair value hedges, back-to-back loan swaps, embedded derivatives and free standing derivative instruments.




Fair Value Measurements at
December 31, 2018
Carrying
Amount
Estimated
Fair
Value
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Financial assets:
Cash and cash equivalents $ 273,630    $ 273,630    $ 273,630    $ —    $ —   
Time deposits in other financial institutions 4,672    4,672    4,672    —    —   
Securities:
Carried at fair value 2,450,709    2,450,709    25,414    2,425,295    —   
Held to maturity 236,283    245,341    —    245,341    —   
Other investments
28,396    28,396    —    28,396    —   
Loans held for sale 119,801    119,801    —    52,577    67,224   
Loans, net:
Commercial 1,994,785    1,955,607    —    1,942,675    12,932   
Commercial real estate 3,684,213    3,667,138    —    3,666,733    405   
Agricultural and agricultural real estate 561,265    553,112    —    542,042    11,070   
Residential real estate 670,473    654,596    —    654,118    478   
Consumer 434,998    432,016    —    431,392    624   
Total Loans, net
7,345,734    7,262,469    —    7,236,960    25,509   
Cash surrender value on life insurance 162,892    162,892    —    162,892    —   
Derivative financial instruments(1)
6,539    6,539    —    6,539    —   
Interest rate lock commitments 725    725    —    —    725   
Forward commitments —    —    —    —    —   
Financial liabilities:
Deposits
Demand deposits
3,264,737    3,264,737    —    3,264,737    —   
Savings deposits
5,107,962    5,107,962    —    5,107,962    —   
Time deposits
1,023,730    1,023,730    —    1,023,730    —   
Deposits held for sale 106,409    100,241    —    —    100,241   
Short term borrowings 227,010    227,010    —    227,010    —   
Other borrowings 274,905    276,966    —    276,966    —   
Derivative financial instruments(2)
6,044    6,044    —    6,044    —   
Forward commitments 399    399    —    399    —   
(1) Includes embedded derivatives, back-to-back loan swaps, fair value hedges, free standing derivative instruments and cash flow hedges.
(2) Includes cash flow hedges, fair value hedges, back-to-back loan swaps, embedded derivatives and free standing derivative instruments.

Cash and Cash Equivalents — The carrying amount is a reasonable estimate of fair value due to the short-term nature of these instruments.

Time Deposits in Other Financial Institutions — The carrying amount is a reasonable estimate of the fair value due to the short-term nature of these instruments.

Securities — For equity securities with a readily determinable fair value and debt securities either held to maturity, available for



sale or trading, fair value equals quoted market price if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. For Level 3 securities, Heartland utilizes independent pricing provided by third
party vendors or brokers.

Other Investments — Fair value measurement of other investments, which consists primarily of FHLB stock, are based on their redeemable value, which is at cost. The market for these securities is restricted to the issuer of the stock and subject to impairment evaluation.

Loans — The fair value of loans were determined using an exit price methodology. The exit price estimation of fair value is based on the present value of the expected cash flows. The projected cash flows are based on the contractual terms of the loans, adjusted for prepayments and a discount rate based on the relative risk of the cash flows. Other considerations include the loan type, remaining life of the loan and credit risk.

The fair value of impaired loans is measured using the fair value of the underlying collateral. The fair value of loans held for sale is estimated using quoted market prices or sales contracts.

Cash surrender value on life insurance — Life insurance policies are held on certain officers. The carrying value of these policies approximates fair value as it is based on the cash surrender value adjusted for other charges or amounts due that are probable at settlement. As such, Heartland classifies the estimated fair value of the cash surrender value on life insurance as Level 2.

Derivative Financial Instruments — The fair value of all derivatives is estimated based on the amount that Heartland would pay or would be paid to terminate the contract or agreement, using current rates, and when appropriate, the current creditworthiness of the counter-party.

Interest Rate Lock Commitments — The fair value of interest rate lock commitments is estimated using an internal valuation model, which includes grouping the interest rate lock commitments by interest rate and terms, applying an estimated closing ratio based on historical experience, and then multiplying by quoted investor prices determined to be reasonably applicable to the loan commitment groups based on interest rate, terms, and rate lock expiration dates of the loan commitment group.

Forward Commitments — The fair value of these instruments is estimated using an internal valuation model, which includes current trade pricing for similar financial instruments.

Deposits — The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. If the fair value of the fixed maturity certificates of deposit is calculated at less than the carrying amount, the carrying value of these deposits is reported as the fair value.

Deposits Held for Sale — Prior to December 31, 2018, Heartland entered into agreements with third parties to sell the deposits of five branch locations, which totaled $106.4 million as of December 31, 2018. The estimated fair value in the table above was based on the carrying value of the deposits less the premium Heartland expected to receive in accordance with the sales contract when the transactions are expected to be completed in 2019.

Short-term and Other Borrowings Rates currently available to Heartland for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Commitments to Extend Credit, Unused Lines of Credit and Standby Letters of Credit — Based upon management's analysis of the off balance sheet financial instruments, there are no significant unrealized gains or losses associated with these financial instruments based upon review of the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties.

TWENTY-ONE
REVENUE

On January 1, 2018, Heartland adopted ASU 2014-09, "Revenue from Contracts with Customers" (Topic 606), and all subsequent ASUs that modified Topic 606. The implementation of the standard did not have a material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed



necessary. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with Topic 605.

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with loan servicing income, bank owned life insurance, derivatives and certain credit card fees are also not in scope of the guidance. Topic 606 is applicable to noninterest revenue streams such as service charges and fees, trust fees, and brokerage and insurance commissions. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of Heartland's revenue is generated from contracts with customers. Noninterest revenue streams in-scope of Topic 606 are discussed below.

Service Charges and Fees
Service charges and fees consist of revenue generated from deposit account related service charges and fees, overdraft fees, customer service fees, credit card fee income, debit card income and other service charges and fees.

Service charges on deposit accounts consist of account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders and other deposit account related fees. Heartland's performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees, including overdraft fees, are largely transactional based, and therefore, the performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

Customer service fees and other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. Heartland's performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Credit card fee income and debit card income are comprised of interchange fees, ATM fees, and merchant services income. Credit card fee income and debit card income are earned whenever the banks' debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a bank cardholder uses an ATM that is not owned by one of Heartland's banks or a non-bank cardholder uses Heartland-owned ATM. Merchant services income mainly represents fees charged to merchants to process their debit and credit card transactions, in addition to account management fees.

Trust Fees
Trust fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. Heartland's performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the average daily market value or month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days before or after month end through a direct charge to customers’ accounts. Heartland does not earn performance-based incentives. Optional services such as real estate sales and tax return preparation services are also available to existing trust and asset management customers. Heartland's performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.

Brokerage and Insurance Commissions
Brokerage commission primarily consist of commissions related to broker-dealer contracts. The contracts are between the customer and the broker-dealer, and Heartland satisfies its performance obligation and earns commission when the transactions are completed. The recognition of revenue is based on a defined fee schedule and does not require significant judgment. Payment is received shortly after services are rendered. Insurance commissions are related to commissions received directly from the insurance carrier. Heartland acts as an insurance agent between the customer and the insurance carrier. Heartland's performance obligations and associated fee and commission income are defined with each insurance product with the insurance company. When insurance payments are received from customers, a portion of the payment is recognized as commission revenue.




The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the year ended December 31, 2019, 2018, and 2017, in thousands:
For the Years Ended December 31,
2019 2018 2017
In-scope of Topic 606
Service charges and fees
Service charges and fees on deposit accounts $ 12,790    $ 11,291    $ 9,570   
Overdraft fees 11,543    10,796    9,365   
Customer service fees 331    330    296   
Credit card fee income 15,594    11,893    7,968   
Debit card income 11,899    14,396    11,984   
Total service charges and fees 52,157    48,706    39,183   
Trust fees 19,399    18,393    15,818   
Brokerage and insurance commissions 3,786    4,513    4,033   
Total noninterest income in-scope of Topic 606 $ 75,342    $ 71,612    $ 59,034   
Out-of-scope of Topic 606
Loan servicing income $ 4,843    $ 7,292    $ 5,636   
Securities gains, net 7,659    1,085    6,973   
Unrealized gain on equity securities, net 525    212    —   
Net gains on sale of loans held for sale 15,555    21,450    22,251   
Valuation adjustment on servicing rights (911)   (46)   21   
Income on bank owned life insurance 3,785    2,793    2,772   
Other noninterest income 9,410    4,762    5,335   
Total noninterest income out-of-scope of Topic 606 40,866    37,548    42,988   
Total noninterest income $ 116,208    $ 109,160    $ 102,022   

Contract Balances
A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. Heartland's noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after Heartland satisfies its performance obligation and revenue is recognized. Heartland does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of December 31, 2019, 2018 and 2017, Heartland did not have any significant contract balances.

Contract Acquisition Costs
In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). Heartland utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, Heartland did not capitalize any contract acquisition costs.




TWENTY-TWO
PARENT COMPANY ONLY FINANCIAL INFORMATION

Condensed financial information for Heartland Financial USA, Inc. is as follows:
BALANCE SHEETS
(Dollars in thousands)
  December 31,
  2019 2018
Assets:    
Cash and interest bearing deposits $ 61,866    $ 39,666   
Investment in subsidiaries 1,765,995    1,538,766   
Other assets 49,002    30,321   
Due from subsidiaries —    6,000   
Total assets $ 1,876,863    $ 1,614,753   
Liabilities and stockholders’ equity:
Other borrowings $ 271,046    $ 269,553   
Accrued expenses and other liabilities 27,680    20,025   
Total liabilities 298,726    289,578   
Stockholders’ equity:
Common stock 36,704    34,477   
Capital surplus 839,857    743,095   
Retained earnings 702,502    579,252   
Accumulated other comprehensive loss (926)   (31,649)  
Total stockholders’ equity 1,578,137    1,325,175   
Total liabilities and stockholders’ equity $ 1,876,863    $ 1,614,753   

INCOME STATEMENTS
(Dollars in thousands)
  For the Years Ended December 31,
  2019 2018 2017
Operating revenues:      
Dividends from subsidiaries $ 137,000    $ 85,000    $ 70,850   
Securities gains, net —    —    3,021   
Other 893    493    2,292   
Total operating revenues 137,893    85,493    76,163   
Operating expenses:  
Interest 15,044    14,371    13,269   
Salaries and employee benefits 4,072    3,639    3,146   
Professional fees 3,029    2,841    2,379   
Other operating expenses 15,559    12,510    7,889   
Total operating expenses 37,704    33,361    26,683   
Equity in undistributed earnings 34,307    52,570    16,212   
Income before income tax benefit 134,496    104,702    65,692   
Income tax benefit 14,633    12,296    9,580   
Net income 149,129    116,998    75,272   
Preferred dividends —    (39)   (58)  
Interest expense on convertible preferred debt —    —    12   
Net income available to common stockholders $ 149,129    $ 116,959    $ 75,226   




STATEMENTS OF CASH FLOWS
(Dollars in thousands)
  For the Years Ended December 31,
  2019 2018 2017
Cash flows from operating activities:      
Net income $ 149,129    $ 116,998    $ 75,272   
Adjustments to reconcile net income to net cash provided  by operating activities:     
Undistributed earnings of subsidiaries (34,307)   (52,570)   (16,212)  
Security gains, net —    —    (3,021)  
Gain on extinguishment of debt (375)   —    (1,200)  
Increase (decrease) in accrued expenses and other liabilities 3,274    5,336    (4,160)  
Increase in other assets (12,248)   (1,559)   (567)  
Excess tax benefits from stock based compensation 270    674    1,246   
Other, net 4,103    5,401    4,714   
Net cash provided by operating activities 109,846    74,280    56,072   
Cash flows from investing activities:     
Capital contributions to subsidiaries (46,583)   (30,696)   —   
Repayment of advances from subsidiaries 6,000    —    —   
Proceeds from sales of available for sale securities —    —    2,868   
Proceeds from sale of other investments —    —    211   
Net assets acquired (594)   (13,504)   (62,813)  
Net cash used by investing activities (41,177)   (44,200)   (59,734)  
Cash flows from financing activities:     
Proceeds on short-term revolving credit line —    25,000    20,000   
Proceeds from borrowings —    30,000    —   
Repayments on short-term revolving credit line —    (25,000)   (20,000)  
Repayments of borrowings (20,023)   (25,759)   (9,016)  
Payment for the redemption of debt (2,500)   —    (13,800)  
Cash dividends paid (24,607)   (19,357)   (14,557)  
Purchase of treasury stock —    (97)   (625)  
Proceeds from issuance of common stock 661    489    963   
Net cash used by financing activities (46,469)   (14,724)   (37,035)  
Net increase (decrease) in cash and cash equivalents 22,200    15,356    (40,697)  
Cash and cash equivalents at beginning of year 39,666    24,310    65,007   
Cash and cash equivalents at end of year $ 61,866    $ 39,666    $ 24,310   
Supplemental disclosure:
Conversion of convertible debt to common stock $ —    $ —    $ 558   
Conversion/redemption of Series D preferred stock to common stock $ —    $ 938    $ 419   
Stock consideration granted for acquisitions $ 92,258    $ 238,075    $ 175,196   

TWENTY-THREE
LEASES

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, Heartland adopted ASU 2016-02 "Leases" (Topic 842) and all subsequent ASUs that modified Topic 842. For Heartland, Topic 842 primarily affected the accounting treatment for operating lease agreements in which Heartland is the lessee.

Lessee Accounting



Substantially all of the leases in which Heartland is the lessee are comprised of real estate property for branches, ATM locations, and office space with terms extending through 2031. All of Heartland's leases are classified as operating leases, and therefore, were previously not recognized on the consolidated balance sheets. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated balance sheets as a right-of-use ("ROU") asset and a corresponding lease liability.

Heartland elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the consolidated balance sheets. The table below presents Heartland's ROU assets and lease liabilities as of December 31, 2019, in thousands:

Classification December 31, 2019
Operating lease right-of-use assets Other assets $ 23,200   
Operating lease liabilities Accrued expenses and other liabilities $ 24,617   

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. Heartland’s lease agreements often include one or more options to renew at Heartland’s discretion. If at lease inception, Heartland considers the exercising of a renewal option to be reasonably certain, Heartland will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, Heartland utilizes its incremental borrowing rate at lease inception, on a collateralized basis, over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019, was used. The variable lease cost primarily represents variable payments such as common area maintenance and utilities. The table below presents the lease costs and supplemental information as of December 31, 2019, in thousands:

Lease Cost Income Statement Category For the Year Ended
December 31, 2019
Operating lease cost Occupancy expense $ 6,031   
Variable lease cost Occupancy expense 145   
Total lease cost $ 6,176   
Supplemental Information
Noncash reduction of ROU assets arising from lease modifications Occupancy expense $ 1,771   
Noncash reduction lease liabilities arising from lease modifications Occupancy expense $ 1,789   
Supplemental balance sheet information As of December 31, 2019
Weighted-average remaining operating lease term (in years) 6.61
Weighted-average discount rate for operating leases 3.00  %

A maturity analysis of operating lease liabilities and reconciliation of the undiscounted cash flows to the total of operating lease liabilities as of December 31, 2019 is as follows, in thousands:





Year ending December 31,
2020 $ 5,661   
2021 5,408   
2022 4,076   
2023 2,723   
2024 2,015   
Thereafter 7,300   
Total lease payments $ 27,183   
Less interest (2,566)  
Present value of lease liabilities $ 24,617   

As defined by Topic 840, Heartland's minimum future rental commitments at December 31, 2018, for all non-cancelable leases were as follows, in thousands:
2019 $ 5,776   
2020 5,493   
2021 5,102   
2022 3,241   
2023 2,297   
Thereafter 12,419   
$ 34,328   

TWENTY-FOUR
SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(Dollars in thousands, except per share data)
As of and for the Quarter Ended
2019 December 31 September 30 June 30 March 31
Net interest income $ 112,745    $ 111,321    $ 106,708    $ 102,955   
Provision for loan losses 4,903    5,201    4,918    1,635   
Net interest income after provision for loan losses 107,842    106,120    101,790    101,320   
Noninterest income 28,030    29,400    32,061    26,717   
Noninterest expense 92,866    92,967    75,098    88,230   
Income taxes 5,155    7,941    13,584    8,310   
Net income 37,851    34,612    45,169    31,497   
Net income available to common stockholders $ 37,851    $ 34,612    $ 45,169    $ 31,497   
Per share:
Earnings per share-basic $ 1.03    $ 0.94    $ 1.26    $ 0.91   
Earnings per share-diluted 1.03    0.94    1.26    0.91   
Cash dividends declared on common stock 0.18    0.18    0.16    0.16   
Book value per common share 43.00    42.62    41.48    39.65   
Weighted average common shares outstanding 36,758,025    36,692,381    35,743,986    34,564,378   
Weighted average diluted common shares outstanding 36,840,519    36,835,191    35,879,259    34,699,839   




(Dollars in thousands, except per share data)
As of and for the Quarter Ended
2018 December 31 September 30 June 30 March 31
Net interest income $ 110,283    $ 110,678    $ 101,409    $ 91,584   
Provision for loan losses 9,681    5,238    4,831    4,263   
Net interest income after provision for loan losses 100,602    105,440    96,578    87,321   
Noninterest income 27,045    29,765    27,634    24,716   
Noninterest expense 88,821    92,539    88,882    83,646   
Income taxes 6,685    8,956    7,451    5,123   
Net income 32,141    33,710    27,879    23,268   
Preferred dividends —    (13)   (13)   (13)  
Net income available to common stockholders $ 32,141    $ 33,697    $ 27,866    $ 23,255   
Per share:
Earnings per share-basic $ 0.93    $ 0.98    $ 0.85    $ 0.76   
Earnings per share-diluted 0.93    0.97    0.85    0.76   
Cash dividends declared on common stock 0.19    0.14    0.13    0.13   
Book value per common share 38.44    37.14    36.44    33.81   
Weighted average common shares outstanding 34,474,336    34,452,377    32,620,775    30,441,776   
Weighted average diluted common shares outstanding 34,670,180    34,644,187    32,830,751    30,645,212   




HTLF-20191231_G2.JPG
Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Heartland Financial USA, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Heartland Financial USA, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters



below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of the allowance for loan losses related to loans collectively evaluated for impairment

As discussed in Notes 1, 5 and 6 to the consolidated financial statements, the Company’s  allowance for loan losses related to loans collectively evaluated for impairment (ALLL) was $62.2 million of a total allowance for loan losses of $70.4 million as of December 31, 2019. The Company estimated the ALLL using (1) a historical loss methodology that estimates the probability of default (PD) and loss given default (LGD), which are applied based on a dual risk rating system, for certain commercial and agricultural loans, or (2) a historical loss rate methodology for all other commercial and agricultural loans, residential real estate loans and consumer loans based upon weighted average loss rates. Such amounts are adjusted for certain qualitative factors.

We identified the assessment of the ALLL as a critical audit matter because it involved significant measurement uncertainty requiring complex auditor judgment, and knowledge and experience in the industry. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained. The assessment of the ALLL encompassed the evaluation of the ALLL methodology, including the methodologies used to estimate (1) the PD and LGD and their key factors and assumptions, including the dual risk ratings for certain commercial and agricultural loans, the historical observation period, the loss emergence period and how loans with similar risk characteristics are pooled, (2) the historical loss rates and their key factors and assumptions, including the pooling of loans with similar risk characteristics, historical observation period, and loss emergence periods and (3) the qualitative factors.

The primary procedures we performed to address the critical audit matter included the following. We tested certain internal controls over the Company’s ALLL process, including controls related to the (1) development of the ALLL methodology, (2) determination of the key factors and assumptions used to estimate the PD and LGD and the historical loss rates, (3) development of the qualitative factors, and (4) analysis of the ALLL results, trends, and ratios. We evaluated the Company’s process to develop the ALLL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors and assumptions. In addition, we involved credit risk professionals with specialized industry knowledge and experience, who assisted in:

evaluating the Company’s ALLL methodology for compliance with U.S. generally accepted accounting principles,
testing the historical observation period assumptions used in the PD and LGD and historical loss rates methodologies,
determining whether loans are pooled by similar risk characteristics,
evaluating the methodology used to develop the resulting qualitative factors and the effect of those factors on the ALLL compared with relevant credit risk factors and consistency with credit trends,
testing the dual risk ratings for a selection of loans in the current year by evaluating the financial performance of the borrower and the underlying collateral, and
evaluating the methodology used to develop the loss emergence periods.

We evaluated the collective results of the procedures performed to assess the sufficiency of the audit evidence obtained related to the Company’s ALLL.

Initial measurement of the fair value of acquired loans and core deposit intangibles in business combinations

As discussed in Notes 2 and 8 to the consolidated financial statements, on May 10, 2019, the Company completed the acquisition of Blue Valley Banc Corp. (BVBC) and its wholly owned subsidiary, Bank of Blue Valley. The Company records all assets and liabilities, including intangibles, purchased in business combinations at fair value. As of the closing date, the



Company acquired, at fair value, total assets of BVBC of $766.2 million, total loans held to maturity of $542.0 million, and total deposits of $617.1 million. In addition, on November 30, 2019, the Company completed the acquisition of substantially all of the assets and substantially all of the deposits and certain other liabilities of Rockford Bank and Trust Company (RB&T). As of the closing date, the Company acquired, at fair value, total assets of RB&T of $495.7 million, total loans held to maturity of $354.0 million, and total deposits of $430.3 million. The fair value of acquired loans for both BVBC and RB&T was based on a discounted cash flow methodology that projected principal and interest payments using key assumptions related to the discount rate and loss rates. The fair value of core deposit intangibles for both BVBC and RB&T was based on the cost savings approach under a discounted cash flow methodology, whereby projected net cash flow benefits were derived from estimating costs to carry deposits compared to alternative funding costs, and included key assumptions related to the discount rate, deposit attrition rates and net costs.

We identified the evaluation of the initial measurement of the fair value of acquired loans and core deposit intangibles in the above noted business combinations as a critical audit matter. These fair value measurements involved a high degree of measurement uncertainty and subjectivity, which required industry knowledge and experience to evaluate the measurement. Specifically, there was a high degree of subjectivity in applying and evaluating the fair value measurement methodologies, including the acquired loan valuation key assumptions and core deposit intangibles key assumptions. The fair value measurements of the acquired loans and core deposit intangibles also included an evaluation of the mathematical accuracy of certain calculations.

The primary procedures we performed to address the critical audit matter included the following. We tested the Company’s internal controls over the (1) development of the overall fair value measurement methodologies, (2) determination of the key assumptions used in the acquired loan fair value and core deposit intangibles fair value estimates, and (3) calculation of the fair value measurements. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating:

the fair value measurement methodologies, including the key assumptions, for compliance with U.S. generally accepted accounting principles,
the key assumptions used in the fair value measurements through (1) comparison to internal historical data and publicly available data and (2) review of the underlying support and methodologies for the development of the key assumptions, and
the mathematical accuracy of certain calculations of the fair value measurements.
/s/ KPMG LLP
We have served as the Company’s auditor since 1994.
Des Moines, Iowa
February 26, 2020



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Under the direction of our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2019. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management, board of directors and stockholders regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting based upon the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on our assessment, our internal control over financial reporting was effective as of December 31, 2019.

Heartland's Illinois Bank & Trust subsidiary acquired substantially all of the assets and substantially all of deposits and certain other liabilities of Rockford Bank and Trust Company on November 30, 2019. Rockford Bank and Trust which had assets of $449.0 million as of December 31, 2019, and revenues of $1.0 million for the one-month period ended December 31, 2019, was excluded from the scope of this report as allowed by the Securities and Exchange Commission. Rockford Bank and Trust's assets comprised 3% of Heartland's assets at December 31, 2019, and Rockford Bank and Trust's 2019 revenues were less than 1% of Heartland's revenues for 2019.

KPMG LLP, the independent registered public accounting firm that audited Heartland’s consolidated financial statements as of and for the year ended December 31, 2019, included herein, has issued a report on Heartland’s internal control over financial reporting. This report follows management’s report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no significant changes to Heartland's disclosure controls or internal controls over financial reporting during the quarter ended December 31, 2019, that have materially affected or are reasonably likely to materially affect Heartland's internal control over financial reporting.




HTLF-20191231_G3.JPG
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Heartland Financial USA, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Heartland Financial USA, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and related notes (collectively, the consolidated financial statements), and our report dated February 26, 2020 expressed an unqualified opinion on those consolidated financial statements.

The Company’s Illinois Bank & Trust subsidiary acquired substantially all of the assets and assumed substantially all of the deposits and certain other liabilities of Rockford Bank and Trust Company on November 30, 2019. Management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, Rockford Bank and Trust Company’s internal control over financial reporting associated with total assets of $449.0 million as of December 31, 2019 and total revenues of $1.0 million for the one month period ended December 31, 2019. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Rockford Bank and Trust Company.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.




Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
Des Moines, Iowa
February 26, 2020





ITEM 9B. OTHER INFORMATION

None

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information in the Proxy Statement for Heartland’s 2020 Annual Meeting of Stockholders to be held on May 20, 2020, (the "2020 Proxy Statement") under the captions "Proposal 1-Election of Directors", "Security Ownership of Certain Beneficial Owners and Management", "Delinquent Section 16(a) Reports," "Corporate Governance and the Board of Directors - Stockholder Communications with the Board, Nomination and Proposal Procedures," "Corporate Governance and the Board of Directors - Committees of the Board," and "Corporate Governance and the Board of Directors - Code of Business Conduct and Ethics" is incorporated by reference. The information regarding executive officers is included in Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

The information in our 2020 Proxy Statement, under the captions "Corporate Governance and the Board of Directors - Director Compensation" and "Executive Officer Compensation" is incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information in our 2020 Proxy Statement, under the caption "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" is incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information in the 2020 Proxy Statement under the captions "Related Person Transactions" and "Corporate Governance and the Board of Directors - Our Board of Directors - Director Independence" is incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information in the 2020 Proxy Statement under the caption "Relationship with Independent Registered Public Accounting Firm" is incorporated by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The documents filed as a part of this Annual Report on Form 10-K are listed below:
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 Item 16 below.

ITEM 16. FORM 10-K SUMMARY

None.





    INDEX OF EXHIBITS
     
2.1
2.2
2.3
2.4
(1)
3.1
 
3.2
 
     
3.3
 
     
3.4
 
3.5
3.6
3.7
3.8
3.9
4.1   Form of Specimen Stock Certificate for Heartland Financial USA, Inc. common stock (incorporated by reference to Exhibit 4.1 to Registrant’s Registration Statement on Form S-4 (File No. 33-76228) filed on May 4, 1994).



4.2
 
4.3
 
4.4
 
     
4.5
 
4.6
     
4.7
 
     
4.8
4.9
(1)
(2)
        
(2)
     
(2)
     



(2)
     
(1)
(1)(2)
(2)
(2)
(2)
(2)
(2)



(2)
(1)
(1)
     
(1)
     
(1)
     
(1)
     
(1)
101
(1)
Financial statement formatted in Inline Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Equity and Comprehensive Income, and (v) the Notes to Consolidated Financial Statements.
104
(1)
Cover page formatted in Inline Extensible Business Reporting Language
(1) Filed herewith.  
(2) Management contracts or compensatory plans or arrangements.  
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt are not filed.  Heartland agrees to furnish copies of such instruments to the SEC upon request.





SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 26, 2020.
Heartland Financial USA, Inc.
By: /s/ Bruce K. Lee
President and Chief Executive Officer

Date: February 26, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 26, 2020.
By: /s/ Bruce K. Lee /s/ Lynn B. Fuller
Bruce K. Lee Lynn B. Fuller
President and Chief Executive Officer Executive Operating Chairman and Director
(Principal Executive Officer and Duly Authorized Officer) (Principal Executive Officer)
/s/ Bryan R. McKeag /s/ Janet M. Quick
Bryan R. McKeag Janet M. Quick
Executive Vice President and Chief Financial Officer Executive Vice President and Deputy Chief Financial Officer
(Principal Financial Officer) (Principal Accounting Officer)
/s/ Robert B. Engel /s/ Mark C. Falb
Robert B. Engel Mark C. Falb
Director Director
/s/ Thomas L. Flynn /s/ Jennifer K. Hopkins
Thomas L. Flynn Jennifer K. Hopkins
Director Director
/s/ R. Mike McCoy /s/ Susan G. Murphy
R. Mike McCoy Susan G. Murphy
Director Director
/s/ Barry H. Orr /s/ Kurt M. Saylor
Barry H. Orr Kurt M. Saylor
Director Director
/s/ John K. Schmidt /s/ Martin J. Schmitz
John K. Schmidt Martin J. Schmitz
Director Director
/s/ Duane E. White
Duane E. White
Director


Execution Copy



                    


AGREEMENT AND PLAN OF MERGER
DATED AS OF FEBRUARY 11, 2020
BY AND BETWEEN
HEARTLAND FINANCIAL USA, INC.
AND
AIM BANCSHARES, INC.

                    






The disclosure schedules and other attachments to this agreement have been excluded, because they are both not material and would likely cause competitive harm to the registrant if disclosed.


TABLE OF CONTENTS

Page
ARTICLE 1 DEFINITIONS 2
ARTICLE 2 MERGER 14
2.1 The Merger 14
2.2 Effect of Merger 15
2.3 Conversion of AIM Common Stock 15
2.4 Adjustment to Cash Consideration for Changes in Adjusted Tangible
Common Equity 16
2.5 Adjustments to Heartland Common Stock 16
2.6 Rights of Holders of AIM Common Stock; Capital Stock of Heartland 16
2.7 Payment and Exchange of Certificates 17
2.8 Dissenting Shares 18
2.9 AIM Stock Options 19
2.10 Payment of Interbank Indebtedness 19
2.11 The Closing 19
2.12 Withholding 21
2.13 Tax-Free Reorganization 21
2.14 Additional Actions 21
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF HEARTLAND 22
3.1 Organization and Qualification 22
3.2 Authority Relative to this Agreement; Non-Contravention 22
3.3 Validity of Heartland Common Stock 23
3.4 Capital Stock 24
3.5 Exchange Act Reports 24
3.6 No Material Adverse Changes 25
3.7 Reports and Filings; Compliance with Laws 25
3.8 Community Reinvestment Act 26
3.9 Regulatory Approvals 26
3.10 Certain Tax Matters 26
3.11 Litigation 26
3.12 Financial Ability 26
3.13 Internal Controls 26
3.14 NASDAQ 27
1


3.15 Financial Advisor 27
3.16 Fairness Opinion 27
3.17 No Other Representations or Warranties 27
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF AIM 27
4.1 Organization and Qualification 27
4.2 Authority Relative to this Agreement; Non-Contravention 28
4.3 Capitalization 29
4.4 Ownership of AIM Common Stock 30
4.5 Financial Statements 30
4.6 Absence of Undisclosed Liabilities 31
4.7 Loans; Substandard Loans; OREO; Commitments to Extend Credit 31
4.8 Allowance for Loan and Lease Losses 32
4.9 Deposits 33
4.10 Reports and Filings 33
4.11 Subsidiaries; Off Balance Sheet Arrangements 33
4.12 Books and Records 34
4.13 No Material Adverse Changes 34
4.14 Absence of Certain Developments 35
4.15 Properties 36
4.16 Intellectual Property 38
4.17 Environmental Matters 38
4.18 Community Reinvestment Act 40
4.19 Information Security 41
4.20 Tax Matters 41
4.21 Contracts and Commitments 46
4.22 Litigation 48
4.23 Financial Advisor 48
4.24 Employees 48
4.25 Employee Benefit Plans 51
4.26 KSOP Trustees 55
4.27 Insurance 55
4.28 Affiliate Transactions 55
4.29 Compliance with Laws; Permits 56
4.30 No Fiduciary Accounts 57
4.31 Interest Rate Risk Management Instruments 57
4.32 No Guarantees 57
4.33 Regulatory Approvals 57
4.34 Fairness Opinion 57
4.35 Transactions in Securities 58

2


4.36 Registration Obligation 58
4.37 Recent AIM Acquisitions 58
4.38 No Other Representations or Warranties 58
ARTICLE 5 CONDUCT OF BUSINESS PENDING THE MERGER 59
5.1 Conduct of Business 59
5.2 Access to Information; Confidentiality 61
5.3 Notice of Developments 62
5.4 Certain Loans and Related Matters 63
5.5 Financial Statements and Pay Listings 63
5.6 Consents and Authorizations 63
5.7 Tax Matters 63
5.8 No Solicitation 64
5.9 Maintenance of Allowance for Loan and Lease Losses; Purchase Discounts 66
5.10 Heartland Forbearances 66
5.11 AIM Forbearances 66
ARTICLE 6 ADDITIONAL COVENANTS AND AGREEMENTS 67
6.1 Filings and Regulatory Approvals 67
6.2 Shareholder Meeting; Registration Statement 68
6.3 Establishment of Accruals 70
6.4 Employee Matters 70
6.5 Tax Treatment 73
6.6 Updated Schedules 73
6.7 Indemnification; Directors’ and Officers’ Insurance 73
6.8 Statutory Trust 74
6.9 Determination of Adjusted Tangible Common Equity 74
6.10 Appointment of FB&T Directors 75
6.11 Heartland Confidential Information 75
6.12 Indemnification Waiver Agreements 75
6.13 KSOP Trustees’ Certificate 75
6.14 Reservation of Heartland Common Stock 75
6.15 Retention Agreements 75
6.16 Additional Compensation Agreement 75
ARTICLE 7 CONDITIONS 75
7.1 Conditions to Obligations of Each Party 75
7.2 Additional Conditions to Obligation of AIM 77

3


7.3 Additional Conditions to Obligation of Heartland 78
ARTICLE 8 TERMINATION, AMENDMENT AND WAIVER 80
8.1 Reasons for Termination 80
8.2 Effect of Termination 83
8.3 Expenses 83
8.4 AIM Termination Fee 84
8.5 Amendment 84
8.6 Waiver 84
ARTICLE 9 GENERAL PROVISIONS 84
9.1 Press Releases and Announcements 84
9.2 Notices 84
9.3 Assignment 86
9.4 No Third Party Beneficiaries 86
9.5 Schedules 86
9.6 Interpretation 87
9.7 Severability 87
9.8 Complete Agreement 87
9.9 Governing Law 88
9.10 Submission to Jurisdiction 88
9.11 Specific Performance 88
9.12 Waiver of Jury Trial 88
9.13 Investigation of Representations, Warranties and Covenants 89
9.14 Counterparts and Effectiveness 89
9.15 No Survival of Representations 89
SIGNATURES 92







4


AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 11, 2020, is made and entered into by and between Heartland Financial USA, Inc., a Delaware corporation (“Heartland”), and AIM Bancshares, Inc., a Texas corporation (“AIM”).
WHEREAS, the respective Boards of Directors of Heartland and AIM have determined that it is advisable and in the best interests of Heartland and AIM and their respective shareholders to consummate the merger of AIM with and into Heartland as described in Article 2 (the “Merger”);
WHEREAS, as a result of the Merger, the outstanding shares of common stock, par value $100.00 per share, of AIM (“AIM Common Stock”) will be converted into a combination of cash and shares of common stock, $1.00 par value per share, of Heartland (“Heartland Common Stock”);
WHEREAS, AIM owns all of the issued and outstanding capital stock of AimBank, a Texas state-chartered bank (“AimBank”), and Heartland owns all of the issued and outstanding capital stock of First Bank & Trust, a Texas state-chartered bank (“FB&T”), and AIM and Heartland desire that AimBank be merged with and into FB&T (the “Bank Merger”) pursuant to an Agreement of Merger (the “Bank Merger Agreement”) between AimBank and FB&T substantially in the form attached hereto as Exhibit A;
WHEREAS, AimBank owns several bank branch offices in the State of New Mexico (the “New Mexico Offices”), and Heartland desires to transfer the assets and liabilities attributable to the New Mexico Offices from FB&T to New Mexico Bank & Trust, a New Mexico state-chartered bank and wholly owned subsidiary of Heartland (“NMB&T”), at such time as Heartland determines after the Closing Date (as defined in Section 2.11) pursuant to a Branch Transfer and Assumption Agreement between FB&T and NMB&T substantially in the form attached hereto as Exhibit B;
WHEREAS, as an inducement to Heartland to enter into this Agreement, the directors and executive officers of AIM and AimBank have entered into a Shareholder Voting Agreement dated the date hereof (the “Shareholder Voting Agreement”) pursuant to which such persons have agreed to vote approximately 27.3% of the issued and outstanding shares of AIM Common Stock in favor of the Merger and all other transactions contemplated by this Agreement;
WHEREAS, concurrently herewith, Scott L. Wade, Chairman of the Board, President and Chief Executive Officer of AIM (“Wade”), is entering into the Wade Employment Agreement (as defined in Article 1);
WHEREAS, concurrently herewith, Jeremy Ferrell, Executive Vice President and Chief Operating Officer of AIM (“Ferrell”), is entering into the Ferrell Employment Agreement (as defined in Article 1);
WHEREAS, as an inducement to Heartland to enter into this Agreement, simultaneously with the execution of this Agreement certain officers of AimBank have entered into employment



agreements (the “Employment Agreements”), which Employment Agreements provide for, among other things, the termination of any existing employment agreements, salary continuation agreements, phantom stock agreements, additional compensation agreements and nondisclosure and non-competition agreements with the such officers;
WHEREAS, as an inducement to Heartland to enter into this Agreement, AIM has agreed to use its commercially reasonable efforts to cause each of the officers of AimBank listed on Schedule 1 (the “Senior Executives”), to enter into prior to or as of the date of the consummation of the Merger agreements with FB&T providing for, among other things, (a) payments to be made to the Senior Executives if they remain in the employment of FB&T for the periods specified therein (the “Retention Agreements”), and (b) the termination of all existing Contracts under which compensation currently is provided to the Senior Executives; and
WHEREAS, Heartland and AIM desire that the Merger be made on the terms and subject to the conditions set forth in this Agreement and that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986 (the “Code”), and the rules and regulations promulgated thereunder.
NOW, THEREFORE, in consideration of the representations, warranties and covenants contained herein, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS

Acquisition Proposal” means any offer, proposal, inquiry or indication of interest (other than an offer, proposal, inquiry or indication of interest by Heartland) contemplating or otherwise relating to any Acquisition Transaction.
Acquisition Transaction” means any transaction or series of transactions involving (a) any merger, consolidation, share exchange, business combination, issuance of securities, acquisition of securities, tender offer, exchange offer or other similar transaction (i) in which any AIM Entity is a constituent corporation, (ii) in which a Person or “group” (as defined in the Exchange Act and the rules promulgated thereunder) of Persons directly or indirectly acquires beneficial or record ownership of securities representing more than 15% of the outstanding securities of any class of voting securities of any AIM Entity or (iii) in which any AIM Entity issues or sells securities representing more than 20% of the outstanding securities of any class of voting securities of such AIM Entity; or (b) any sale (other than sales in the Ordinary Course of Business), lease (other than in the Ordinary Course of Business), exchange, transfer (other than in the Ordinary Course of Business), license (other than nonexclusive licenses in the Ordinary Course of Business), acquisition or disposition of any business or businesses or assets that constitute or account for 20% or more of the consolidated net revenues, net income or assets of AIM.
Additional Compensation Agreement” means any agreement between AimBank and one of its employees, any of which agreements is titled “Additional Compensation Agreement.”

2


Actual Cash Consideration” means the Cash Consideration as reduced by the Downwardly Adjusted Cash Consideration, if any, or increased by the Upwardly Adjusted Cash Consideration, if any.
Adjusted Tangible Common Equity” means (a) the sum of (i) the total stockholders’ common equity of AIM, determined in accordance with GAAP as of the close of business on the Determination Date as adjusted to reflect a reasonable projection of the operations of AIM through the Effective Time, and (ii) the Determination Date Transaction Expenses, less (b) the sum of (x) the book value of the Intangible Assets determined as of the close of business on the Determination Date as adjusted to reflect a reasonable projection of the operations of AIM through the Effective Time, and (y) the tax-effected amount, if any, by which the Transaction Expenses exceed $8,500,000, and (z) the aggregate amount of cash, if any, received by AIM as payment of the exercise price of AIM Stock Options during the period between September 30, 2019 and the Determination Date. For purposes of the foregoing definition, (a) “a reasonable projection of operations” will be based on the average monthly operations of AIM (excluding the incurrence of Determination Date Transaction Expenses) during the six-month period ending on the Determination Date, and (b) any Special Dividend Payments will not be taken into account in the determination of the Adjusted Tangible Common Equity. By way of example and for clarification purposes only, a sample Adjusted Tangible Common Equity calculation is set forth on Exhibit C.
Affiliate” has the meaning set forth in Rule 12b2 under the Exchange Act.
AIM Acquisition” means the acquisition (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) of any corporation, limited liability company, partnership, joint venture or other business organization or division or material assets thereof, or any real estate or assets or deposits that are material to any AIM Entity (except in exchange for indebtedness previously contracted, including OREO).
AIM Acquisition Agreements” means any merger agreements and other Contracts or documents entered into by AIM, AimBank or any of its Affiliates in connection with the Recent AIM Acquisitions.
AIM Acquisition Parties” means any parties to the AIM Acquisition Agreements other than AIM, AimBank or any of their Affiliates.
AIM Common Shares Outstanding means the shares of AIM Common Stock that are issued and outstanding as of the Effective Time.
AIM Converted Common Share” means each share of AIM Common Stock that will be converted into the Stock Consideration and Actual Cash Consideration pursuant to Sections 2.3(a), 2.4 and 2.5.
AIM Determination Date Balance Sheet” means the consolidated balance sheet of AIM prepared by AIM in accordance with GAAP as of the Determination Date pursuant to Section 6.9.

3


AIM Entities” means, collectively, AIM, AimBank and ABFI.
AIM Shareholder” means any holder of issued and outstanding shares of AIM Common Stock.
AIM Equity Incentive Plan” means the 2014 Equity Incentive Plan adopted on February 19, 2014.
Ancillary Documents” means the Shareholder Voting Agreement, the Wade Employment Agreement, the Ferrell Employment Agreement, the Retention Agreements, the Indemnification Waiver Agreement, the KSOP Trustees’ Certificate, the NDA and any and all other agreements, certificates and documents required to be delivered by either party hereto prior to or at the Closing pursuant to the terms of this Agreement.
Business Day” means any day other than Saturday, Sunday or a day on which a state bank is required to be closed under Texas Law.
Bylaws” mean, with respect to any corporation, those instruments that at that time constitute its bylaws, including any amendments thereto.
Cash Consideration” means an amount equal to $685.00 for each AIM Common Share Outstanding.
Cause” means (a) any act of (i)(A) fraud or intentional misrepresentation by an employee or (B) embezzlement, misappropriation or conversion of assets or opportunities of any AIM Entity or any of Heartland or its Affiliates by an employee, (ii) the willful violation of any Law (other than traffic violations or similar offenses) by an employee, (iii) the commission of any act of moral turpitude or conviction of a felony by an employee or (iv) the willful or negligent failure of an employee to perform his or her duties in any material respect.
Charter” means, with respect to any corporation, those instruments that at that time constitute its charter as filed or recorded under the general corporation or other applicable Law of the jurisdiction of incorporation or association, including the articles or certificate of incorporation or association, any amendments thereto and any articles or certificates of merger or consolidation.
Commonly Controlled Entity” means any entity under common control with AIM within the meaning of Sections 414(b), (c), (m), (o) or, as applicable, (t) of the Code.
Consent” means any authorization, consent, approval, filing, waiver, exemption or other action by or notice to any Person.
Contract” means a contract, agreement, lease, commitment or binding understanding, whether oral or written, that is in effect as of the date of this Agreement or any time after the date of this Agreement.
CRA” means the Community Reinvestment Act.

4


Determination Date” means the last Business Day of the month immediately preceding the month in which the Effective Time occurs; provided, however, that, if the Effective Time occurs on a date that is within the first ten (10) Business Days of any calendar month, then the Determination Date shall be the last Business Day of the second month immediately preceding the month in which the Effective Time occurs.
Determination Date Transaction Expenses” means the amount of Transaction Expenses (a) paid and expensed by any AIM Entity through the close of business on the Determination Date, or (b) reflected as accrued expenses on the AIM Determination Date Balance Sheet; provided, however, that Determination Date Transaction Expenses that result in an income Tax deduction will be determined on a Tax-effected basis.
Disclosure Schedules” means the Schedules delivered by AIM to Heartland on or prior to the date of this Agreement which will be neither attached to this Agreement nor publicly available.
Dividend Payment Bank Regulatory Approvals” means any approvals required by a Bank Regulator in order to permit AimBank to make the Special Dividend Payments.
Encumbrance” means any charge, claim, community property interest, easement, covenant, condition, equitable interest, lien, option, pledge, security interest, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.
ERISA” means the Employee Retirement Income Security Act of 1974.
Ferrell Employment Agreement” means the Employment Agreement dated as of the date hereof among Heartland, AIM, FB&T and Ferrell, which will become effective as of the Effective Time and provide for payout of deferred compensation amounts under, and the termination of the Deferred Compensation Agreement, dated September 30, 2012, between AimBank and Ferrell, the Non-Disclosure and Noncompetition Agreement, dated March 25, 2014, between AimBank and Ferrell and the Additional Compensation Agreement, dated March 25, 2014, between AimBank and Ferrell.
Final Index Price” means the average of the daily closing value of the Index for the 15 consecutive trading days ending on and including the trading day immediately preceding the 10th day prior to the Determination Date.
GAAP” means generally accepted accounting principles in the United States applied on a consistent basis during the periods involved.
Governmental Authorization” means any approval, consent, license, permit, waiver, registration or other authorization issued, granted, given, made available or otherwise required by any Governmental Entity or pursuant to applicable Law.
Governmental Entity” means any federal, state, local, foreign, international or multinational entity or authority exercising executive, legislative, judicial, regulatory, administrative or taxing functions of or pertaining to government.

5


Governmental Order” means any judgment, injunction, writ, order, ruling, award or decree by any Governmental Entity or arbitrator.
Heartland Closing Date Stock Price” means the closing sale price of a share of Heartland Common Stock on the last trading day immediately preceding the Closing Date as quoted on the NASDAQ Global Select Market on such trading day.
Heartland Closing Date Stock VWAP” means the volume-weighted average trading prices for the Heartland Common Stock for each of the fifteen (15) consecutive trading days ending on and including the trading day immediately preceding the fifth (5th) Business Day preceding the Closing Date, rounded to three decimal places, as quoted on the NASDAQ Global Select Market on such trading day.
Indebtedness” means, with respect to any Person, without duplication: (a) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person upon which interest charges are customarily paid (other than trade payables incurred in the Ordinary Course of Business); (d) all obligations of such Person under conditional sale or other title retention agreements relating to any property purchased by such Person; (e) all obligations of such Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such Person to creditors for services and supplies incurred in the Ordinary Course of Business); (f) all lease obligations of such Person that are required to be or otherwise are capitalized on the books and records of such Person in accordance with GAAP; (g) all obligations of others secured by an Encumbrance on property or assets owned or acquired by such Person, whether or not the obligations secured thereby have been assumed; (h) all obligations of such Person under interest rate, currency or commodity derivatives or hedging transactions (valued at the termination value thereof); (i) all letters of credit or performance bonds issued for the account of such Person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the Ordinary Course of Business); and (j) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person.
Indemnification Waiver Agreements” means an agreement, in a form acceptable to Heartland, between the KSOP Trustees, on the one hand, and the Surviving Corporation and Heartland, on the other hand, pursuant to which the KSOP Trustees will waive any rights to indemnification from the Surviving Corporation, Heartland or any of their Affiliates provided for in the KSOP Trust (including, for the avoidance of doubt, Section 9.01 thereof) or any other document.
Index” means the KBW NASDAQ Regional Banking Index (KRX) or, if such index is not available, such substitute or similar index as substantially replicates the KBW NASDAQ Regional Banking Index (KRX).
Index Ratio” means the Final Index Price divided by the Initial Index Price.
Initial Heartland Stock Price” means $49.88.

6


Initial Index Price” means the closing value of the Index on the date immediately prior to the date of this Agreement.
Intangible Asset” means any asset of any AIM Entity that is considered an intangible asset under GAAP, including goodwill.
Intellectual Property” means: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereon, and all patents, patent applications and patent disclosures, together with all reissues, continuations, continuations-in-part, divisions, extensions and re-examinations thereof; (b) all trademarks whether registered or unregistered, service marks, domain names, corporate names and all combinations thereof, and associated therewith; (c) all copyrights whether registered or unregistered, and all applications, registrations and renewals in connection therewith; (d) all datasets, databases and related documentation; and (e) all other intellectual property and proprietary rights.
“Interbank Indebtedness” means the Indebtedness owed to InterBank on the Closing Date by AIM pursuant to the Amended and Restated Loan and Security Agreement dated as of September 18, 2017 (as amended effective as of July 1, 2019) between AIM, as Borrower, and InterBank, as Lender, together with any interest accrued thereon and any prepayment premiums or penalties, and any other fees, expenses and other amounts payable as a result of the prepayment or discharge of such Indebtedness on the Closing Date.
IRS” means the Internal Revenue Service.
JHA” means Jack Henry & Associates, Inc.
JHA Contract” means the Master Agreement, dated September 27, 2017, between AimBank and JHA, any and all ancillary, related or supplemental contracts, agreements and instruments thereto, and all amendments related to the foregoing.
Knowledge of AIM” or other similar phrase means the knowledge of a director or executive officer of AIM or AimBank after due inquiry.
Knowledge of Heartland” or other similar phrase means the knowledge of a director or executive officer of Heartland after due inquiry.
KSOP” means the AIM Bancshares, Inc. 401(k) and Employee Stock Ownership Plan, dated January 1, 2007, and most recently amended and restated as of January 1, 2018, as amended through the date hereof.
KSOP Trust” means the trust established and maintained in connection with the KSOP, which is referred to in the KSOP.
KSOP Trustees” means the Trustees (as defined in the KSOP).
KSOP Trustees’ Certificate” means a certificate from the KSOP Trustees stating, in addition to other items reasonably requested by Heartland, that (a) in connection with the Merger and the other transactions contemplated hereby, all pass-through voting requirements with

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respect to the KSOP have, to the extent applicable, been satisfied and (b) the KSOP Trustees have received an opinion from an independent valuation firm stating that (i) the consideration received by the KSOP pursuant to this Agreement for the shares of AIM Common Stock held by the KSOP is not less than the “adequate consideration” (as defined in Section 3(18) of ERISA) of such shares, and (ii) the terms and conditions of this Agreement, taken as a whole, are in the best interest of the KSOP from a financial point of view; provided, however, that such certificate may state that (1) none of the KSOP Trustees is a licensed financial or investment advisor and (2) the statements contained in clause (b) above are based on the financial expertise of the KSOP Trustees in their capacities as the KSOP Trustees and executive officers and directors of AIM.
Law” means any constitution, law, ordinance, principle of common law, regulation, rule, statute or treaty of any Governmental Entity.
Liability” means any liability or obligation whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted.
Litigation” means any claim, action, arbitration, mediation, audit, hearing, investigation, proceeding, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity or arbitrator or mediator.
Material Adverse Effect” means any change, effect, event or condition, individually or in the aggregate, that has had, or, with the passage of time, would reasonably be expected to have, a material adverse effect on the business, assets, properties, financial condition, or results of operations of the AIM Entities, taken as a whole, or Heartland and its Subsidiaries, taken as a whole, as the case may be; provided, however, that “Material Adverse Effect” will not be deemed to include the impact of (a) changes after the date hereof in Laws of general applicability to banks and bank holding companies, (b) changes after the date hereof in GAAP or regulatory accounting requirements generally applicable to banks and bank holding companies, (c) changes after the date hereof in economic conditions generally affecting banks and bank holding companies, (d) the public announcement of the Merger, (e) any outbreak of hostilities or any new declared or undeclared acts of war, and (f) with respect to the AIM Entities, the effects of any action taken with the prior consent of Heartland or as otherwise required by this Agreement; further provided, however, that the effect of any of the changes described in clauses (a) through (c) will not be excluded from the definition of “Material Adverse Effect” to the extent they have a disproportionate impact on AIM Entities as a whole, on the one hand, or Heartland and its Subsidiaries as a whole, on the other hand, as measured relative to similarly situated companies in the financial services industry.
NDA” means the Confidentiality and Non-Disclosure Agreement dated August 22, 2019 between Heartland and AIM.
Ordinary Course of Business” means the ordinary course of business of the AIM Entities consistent with past custom and practice (including with respect to nature, scope, magnitude, quantity and frequency).

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Permitted Encumbrances” means (a) Encumbrances for Taxes and other governmental charges and assessments that are not yet due and payable or which are being contested in good faith by appropriate proceedings (provided required payments have been made and adequate accruals or reserves have been established in connection with any such contest), (b) Encumbrances of carriers, warehousemen, mechanics’ and materialmen and other like Encumbrances arising in the Ordinary Course of Business (provided lien statements have not been filed as of the Closing Date), (c) easements, rights of way and restrictions, zoning ordinances and other similar Encumbrances affecting the Leased Operating Real Property and which do not unreasonably restrict the use thereof in the Ordinary Course of Business, (d) statutory Encumbrances in favor of lessors arising in connection with any property leased to any AIM Entity, (e) Encumbrances reflected in the Latest Balance Sheets and the Related Financial Statements or arising under Material Contracts and (f) Encumbrances that will be removed prior to or in connection with the Closing.
Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, Governmental Entity or other entity.
Plan” means every plan, fund, contract, program and arrangement (whether written or not) for the benefit of present or former employees, including those intended to provide (a) medical, surgical, health care, hospitalization, dental, vision, workers’ compensation, life insurance, death, disability, legal services, severance, sickness or accident benefits (whether or not defined in Section 3(1) of ERISA), (b) pension, profit sharing, stock bonus, retirement, supplemental retirement or deferred compensation benefits (whether or not Tax qualified and whether or not defined in Section 3(2) of ERISA) or (c) salary continuation, unemployment, supplemental unemployment, severance, termination pay, change-in-control, vacation or holiday benefits (whether or not defined in Section 3(3) of ERISA), (i) that is maintained or contributed to by any of the AIM Entities or any Commonly Controlled Entity, (ii) that any of the AIM Entities or any Commonly Controlled Entity has committed to implement, establish, adopt or contribute to in the future, (iii) for which any of the AIM Entities or any Commonly Controlled Entity is or may be financially liable as a result of the direct sponsor’s affiliation with any of the AIM Entities or their shareholders (whether or not such affiliation exists at the date of this Agreement and notwithstanding that the Plan is not maintained by any of the AIM Entities or any Commonly Controlled Entity for the benefit of its employees or former employees) or (iv) for or with respect to which any of the AIM Entities or any Commonly Controlled Entity is or may become liable under any common law successor doctrine, express successor liability provisions of Law, provisions of a collective bargaining agreement, labor or employment Law or agreement with a predecessor employer. “Plan” does not include any arrangement that has been terminated and completely wound up prior to the date of this Agreement and for which none of the AIM Entities nor any Commonly Controlled Entity has any present or potential future Liability.
Recent AIM Acquisitions” means the acquisitions by AIM and AimBank of (a) High Plains Bancshares, Inc. and its wholly owned Subsidiary, Muleshoe State Bank, that was completed on April 7, 2017, (b) Platinum Bancshares of Texas, Inc. and its wholly owned Subsidiary, Platinum Bank, that was completed on April 26, 2018, and (c) Union BancShares,

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Inc. and its wholly owned Subsidiary, FNB New Mexico, that was completed on October 18, 2019.
Remedies Exception” means except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Return” means any return, declaration, report, estimate, information return or statement pertaining to any Taxes.
Schedule” means any of the Disclosure Schedules or Schedule 1.
Severance Costs” means all amounts paid or payable to any employee or non-employee director of any AIM Entity as a result of the execution of this Agreement or the performance and consummation of the transactions contemplated hereby (including any amounts due and payable pursuant to any existing employment, change in control, salary continuation, deferred compensation, non-competition, retention, bonus or other similar agreement, plan or arrangement); provided, however, that Severance Costs will not include any payments made by Heartland pursuant to Section 6.4(d).
Statutory Declaration of Trust” means the declarations of trust contained in the Amended and Restated Declaration of Trust dated March 26, 2003 among U.S. Bank National Association, as Institutional Trustee, AIM (as successor in interest to Union BancShares, Inc.), as Sponsor, and Scott L. Wade and Jeremy Ferrell, as Administrators.
Statutory Trust Agreements” means the Statutory Trust Debentures, the Statutory Trust Declaration of Trust, the Statutory Trust Guarantee, the Statutory Trust Indenture and the Statutory Trust Securities.
Statutory Trust Debentures” means the debentures issued pursuant to the Statutory Trust Indenture.
Statutory Trust Debt” means the aggregate principal outstanding under the Statutory Trust Debentures.
Statutory Trust Guarantee” means the Guarantee of AIM (as successor in interest to Union BancShares, Inc.) dated as of March 26, 2003, between AIM and U.S. Bank National Association, as Guarantee Trustee.
Statutory Trust Indenture” means the Indenture dated as of March 26, 2003 between AIM (as successor in interest to Union BancShares, Inc.), as Issuer, and U.S. Bank National Association, as Trustee.
Statutory Trust Securities” means the Common Securities and Capital Securities issued pursuant to the Statutory Declaration of Trust.
Statutory Trust” means Union BancShares Statutory Trust I, a Connecticut statutory trust.

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Subsidiary” means, with respect to any Person, any other Person (other than a natural person), whether incorporated or unincorporated, in which such Person, directly or indirectly (a) has a 50% or more equity interest or (b) owns at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions; provided, however, that the term will not include any such entity in which such voting securities or equity interest is owned or controlled in a fiduciary capacity, without sole voting power, or was acquired in securing or collecting a debt previously contracted in good faith.
Superior Proposal” means any Acquisition Proposal by a third party on terms which the Board of Directors of AIM determines in its good faith judgment, after consultation with, and receipt of written advice from, its financial advisors (which advice will be communicated to Heartland), to be more favorable from a financial point of view to its shareholders than the Merger and the other transactions contemplated hereby, (a) after taking into account the likelihood of consummation of such transaction on the terms set forth therein, taking into account all legal, financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal, and any other relevant factors permitted under applicable Law, (b) after giving Heartland at least five Business Days to respond to such third-party Acquisition Proposal once the Board of Directors of AIM has notified Heartland that in the absence of any further action by Heartland it would consider such Acquisition Proposal to be a Superior Proposal, and then (c) after taking into account any amendment or modification to this Agreement proposed by Heartland.
Taxes” means all taxes, charges, fees, levies or other assessments, including all net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, social security, unemployment, excise, estimated, severance, stamp, occupation, property or other taxes, customs, duties, fees, assessments or charges of any kind whatsoever, including all interest and penalties thereon, and additions to tax or additional amounts imposed by any Governmental Entity.
Transaction Expenses” means all amounts paid, to be paid, accrued or to be accrued by any AIM Entity (or by Heartland or FB&T, as successor to, or owner of, any such AIM Entity) that arise out of or in connection with the execution of this Agreement and the performance and consummation of the transactions contemplated hereby (whether arising before, at or after the Effective Time), including (a) legal, accounting and financial advisory fees or commissions, (b) Severance Costs, (c) termination fees or other expenses, up to an aggregate amount of $2,500,000, incurred in connection with the termination of any Contract of any AIM Entity (including Contracts relating to information technology or card services); provided, however, that the aggregate amount of termination fees and other expenses incurred by AimBank as a result of the termination of the JHA Contract shall be limited to the amount of such termination fees and other expenses that would be incurred if such data processing conversion and termination occurred on November 1, 2020, unless on or before the Determination Date, Heartland and JHA agree that such data processing conversion and termination will occur on a date that is subsequent to November  1, 2020, in which case such termination fees and other expenses shall be determined as of such agreed-upon date; provided further, however, that any termination fees or other expenses incurred in connection with the termination of any Contract of any AIM Entity

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in excess of $2,500,000 will be divided equally between Heartland and AIM; and provided further, however, that AIM will not be required to pay any such additional termination fees and other expenses in an amount in excess of $300,000, (d) payments made in connection with the termination of any Plans, unless the amount of such payments has been accrued by AIM, (but excluding the Option Consideration), (e) the amount of any expenses incurred by any AIM Entity in connection with the prepayment of Indebtedness by any of them occurring as a result of such transactions, (f) premiums or other expenses relating to the D&O Insurance, (g) signing bonuses paid to Wade or Ferrell (to the extent not included in Severance Costs), and (h) any payments made by AIM or AimBank in connection with the Employment Agreements or the termination of the Additional Compensation Agreements.
Wade Employment Agreement” means the Employment Agreement dated as of the date hereof among Heartland, AIM and Wade, which will become effective as of the Effective Time and provide for payout of deferred compensation amounts under, and the termination of the Deferred Compensation Agreement, dated September 30, 2012, between AimBank and Wade, the Non-Disclosure and Noncompetition Agreement, dated March 27, 2014, between AimBank and Wade and the Additional Compensation Agreement, dated March 27, 2014, between AimBank and Wade.
The following terms not defined above are defined in the sections indicated below:
Definition Defined
ABFI 4.1(b)
ABFI Common Stock 4.3(c)
Affordable Care Act 4.25(k)
Agreement Preamble
AIM Preamble
AIM Annual Financial Statements 4.5(a)
AIM Board Recommendation 6.2(a)
AIM Common Stock Recitals
AIM Employees 4.24(j)
AIM Financial Statements 4.5(a)
AIM IT Systems 4.19(c)
AIM Regulatory Reports 4.10
AIM Shareholder Meeting 6.2(a)
AIM Stock Option 2.9
AimBank Recitals
AimBank Annual Financial Statements 4.5(b)
AimBank Common Stock 4.3(a)
AimBank Financial Statements 4.5(b)
ALLL 4.8
Bank Holding Company Act 3.1
Bank Merger Recitals
Bank Merger Agreement Recitals

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Bank Regulators 4.18
Bank Regulatory Approvals 3.2(b)
Blue Sky Laws 3.2(b)
Bottom Threshold Amount 2.4
Change of AIM Board Recommendation 6.2(a)
Closing 2.11
Closing Date 2.11
Code Recitals
D&O Insurance 6.7(b)
Delaware Certificate of Merger 2.2(d)
Departments 4.24(d)
DGCL 2.1
Dissenting Shareholder 2.8(a)
Dissenting Shares 2.8(b)
Downwardly Adjusted Cash Consideration 2.4
Effective Date 2.2(d)
Effective Time 2.2(d)
Employment Agreements Recitals
Environmental Costs 4.17(a)(i)
Environmental Law 4.17(a)(ii)
Exchange Act 3.2(b)
Exchange Ratio 2.3(a)
Executive Severance Agreement Recitals
Expenses 8.3
FB&T Preamble
FB&T Subsidiaries 3.1(b)
FDIA 3.1(b)
FDIC 3.2(b)
Fractional Share Amount 2.3(b)
FRB 3.2(b)
Ferrell Recitals
Hazardous Materials 4.17(a)(iii)
Heartland Preamble
Heartland 10-K Reports 3.5(a)
Heartland 10-Q Report 3.5(a)
Heartland Common Stock Recitals
Heartland Plans 6.4(c)
Heartland Regulatory Reports 3.7(a)
Heartland Series A Preferred Stock 3.4
Heartland Series B Preferred Stock 3.4
Heartland Series C Preferred Stock 3.4
Heartland Series D Preferred Stock 3.4

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Hillworth 4.23
Indemnified Party 6.7(a)
Latest Balance Sheets 4.5(c)
Latest AIM Balance Sheet 4.5(a)
Latest AimBank Balance Sheet 4.5(b)
Leased Real Property 4.15(c)
Letter of Transmittal 2.7(a)
List 4.17(a)(iv)
Material Contracts 4.21(a)
Materially Burdensome Regulatory Condition 7.1(a)
Merger Recitals
Merger Consideration 2.3(a)
NASDAQ 3.2(b)
New Mexico Offices Recitals
NMB&T Recitals
Operating Real Property 4.15(c)
Option Consideration 2.9
OREO 4.7(c)
Owned Real Property 4.15(b)
Payoff Letter 7.3(m)
Proxy Statement/Prospectus 6.2(b)
Real Property 4.15(c)
Registration Statement 6.2(b)
Regulatory Action 4.17(a)(v)
Related AIM Statements 4.5(a)
Related AimBank Statements 4.5(b)
Related Financial Statements 4.5(c)
Release 4.17(a)(vi)
Representatives 5.8(a)
Required Consents 5.6
Required AIM Shareholder Vote 4.2(a)
Retention Agreements Recitals
SEC 3.5(a)
Securities Act 3.2(b)
Senior Executives Recitals
Special Dividend Payments 6.1(b)
Stephens 3.15
Stock Consideration 2.3(a)
Surviving Corporation 2.1
Termination Date 8.1(d)(i)
TBOC 2.1
TDB 3.2(b)

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Texas Certificate of Merger 2.2(d)
TFC 3.2(a)
Third-Party Environmental Claim 4.17(a)(vii)
Upwardly Adjusted Cash Consideration 2.4
Shareholder Voting Agreement Recitals
Wade Recitals
Work Permits 4.24(d)

ARTICLE 2
MERGER

2.1 The Merger. Under the terms of this Agreement and subject to the satisfaction or waiver of the conditions set forth in Article 7, at the Effective Time, AIM will be merged with and into Heartland. Heartland, in its capacity as the corporation surviving the Merger, is sometimes referred to herein as the “Surviving Corporation.” The Merger will be effected pursuant to the provisions of, and with the effect provided in, Section 252 of the Delaware General Corporation Law (the “DGCL”) and Chapter 10, Subchapter A of Title 1 of the Texas Business Organizations Code (the “TBOC”).
2.2 Effect of Merger.
(a) At the Effective Time, AIM will be merged with and into Heartland, and the separate existence of AIM will cease. The Charter and the Bylaws of Heartland, as in effect immediately prior to the Effective Time, will be the Charter and the Bylaws of the Surviving Corporation, until the same may be amended as provided therein and in accordance with applicable Law. The directors and officers of Heartland immediately prior to the Effective Time will be the directors and officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and will qualify.
(b) At the Effective Time and thereafter, the Surviving Corporation will be responsible and liable for all the Liabilities, Indebtedness and penalties of each of Heartland and AIM.
(c) At the Effective Time and thereafter, the Surviving Corporation will possess all the rights, privileges, immunities and franchises, of a public as well as of a private nature, of each of Heartland and AIM; all property, real, personal and mixed, and all Indebtedness due on whatever account, and all and every other interest, of or belonging to or due to each of Heartland and AIM, will be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and the title to any real estate or any interest therein, vested in Heartland or AIM, will not revert or be in any way impaired by reason of the Merger.
(d) To effect the Merger, the parties hereto will cause a Certificate of Merger substantially in the form attached hereto as Exhibit D (the “Delaware Certificate of Merger”) and a Certificate of Merger substantially in the form attached hereto as

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Exhibit E (the “Texas Certificate of Merger”) relating to the Merger to be filed with the Secretary of State of Delaware and the Secretary of State of Texas, respectively. The Merger will become effective upon the filing of the Delaware Certificate of Merger and the Texas Certificate of Merger or at a time designated in such filings. As used herein, the term “Effective Date” will mean the date on which the Merger will become effective as provided in the preceding sentence, and the term “Effective Time” will mean the time on the Effective Date when the Merger will become effective. The Effective Date and the Effective Time will take place on the Closing Date.
2.3 Conversion of AIM Common Stock.
(a) To effectuate the Merger, at the Effective Time, and without any further action of Heartland, AIM or any AIM Shareholder, each issued and outstanding share of AIM Common Stock (other than shares to be canceled pursuant to Section 2.3(c) and Dissenting Shares) will be canceled and extinguished and be converted into and become a right to receive (i) subject to Section 2.4, the Cash Consideration, and (ii) subject to Section 2.5, 207.0 shares (the “Exchange Ratio”) of Heartland Common Stock (the “Stock Consideration” and, together with the Actual Cash Consideration, the “Merger Consideration”).
(b) No fractional shares of Heartland Common Stock will be issued for AIM Converted Common Shares, and in lieu of any fractional share, Heartland will pay to each holder of AIM Converted Common Shares who otherwise would be entitled to receive a fractional share of Heartland Common Stock an amount of cash (without interest) equal to the product of (i) the Heartland Closing Date Stock Price multiplied by (ii) the fractional share interest to which such holder would otherwise be entitled (the “Fractional Share Amount”).
(c) Each share of AIM Common Stock held as treasury stock of AIM or held directly or indirectly by Heartland, other than shares held in a fiduciary capacity or in satisfaction of Indebtedness previously contracted, will be canceled, retired and cease to exist, and no exchange or payment will be made with respect thereto.
2.4 Adjustment to Cash Consideration for Changes in Adjusted Tangible Common Equity. If the Adjusted Tangible Common Equity is less than $145,000,000 (the “Bottom Threshold Amount”), the Cash Consideration will be reduced by an amount equal to (a) the amount by which the Adjusted Tangible Common Equity is below the Bottom Threshold Amount, divided by (b) the AIM Common Shares Outstanding (the “Downwardly Adjusted Cash Consideration”). If the Adjusted Tangible Common Equity is greater than $148,000,000, the Cash Consideration will be increased by an amount equal to (i) the lesser of (x) $5,000,000, and (y) the amount by which the Adjusted Tangible Common Equity is above $148,000,000, divided by (ii) the AIM Common Shares Outstanding (the “Upwardly Adjusted Cash Consideration”). In the event that the Effective Time occurs prior to June 30, 2020, the Bottom Threshold Amount will be reduced by an amount equal to the product of (A) $70,000, multiplied by (B) the number of calendar days from the Effective Time through June 30, 2020.

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2.5 Adjustments to Heartland Common Stock. In the event Heartland changes (or establishes a record date for changing) the number of shares of Heartland Common Stock issued and outstanding prior to the Effective Date as a result of any stock split, recapitalization, reclassification, combination, exchange of shares, readjustment or similar transaction with respect to the outstanding Heartland Common Stock, or Heartland declares a stock dividend or extraordinary cash dividend, and the record date therefor will be prior to the Effective Date, the Exchange Ratio will be proportionately adjusted.
2.6 Rights of Holders of AIM Common Stock; Capital Stock of Heartland.
(a) At and after the Effective Time and until surrendered for exchange, each outstanding stock certificate which immediately prior to the Effective Time represented the AIM Converted Common Shares will be deemed for all purposes to evidence the right to receive the Stock Consideration and the Actual Cash Consideration for each AIM Converted Common Share, and the record holder of such outstanding stock certificate will, after the Effective Time, be entitled to vote the shares of Heartland Common Stock into which such shares of AIM Common Stock will have been converted on any matters on which the holders of record of Heartland Common Stock, as of any date subsequent to the Effective Time, will be entitled to vote. In any matters relating to such stock certificates, Heartland may rely conclusively upon the record of shareholders maintained by AIM containing the names and addresses of the holders of record of AIM Common Stock at the Effective Time.
(b) At and after the Effective Time, each share of capital stock of Heartland issued and outstanding immediately prior to the Effective Time will remain an issued and existing share of capital stock of the Surviving Corporation and will not be affected by the Merger.
2.7 Payment and Exchange of Certificates.
(a) Payment of Merger Consideration; Exchange of Certificates. Within 10 Business Days after the Closing, Heartland or a paying agent appointed by Heartland will cause to be distributed to each AIM Shareholder a letter of transmittal or other appropriate materials to facilitate the surrender of certificates representing such shares in exchange for the Stock Consideration and the Actual Cash Consideration for each AIM Converted Common Share (a “Letter of Transmittal”). Within 10 Business Days after surrender to Heartland or to a paying agent appointed by Heartland of any certificate which prior to the Effective Date represented a share of AIM Common Stock, Heartland or such paying agent will distribute to the Person in whose name such certificate is registered, the Stock Consideration and the Actual Cash Consideration, and, if applicable, cash in the amount of any Fractional Share Amount. The Stock Consideration shall be issued in book entry form, unless otherwise requested by an AIM Shareholder.
(b) Failure to Surrender Certificates. Following the return by a paying agent appointed by Heartland, if any, to Heartland of the Merger Consideration held by it, any former AIM Shareholder who has not complied with this Article 2 will thereafter look only to Heartland with respect to the payment of the Merger Consideration, any

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Fractional Share Amount and any unpaid dividends and distributions on the Heartland Common Stock deliverable in respect of each share of AIM Common Stock held by such AIM Shareholder. If outstanding certificates formerly representing AIM Converted Common Shares are not surrendered prior to the date on which the Merger Consideration to which any AIM Shareholder is entitled as a result of the Merger would otherwise escheat to or become the property of any Governmental Entity, the unclaimed Merger Consideration will, to the extent permitted by abandoned property and any other applicable Law, become the property of Heartland (and to the extent not in Heartland’s possession will be paid over to Heartland), free and clear of any and all claims or interest of any Person. Notwithstanding the foregoing, neither Heartland nor any other Person will be liable to any former AIM Shareholder for any amount delivered to a public official pursuant to applicable abandoned property, escheat or other similar Laws.
(c) Lost Certificates. In the event that any certificate representing AIM Converted Common Shares will have been lost, stolen or destroyed, Heartland will issue and pay in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of that fact by the holder thereof in form reasonably satisfactory to Heartland’s paying agent, the Merger Consideration for each AIM Converted Common Share; provided, however, that Heartland or Heartland’s paying agent may, as a condition precedent to the issuance and payment of the Merger Consideration to which the holder of such certificate is entitled as a result of the Merger, require the owner of such lost, stolen or destroyed certificate to deliver a bond in such sum as it may direct, not to exceed the aggregate amount of such shareholder’s portion of the Merger Consideration, as indemnity against any claim that may be made against Heartland, AIM or any other party with respect to the certificate alleged to have been lost, stolen or destroyed.
(d) Dividends. Until outstanding certificates formerly representing AIM Converted Common Shares are surrendered as provided in Section 2.7(a) and (c), no dividend or distribution payable to holders of record of shares of Heartland Common Stock will be paid to any holder of such outstanding certificates, but upon surrender of such outstanding certificates by such holder, there will be paid to such holder the amount of any dividends or distributions (without interest) theretofore paid with respect to such whole shares of Heartland Common Stock, but not paid to such holder, and which dividends or distributions had a record date occurring on or subsequent to the Effective Time.
(e) Full Satisfaction. The Merger Consideration issued and paid upon the surrender for exchange of each AIM Converted Common Share in accordance with the terms and conditions of this Agreement will be deemed to have been issued and paid in full satisfaction of all rights pertaining to such AIM Converted Common Share.
2.8 Dissenting Shares.
(a) Notwithstanding any provision of this Agreement to the contrary, any shares of AIM Common Stock held by a Person (a “Dissenting Shareholder”) who has demanded and perfected a demand for appraisal of his, her or its shares of AIM Common Stock in accordance with Chapter 10, Subchapter H, of the TBOC, and, as of the

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Effective Time, has neither effectively withdrawn nor lost his, her or its right to such demand will not represent a right to receive Merger Consideration for any share of AIM Common Stock pursuant to Sections 2.3(a), 2.4 and 2.5, but in lieu thereof the holder thereof will be entitled to only such rights as are granted by Chapter 10, Subchapter H, of Title 1 of the TBOC.
(b) Notwithstanding the provisions of Section 2.8(a), if any Dissenting Shareholder demanding payment of fair value of such Dissenting Shareholder’s shares of AIM Common Stock (“Dissenting Shares”) under the TBOC will effectively withdraw or lose (through failure to perfect or otherwise) such Dissenting Shareholder’s rights and remedies granted by Chapter 10, Subchapter H, of Title 1 of the TBOC, then, as of the Effective Time or the time of such withdrawal or loss, whichever occurs later, each Dissenting Share will automatically be converted into and represent only the right to receive the Merger Consideration as provided in Sections 2.3(a), 2.4 and 2.5 upon surrender of the certificate or certificates representing such Dissenting Shares.
(c) AIM will give Heartland prompt notice of any written objection by a Dissenting Shareholder to the Merger or any demands by a Dissenting Shareholder for appraisal of his, her or its shares of AIM Common Stock received by AIM in accordance with Chapter 10, Subchapter H, of Title 1 of the TBOC, and Heartland will have the right, at its expense, to direct in all negotiations and proceedings with respect to such demands. AIM will not, except with the prior written consent of Heartland or as otherwise required by Law, make any payment with respect to, settle, or offer to settle, any such demands. Heartland will make any payments, settlement and offers of settlements to Dissenting Shareholders with respect to demands made pursuant to Chapter 10, Subchapter H, of Title 1 of the TBOC.
2.9 AIM Stock Options. At the Effective Time, each option to purchase shares of AIM Common Stock (an “AIM Stock Option”) which is outstanding and unexercised immediately prior to the Effective Time will be cancelled in exchange for the right to receive from Heartland a single lump sum cash payment equal to the product of (a) the number of shares of AIM Common Stock subject to such AIM Stock Option immediately prior to the Effective Time, and (b) the excess of (i) an amount determined by (A) multiplying the Exchange Ratio by the Heartland Closing Date Stock VWAP plus (B) the Actual Cash Consideration, over (ii) the exercise price per share of such AIM Stock Option (the amount determined by the foregoing formula, the “Option Consideration”), less any applicable Taxes required to be withheld with respect to such payment in accordance with Section 2.12. From and after the Effective Time, other than as expressly set forth in this Section 2.9, no holder of an AIM Stock Option will have any other rights with respect to such AIM Stock Option or the AIM Equity Incentive Plan other than the right to receive the Option Consideration. Subject to the foregoing, all AIM Stock Options will terminate at the Effective Time, and the surrender of an AIM Stock Option to Heartland in exchange for the Option Consideration will be deemed a release of any and all rights the option holder had or may have had in respect of such AIM Stock Option or the AIM Equity Incentive Plan. The Option Consideration paid in accordance with the terms and conditions of this Agreement will be deemed to have been issued and paid in full satisfaction of

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all rights pertaining to the AIM Stock Options. By way of example and for clarification purposes only, a sample Option Consideration calculation is set forth on Exhibit F.
2.10 Payment of Interbank Indebtedness. On the Closing Date, Heartland or AIM (in the event Heartland, at its option, provides AIM with funds in the aggregate amount of the Interbank Indebtedness) will pay the aggregate amount of the Interbank Indebtedness (up to a maximum of $2,000,000), plus accrued, but unpaid interest, to InterBank in accordance with the Payoff Letter. For the avoidance of doubt, Heartland will be liable for all other Indebtedness of AIM following the Effective Time pursuant to the Merger by operation of Law.
2.11 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will take place remotely via the exchange of documents and signatures or at such other location mutually agreed upon by Heartland and AIM. The Closing will take place as soon as practicable once the conditions in Article 7 have been satisfied or waived but in any event within 10 Business Days after the date on which all such conditions have been satisfied or waived, unless the parties otherwise agree (the “Closing Date”). The failure of the Closing will not ipso facto result in termination of this Agreement and will not relieve any party of any obligation under this Agreement.
(a) Subject to the conditions set forth in this Agreement, on the Closing Date, AIM will deliver to Heartland:
(i) the certificate of AIM, dated the Closing Date, required by Section 7.3(c);
(ii) the certificate of AIM, dated the Closing Date, required by Section 7.3(d);
(iii) a certificate of AIM dated the Closing Date (A) stating the number of shares of AIM Common Stock outstanding immediately prior to the Effective Time, (B) stating that there are no other shares of capital stock of AIM or options, warrants, rights to acquire, or securities convertible into capital stock of AIM outstanding as of the Closing Date other than the AIM Stock Options, (C) the number of shares of AIM Common Stock issuable upon the exercise of the AIM Stock Options immediately prior to the Effective Time and (D) the number of the Dissenting Shares;
(iv) duly executed copies of all Required Consents;
(v) a certificate of the secretary or an assistant secretary of AIM, dated the Closing Date, certifying as to a copy of the text of the resolutions adopted by the Board of Directors of AimBank, and by AIM, as the sole shareholder of AimBank, authorizing the Bank Merger;
(vi) a certificate of the secretary or an assistant secretary of AIM, dated the Closing Date, certifying as to a copy of the text of the resolutions adopted by the Board of Directors of AIM terminating the KSOP;

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(vii) certificates representing all outstanding shares of AimBank Common Stock, which will be free of any Encumbrance;
(viii) the minute books, stock transfer records, corporate seal and other materials related to the corporate administration of all of the AIM Entities;
(ix) releases of all Encumbrances on the Real Property, other than Permitted Encumbrances;
(x) certificates dated as of a date not earlier than the third Business Day prior to the Closing executed by appropriate officials of the State of Texas as to the existence of each of the AIM Entities;
(xi) Certificates of Account Status issued by the Texas Comptroller of Public Accounts covering each of the AIM Entities;
(xii) a duly executed FIRPTA statement for purposes of satisfying Heartland’s obligations under Section 1.1445-2 of the Treasury Regulations;
(xiii) duly executed copies of the Retention Agreements entered into by any Senior Executives; and
(xiv) such other certificates, documents and instruments that Heartland reasonably requests for the purpose of (1) evidencing the accuracy of the representations and warranties of AIM, (2) evidencing the performance and compliance by AIM with agreements contained in this Agreement, (3) evidencing the satisfaction of any condition referred to in Section 7.3 or (4) otherwise facilitating the consummation of the transactions contemplated by this Agreement.
(b) Subject to the conditions set forth in this Agreement, on the Closing Date, Heartland will deliver to AIM:
(i) the certificate of Heartland, dated the Closing Date, required by Section 7.2(c);
(ii) the certificate of Heartland, dated the Closing Date, required by Section 7.2(d);
(iii) such other certificates, documents and instruments that AIM reasonably requests for the purpose of (1) evidencing the accuracy of the representations and warranties of Heartland, (2) evidencing the performance and compliance by Heartland with agreements contained in this Agreement, (3) evidencing the satisfaction of any condition referred to in Section 7.2 or (4) otherwise facilitating the consummation of the transactions contemplated by this Agreement;

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(iv) a certificate of existence and good standing of Heartland under Delaware law; and
(v) funds in the aggregate amount of the Interbank Indebtedness unless Heartland elects to pay the Interbank Indebtedness directly to InterBank as provided in Section 2.10.
2.12 Withholding. Heartland or its paying agent will be entitled to deduct and withhold from the Merger Consideration and Option Consideration otherwise payable pursuant to this Agreement any amounts required to be withheld or deducted with respect to such consideration under any applicable provisions of all Laws relating to Taxes (including the Code). To the extent that amounts are so withheld and timely remitted to the appropriate Governmental Entity, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.
2.13 Tax-Free Reorganization. The acquisition contemplated by this Agreement is intended to be a reorganization within the meaning of Section 368(a) of the Code and Treasury Regulations promulgated thereunder, and this Agreement is intended to be a “plan of reorganization” within the meaning of the Treasury Regulations promulgated under Section 368 of the Code. Each party to this Agreement agrees to treat this acquisition as a reorganization within the meaning of Section 368(a) of the Code and agrees to treat this Agreement as a “plan of reorganization” within the meaning of the Treasury Regulations under Section 368 of the Code, unless and until there is a determination, within the meaning of Section 1313 of the Code, that such treatment is not correct.
2.14 Additional Actions. If, at any time after the Effective Time, Heartland will consider or be advised that any deeds, bills of sale, assignments or assurances or any other acts or things are necessary, desirable or proper to: (a) vest, perfect or confirm, of record or otherwise, in Heartland its right, title or interest in or to or under any of the rights, privileges, powers, franchises, properties or assets of the AIM Entities; or (b) otherwise carry out the purposes of this Agreement, Heartland and its proper officers and directors or their designees will be authorized to execute and deliver, in the name and on behalf of any of the AIM Entities all such deeds, bills of sale, assignments and assurances and to do, in the name and on behalf of any of the AIM Entities, all such other acts and things as may be necessary, desirable or proper to vest, perfect or confirm Heartland’s right, title or interest in or to or under any of the rights, privileges, powers, franchises, properties or assets of the AIM Entities and otherwise to carry out the purposes of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF HEARTLAND

Heartland hereby represents and warrants to AIM as follows:
3.1 Organization and Qualification.
(a) Heartland is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has the requisite corporate power

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to carry on its business as now conducted. Heartland is registered as a bank holding company under Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”). Heartland is, and as of the Closing Date will be, the lawful record and beneficial owner of all of the issued and outstanding stock of FB&T, free and clear of any Encumbrance. Heartland is licensed or qualified to do business in every jurisdiction in which the nature of its business or its ownership or property requires it to be licensed or qualified, except where the failure to be so licensed or qualified would not have or would not be reasonably expected to have a Material Adverse Effect on Heartland. Heartland is not in violation of any provisions of its Charter and Bylaws.
(b) FB&T is a Texas state banking association authorized to conduct business as a bank in Texas duly organized, validly existing and in good standing under the Laws of the State of Texas. FB&T has the requisite corporate power and authority (including all Governmental Authorizations as are legally required) to carry on its business as now being conducted, to own, lease and operate its properties and assets as now owned, leased or operated and to enter into and to carry on the business and activities now conducted by it. FB&T is an insured bank as defined in the Federal Deposit Insurance Act, as amended (the “FDIA”). Except for PrimeWest Mortgage Corporation, Outsource Lease, Inc., FBT Servicing, Inc. and Foreclosed Properties, Inc. (collectively, the “FB&T Subsidiaries”), FB&T does not have any Subsidiaries. The nature of the business of FB&T does not require it to be qualified to do business in any jurisdiction other than the State of Texas. Except for its ownership of FB&T Subsidiaries and permissible bank investments, FB&T has no equity interest, direct or indirect, in any bank or corporation or in any limited liability company, partnership, joint venture or other business enterprise or entity, except as acquired through settlement of Indebtedness, foreclosure, the exercise of creditors’ remedies or in a fiduciary capacity. FB&T is not in violation of any provisions of its Charter and Bylaws.
3.2 Authority Relative to this Agreement; Non-Contravention.
(a) Heartland has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which Heartland is a party), and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by Heartland and the consummation by Heartland of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Heartland. No other corporate proceedings on the part of Heartland are necessary to authorize this Agreement, the Ancillary Documents (to which Heartland is a party), or to consummate the Merger and the transactions contemplated by this Agreement and the Ancillary Agreements (to which Heartland is a party). This Agreement and the Ancillary Documents (to which Heartland is a party) have been duly executed and delivered by Heartland and constitutes a valid and binding obligation of Heartland, enforceable in accordance with its terms, subject to the Remedies Exception. Heartland is not subject to, or obligated under, any provision of (a) its Charter or Bylaws, (b) any Contract, (c) any license, franchise or permit or (d) subject to obtaining the approvals referred to in Section 3.2(b), any Law, order, judgment or decree, which would be breached or violated by its execution, delivery and performance of this Agreement or

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any of the Ancillary Agreements (to which Heartland is a party) or the consummation by it of the transactions contemplated hereby or thereby. Heartland has caused the Board of Directors of FB&T to approve the Bank Merger, and Heartland has approved the Bank Merger as the sole shareholder of FB&T. No other corporate proceedings on the part of Heartland or FB&T are necessary to authorize the Bank Merger.
(b) No Consent of any Governmental Entity is necessary on the part of Heartland for the consummation by it of the transactions contemplated by this Agreement, except for any approvals or waivers from the Board of Governors of the Federal Reserve System (the “FRB”) for the Merger required under Bank Holding Company Act, any notices to and approvals from the Texas Department of Banking (the “TDB”) required under Chapter 202 of the Texas Finance Code (the “TFC”) and any notices to and approvals from the Federal Deposit Insurance Corporation (the “FDIC”) (such notices, approvals or waivers being herein collectively referred to as the “Bank Regulatory Approvals”); approvals to issue Heartland Common Stock under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), under state securities or blue sky laws and the rules and regulations thereunder (“Blue Sky Laws”), and under the rules of the NASDAQ Stock Market, Inc. (“NASDAQ”); filings with respect to the Merger under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”); and the filing with respect to the Merger of the Delaware Certificate of Merger and the Texas Certificate of Merger with the Secretary of State of Delaware and the Secretary of State of Texas, respectively.
3.3 Validity of Heartland Common Stock. The shares of Heartland Common Stock to be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and free and clear of any Encumbrance. Such shares of Heartland Common Stock will be authorized for listing on the NASDAQ Global Select Market or other national securities exchange upon official notice of issuance. The shares of Heartland Common Stock to be issued pursuant to this Agreement will be free of any preemptive rights of the shareholders of Heartland or any other Person. The shares of Heartland Common Stock to be issued pursuant to this Agreement will not be subject to any restrictions on transfer arising under the Securities Act; provided, however, that any holders of such shares who become employees of Heartland or any of its Subsidiaries will be subject to Heartland’s insider trading policies (including the “black-out” periods relating to the trading of shares of Heartland Common Stock) to the extent such employees are covered by such insider trading policies.
3.4 Capital Stock. The authorized capital stock of Heartland consists of 60,000,000 shares of Heartland Common Stock, and 200,000 shares of Preferred Stock, par value $1.00 per share, of which 16,000 shares have been designated Series A Junior Participating Preferred Stock (“Heartland Series A Preferred Stock”), 81,698 shares have been designated Series B Fixed Rate Cumulative Perpetual Preferred Stock (“Heartland Series B Preferred Stock”), 81,698 shares have been designated Senior Non-Cumulative Perpetual Preferred Stock, Series C (“Heartland Series C Preferred Stock”) and 3,000 shares have been designated Senior Non-Cumulative Perpetual Convertible Preferred Stock, Series D (“Heartland Series D Preferred Stock”). As of September 30, 2019, (a) (i) 36,696,190 shares of Heartland Common Stock were issued and

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outstanding (and no shares of Heartland Common Stock were held as treasury shares), (ii) 1,019,352 shares of Heartland Common Stock were reserved for issuance pursuant to Heartland’s stock incentive and employee stock purchase plans; (iii) 3,000 shares of Heartland Common Stock were reserved for issuance pursuant to Heartland Series D Preferred Stock; and (iv) no shares of Heartland Common Stock were reserved for issuance to holders of the CIC Bancshares, Inc. 6.5% Subordinated Notes Due 2019 assumed by Heartland on February 5, 2016; and (b) no shares of Heartland Series A Preferred Stock were issued and outstanding; (c) no shares of Heartland Series B Preferred Stock were issued and outstanding; (d) no shares of Heartland Series C Preferred Stock were issued and outstanding, and (e) no shares of Heartland Series D Preferred Stock were issued and outstanding.
3.5 Exchange Act Reports.
(a) Prior to the execution of this Agreement, Heartland has made available to AIM complete and accurate copies of (i) Heartland’s Annual Reports on Form 10K for the years ended December 31, 2016, 2017 and 2018, as amended (the “Heartland 10K Reports”), as filed under the Exchange Act with the Securities and Exchange Commission (the “SEC”), (ii) all Heartland proxy statements and annual reports to shareholders used in connection with meetings of Heartland shareholders held since January 1, 2016, and (iii) Heartland’s Quarterly Report on Form 10Q for the quarter ended September 30, 2019 (the “Heartland 10Q Report”), as filed under the Exchange Act with the SEC. As of their respective dates, such documents, together with all other material reports and statements (and any amendments required to be made with respect thereto) that Heartland was required to file with the SEC pursuant to the Exchange Act after January 1, 2019, (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (y) each of the foregoing complied as to form in all material respects with the applicable Laws and rules and regulations of the SEC. Since January 1, 2016, Heartland has filed all reports that it was required to file with the SEC pursuant to the Exchange Act.
(b) Heartland’s financial statements (including any footnotes thereto) contained in the Heartland 10K Reports and the Heartland 10Q Report were prepared in accordance with GAAP (except that the financial statements set forth in the Heartland 10Q Report may not contain all notes required by GAAP and are subject to year-end adjustments, none of which is material) and fairly present, in all material respects, the consolidated financial position of Heartland and its Subsidiaries as of the dates thereof and the consolidated results of operations, changes in shareholders’ equity and cash flows for the periods then ended.
3.6 No Material Adverse Changes. Since September 30, 2019, and except as otherwise disclosed in reports filed with the SEC prior to the date hereof, there has been no material adverse change in, and no event, occurrence or development in the business of Heartland or its Subsidiaries that, taken individually or as a whole, has had or would reasonably be expected to have a Material Adverse Effect on Heartland or its Subsidiaries or on the consummation of the transactions contemplated hereby. As of the date hereof, except with respect to the transactions contemplated hereby, and except as otherwise disclosed in reports

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filed with the SEC prior to the date hereof, since September 30, 2019, Heartland and each of its Subsidiaries has conducted its respective business only in the Ordinary Course of Business.
3.7 Reports and Filings; Compliance with Laws.
(a) Since January 1, 2016, each of Heartland and its Subsidiaries has filed each report or other filing it was required to file with any federal or state banking or bank holding company or other Governmental Entity having jurisdiction over it (together with all exhibits thereto, the “Heartland Regulatory Reports”), except for such reports and filings which the failure to so file would not have a Material Adverse Effect on Heartland or on the consummation of the transactions contemplated hereby. As of their respective dates or as subsequently amended prior to the date hereof, each Heartland Regulatory Report was true and correct in all material respects and complied in all material respects with applicable Laws.
(b) Heartland and its Subsidiaries are, and at all times since January 1, 2016 have been, in compliance in all material respects with all Laws, Governmental Orders or Governmental Authorizations.
(c) Since January 1, 2016, each of Heartland and its Subsidiaries has held all Governmental Authorizations required for the conduct of its business, except where the failure to hold any such Governmental Authorization would not have a Material Adverse Effect on Heartland.
(d) Heartland is not a party to or is subject to any Governmental Order, written agreement or memorandum of understanding with, or a commitment letter or similar submission to, or extraordinary supervisory letter from any Bank Regulator, nor has Heartland adopted any policies, procedures or board resolutions at the request or suggestion of, any Bank Regulator that would reasonably be expected to impair the ability of Heartland to obtain the Bank Regulatory Approvals or to operate the Surviving Corporation in the Ordinary Course of Business after the Closing Date.
(e) No Governmental Entity has initiated since January 1, 2017 or currently has pending any proceeding or enforcement action against Heartland or any of its Subsidiaries.
3.8 Community Reinvestment Act. Each Subsidiary of Heartland that is a bank had a rating of “satisfactory” or better as of its most recent CRA examination, and neither Heartland nor any such Subsidiary has been advised of, or has reason to believe that any facts or circumstances exist that would reasonably be expected to cause any such Subsidiary to be deemed not to be in satisfactory compliance in any respect with the CRA or to be assigned a rating for CRA purposes by any Governmental Entity charged with the supervision or regulation of banks or bank holding companies or engaged in the insurance of bank deposits of lower than “satisfactory.”
3.9 Regulatory Approvals. As of the date hereof, Heartland is not aware of any fact or circumstance relating to it or any of its Subsidiaries that would materially impede or delay

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receipt of any Bank Regulatory Approvals or that would likely result in the Bank Regulatory Approvals not being obtained. Neither Heartland nor any of its Subsidiaries is subject to any Governmental Order, written agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is a recipient of any extraordinary supervisory agreement letter from, or has adopted any policies, procedures or board resolutions at the request or suggestion of, any Governmental Entity that would reasonably be expected to, impair the ability of Heartland to obtain the Bank Regulatory Approvals in a timely fashion or to operate AimBank in the Ordinary Course of Business after the Merger. Heartland has not received any indication from any Governmental Entity that such Governmental Entity would oppose or refuse to grant or issue its consent or approval, if required, with respect to the transactions contemplated hereby, and has no reason to believe that, if requested, any Governmental Entity required to approve the transactions contemplated hereby would oppose or fail to grant its consent or approval to such transactions.
3.10 Certain Tax Matters. Neither Heartland nor any of its Subsidiaries has taken or agreed to take any action and, to the Knowledge of Heartland, there are no circumstances, that would prevent the acquisition contemplated by this Agreement from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
3.11 Litigation. There is no Litigation pending against, or, to the Knowledge of Heartland, threatened against Heartland or its Subsidiaries, before or by any Governmental Entity, that in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement. To the Knowledge of Heartland, there are no facts that would reasonably be expected to give rise to Litigation against Heartland or any of its Subsidiaries that would have or would reasonably be expected to have a Material Adverse Effect on Heartland or its Subsidiaries, taken as a whole.
3.12 Financial Ability. Heartland has or will have as of the Closing Date sufficient capital and readily available funds to enable it to consummate the transactions contemplated by this Agreement and to deliver the Actual Cash Consideration as provided for in this Agreement. Heartland’s ability to carry out its obligations under this Agreement is not contingent on additional financing.
3.13 Internal Controls. Heartland and each of its Subsidiaries maintains a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including reasonable assurance (a) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability and (b) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that would have a material effect on the financial statements of Heartland or such Subsidiary.
3.14 NASDAQ. Heartland is in compliance in all material respects with the applicable listing rules and corporate governance rules and regulations of NASDAQ.

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3.15 Financial Advisor. Except for fees and other compensation payable to Panoramic Capital Advisors, Inc. and Stephens Inc. (“Stephens”), there are no claims for brokerage commissions, finders’ fees, financial advisory fees or similar compensation in connection with the transactions contemplated by this Agreement based on any Contract made by or on behalf of Heartland or any of its Subsidiaries.
3.16 Fairness Opinion. Heartland has received an opinion from Stephens addressed to the Board of Directors of Heartland to effect that, as of the date of such opinion, and based upon the assumptions and qualifications contained therein, the Merger Consideration is fair, from a financial point of view, to Heartland.
3.17 No Other Representations or Warranties. Except for the representations and warranties made by Heartland in this Article 3, neither Heartland nor any other Person makes any express or implied representation or warranty with respect to Heartland, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and Heartland hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither Heartland nor any other Person makes or has made any representation or warranty to AIM or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to Heartland, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by Heartland in this Article 3, any oral or written information presented to AIM or any of its Affiliates or Representatives in the course of their due diligence investigation of Heartland, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF AIM

AIM hereby represents and warrants to Heartland that, except as described in the Disclosure Schedules:
4.1 Organization and Qualification.
(a) AIM is a corporation duly organized, validly existing and in good standing under the Laws of the State of Texas, and has the requisite corporate power to carry on its business as now conducted. AIM is a bank holding company registered under Bank Holding Company Act. Except as set forth on Schedule 4.1(a), AIM is, and as of the Closing Date will be, the lawful record and beneficial owner of all of the issued and outstanding stock of AimBank, free and clear of any Encumbrance. AIM is licensed or qualified to do business in every jurisdiction in which the nature of its business or its ownership or property requires it to be licensed or qualified, except where the failure to be so licensed or qualified would not have or would not be reasonably expected to have a Material Adverse Effect on AIM. The copies of the Charter and Bylaws of AIM, which have been provided to Heartland prior to the date of this Agreement, are correct and complete and reflect all amendments made thereto. AIM is not in violation of any provisions of its Charter and Bylaws.

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(b) AimBank is a Texas state banking association authorized to conduct business as a bank in Texas duly organized, validly existing and in good standing under the Laws of the State of Texas. AimBank has the requisite corporate power and authority (including all Governmental Authorizations as are legally required) to carry on its business as now being conducted, to own, lease and operate its properties and assets as now owned, leased or operated and to enter into and to carry on the business and activities now conducted by it. AimBank is an insured bank as defined in the FDIA. Except for ABFI, Inc. (“ABFI”), AimBank does not have any Subsidiaries. The nature of the business of AimBank does not require it to be, and it is not, qualified to do business in any jurisdiction other than the States of Texas and New Mexico. The copies of the Charter and Bylaws of AimBank, which have been provided to Heartland prior to the date of this Agreement, are correct and complete and reflect all amendments made thereto. AimBank is not in violation of any provisions of its Charter and Bylaws.
(c) ABFI is a corporation duly organized, validly existing and in good standing under the Laws of the State of Texas, and has the requisite corporate power to carry on its business as now conducted. AimBank is, and as of the Closing Date will be, the lawful record and beneficial owner of all of the issued and outstanding stock of ABFI, free and clear of any Encumbrance. The nature of the business of ABFI does not require it to be, and it is not, qualified to do business in any jurisdiction other than the State of Texas. The copies of the Charter and Bylaws of ABFI, which have been provided to Heartland prior to the date of this Agreement, are correct and complete and reflect all amendments made thereto. ABFI is not in violation of any provisions of its Charter and Bylaws.
(d) The Statutory Trust is duly organized and validly existing under the Laws of the State of Connecticut. AIM is, and as of the Closing Date, will be the lawful record and beneficial owner of all of the Statutory Trust Securities that are common securities. The copies of the Statutory Trust Declaration of Trust which have been provided to Heartland prior to the date of this Agreement are correct and complete and reflect all amendments made thereto as of the date of this Agreement. The Statutory Trust is not in violation of any provisions of the Statutory Trust Declaration of Trust.
4.2 Authority Relative to this Agreement; Non-Contravention.
(a) AIM has the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents (to which AIM is a party), and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and such Ancillary Documents by AIM and the consummation by AIM of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of AIM. Other than the approval of the Merger by holders of at least two-thirds of the issued and outstanding shares of AIM Common Stock as of the record date for, and entitled to vote at, the AIM Shareholder Meeting (the “Required AIM Shareholder Vote”), no other corporate proceedings on the part of AIM are necessary to authorize this Agreement, or the Ancillary Documents (to which AIM is a party), or to consummate the Merger or any other transactions contemplated hereby or thereby. No “control share acquisition,” “business combination moratorium,” “fair price” or other form of

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antitakeover statute or regulation under the TBOC or any applicable provisions of the takeover Laws of Texas or any other state (and any comparable provisions of the AIM Charter or Bylaws), apply or will apply to this Agreement or the Merger AIM has caused the Board of Directors of AimBank to approve the Bank Merger, and AIM has approved the Bank Merger as the sole shareholder of AimBank. No other corporate proceedings on the part of AIM or AimBank are necessary to authorize the Bank Merger.
(b) This Agreement and the Ancillary Documents (to which AIM is a party) have been duly executed and delivered by AIM and constitute a valid and binding obligation of AIM, enforceable in accordance with its terms, subject to the Remedies Exception. Except as set forth on Schedule 4.2(b), none of the AIM Entities is subject to, or obligated under, any provision of (i) its Charter, Bylaws or other governing documents, (ii) any Contract, (iii) any license, franchise or permit or (iv) subject to obtaining the approvals referred to in Section 4.2(c), any Law, order, judgment or decree, which would be breached or violated, or in respect of which a right of termination or acceleration or any encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement and the Ancillary Documents (to which AIM is a party), or the consummation of the transactions contemplated hereby and thereby.
(c) Other than the Bank Regulatory Approvals and the filing of the Texas Certificate of Merger and the Delaware Certificate of Merger, no Governmental Authorization is necessary on the part of any of the AIM Entities for the consummation by AIM of the transactions contemplated by this Agreement and the Ancillary Documents (to which AIM is a party).
4.3 Capitalization.
(a) The authorized capital stock of AIM consists of 100,000 shares of AIM Common Stock, and 1,000,000 shares of preferred stock, no par value per share (the “AIM Preferred Stock”). Of the authorized shares of AIM Common Stock, 24,553.98 shares are issued and outstanding (with 1,594.10 shares of AIM Common Stock held as treasury shares). Of the authorized shares of AIM Preferred Stock, no shares of AIM Preferred Stock are issued and outstanding (with no shares of AIM Preferred Stock held as treasury shares). As of the date hereof, 1,735 shares of AIM Common Stock were reserved for issuance pursuant to outstanding AIM Stock Options.
(b) The authorized capital stock of AimBank consists of 10,000 shares of common stock, $100.00 par value per share (“AimBank Common Stock”). Of the authorized shares of AimBank Common Stock, 1,000 shares of AimBank Common Stock are issued and outstanding (with no shares of AimBank Common Stock held as treasury shares).
(c) The authorized capital stock of ABFI consists of 1,000 shares of common stock, $100.00 par value per share (“ABFI Common Stock”). Of the authorized shares of ABFI Common Stock, one (1) share is issued and outstanding (with no shares of ABFI Common Stock held as treasury shares).

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(d) The issued and outstanding shares of AIM Common Stock and AimBank Common Stock are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights.
(e) Except for the AIM Stock Options and except as set forth on Schedule 4.3(e), there are no options, warrants, conversion privileges or other rights or Contracts obligating any of the AIM Entities to issue, sell, purchase or redeem any shares of its capital stock or securities or obligations of any kind convertible into or exchangeable for any shares of its capital stock, nor are there any stock appreciation, phantom or similar rights outstanding based upon the book value or any other attribute of any of capital stock of any of the AIM Entities, or the earnings or other attributes of any of the AIM Entities.
4.4 Ownership of AIM Common Stock. Schedule 4.4 sets forth, for all of the issued and outstanding shares of AIM Common Stock, (a) the name of the holder of such shares, (b) the number of shares of AIM Common Stock owned by each such holder, and (c) the address of each such holder. Except as set forth in Schedule 4.4, there are no shareholder agreements, voting agreements, proxies, voting trusts or other Contracts with or among one or more of such holders with respect to the voting, disposition or other incidents of ownership of any shares of AIM Common Stock, including any agreement that provides for preemptive rights or imposes any limitation or restriction on AIM Common Stock, including any restriction on the right of a holder of shares of AIM Common Stock to vote, sell or otherwise dispose of any AIM Common Stock.
4.5 Financial Statements.
(a) Prior to the execution of this Agreement, AIM has made available to Heartland copies of its audited consolidated balance sheets as of December 31, 2016, 2017 and 2018 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended (collectively, together with any notes thereto, the “AIM Annual Financial Statements”). AIM has made available to Heartland copies of its unaudited consolidated balance sheets as of September 30, 2018 and 2019, and the related statements of operations for the nine-month periods then ended. The consolidated balance sheet of AIM as of September 30, 2019 is herein referred to as the “Latest AIM Balance Sheet,” and the related statement of income for the nine-month period then ended are herein referred to as the “Related AIM Statements.” The Annual AIM Financial Statements, the Latest AIM Balance Sheet and the Related AIM Statements are collectively referred to as the “AIM Financial Statements.” The AIM Financial Statements are based upon the books and records of the AIM Entities, and have been prepared in accordance with GAAP (except that the Latest AIM Balance Sheet and the Related AIM Statements may not contain all notes required by GAAP and are subject to year-end adjustments, none of which are material except as set forth on Schedule 4.5(a)). The AIM Financial Statements fairly present the consolidated financial position of AIM as of the dates thereof and the consolidated results of operations, changes in shareholders’ equity and cash flows for the periods then ended, as applicable.
(b) Prior to the execution of this Agreement, AIM has made available to Heartland copies of the unaudited balance sheets of AimBank as of December 31, 2016, 2017 and 2018 and the related statements of operations for the years then ended

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(collectively, together with any notes thereto, the “AimBank Annual Financial Statements”). AIM has made available to Heartland copies of the balance sheet of AimBank as of September 30, 2019 and the related statement of operations for the nine-month period then ended. The balance sheet of AimBank as of September 30, 2019 is herein referred to as the “Latest AimBank Balance Sheet,” and the related statements of operations for the nine-month period then ended are herein referred to as the “Related AimBank Statements.” The AimBank Annual Financial Statements, the Latest AimBank Balance Sheet and the Related AimBank Statements are collectively referred to herein as the “AimBank Financial Statements.” The AimBank Financial Statements have been prepared in accordance with GAAP (except that the AimBank Financial Statements may not contain all notes required by GAAP and are subject to year-end adjustments, none of which are material except as set forth on Schedule 4.5(b)). The AimBank Financial Statements fairly present the financial position of AimBank as of the dates thereof and the results of operations, changes in shareholder’s equity and cash flows for the periods then ended.
(c) The Latest AIM Balance Sheet and the Latest AimBank Balance Sheet are collectively referred to as the “Latest Balance Sheets,” and the Related AIM Statements and the Related AimBank Statements are collectively referred to as the “Related Financial Statements.”
4.6 Absence of Undisclosed Liabilities. None of the AIM Entities has any Liability and, to the Knowledge of AIM, there is no basis for any present or future Litigation, charge, complaint or demand against any of the AIM Entities, giving rise to any Liability, except (a) as reflected or expressly reserved against in the Latest Balance Sheets, (b) a Liability that has arisen after the date of the Latest Balance Sheets in the Ordinary Course of Business (none of which is a material uninsured Liability for breach of Contract, breach of warranty, tort, infringement, Litigation or violation of Governmental Order, Governmental Authorization or Law), or (c) obligations under any Contract listed on a Disclosure Schedule to this Agreement or under a Contract not required to be listed on such a Disclosure Schedule.
4.7 Loans; Substandard Loans; OREO; Commitments to Extend Credit.
(a) The documentation relating to each loan made by any AIM Entity and relating to all security interests, mortgages and other liens with respect to all collateral for each such loan are adequate for the enforcement of the material terms of each such loan and of the related security interests, mortgages and other liens. The terms of each such loan and of the related security interests, mortgages and other liens comply in all material respects with all applicable Laws (including Laws relating to the extension of credit).
(b) Except as set forth in Schedule 4.7(b), there are no loans, leases, other extensions of credit or commitments to extend credit of any AIM Entity that has been or, to the Knowledge of AIM, should have been classified as non-accrual, as restructured, as 90 days past due, as still accruing and doubtful of collection or any comparable classification. AIM has disclosed all of the “substandard,” “doubtful,” “loss,” “special mention,” “nonperforming” or “problem” loans of each of the AIM Entities on the “watch list” of each such AIM Entity, a copy of which is attached as Schedule 4.7(b). No

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borrower with respect to a loan of any AIM Entity in excess of $25,000 has: (i) filed, or consented by answer or otherwise to the filing against it of, a petition for relief, reorganization or arrangement, or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy or insolvency Law; (ii) made an assignment for the benefit of its creditors; (iii) consented to the appointment of a custodian, receiver, trustee, liquidator or other Person with similar power over such borrower or any substantial part of such borrower’s property; (iv) been adjudicated insolvent; or (v) taken any action for the purpose of authorizing any of the foregoing.
(c) Except as set forth in Schedule 4.7(c), none of the AIM Entities has any outstanding loans or assets classified as “Other Real Estate Owned” (“OREO”). Schedule 4.7(c) contains a description of each property classified by any AIM Entity as OREO. Prior to the execution of this Agreement, AIM has delivered the latest appraisal of each property classified as OREO obtained by any AIM Entity. The value of any property classified by any AIM Entity as OREO and reflected on the Latest Balance Sheet was determined on a “fair value less cost to sell” basis. None of the AIM Entities has entered into any Contract obligating it pay for expenses with respect to improvements on, or the development of, any OREO.
(d) Except as set forth in Schedule 4.7(d), none of the AIM Entities currently has (i) any loans or advances which were purchased or (ii) any participations in loans or advances which were bought or sold. Except as set forth on Schedule 4.7(d), since the date of the Latest Balance Sheets, none of the AIM Entities has sold any of its assets with recourse of any kind to such AIM Entity, nor entered into any Contract providing for the sale or servicing of any loan or other asset that constitutes a “recourse arrangement” under any applicable regulations or policy promulgated by a Governmental Entity. None of the AIM Entities has received any request to repurchase any loan, advance or participation therein or other asset sold to a third party, and none of the AIM Entities has been advised by any third-party purchaser of any loan, advance or participation therein or any other asset that such purchaser intends to request that such AIM Entity repurchase such loan, advance or participation therein or other asset.
(e) Except as set forth in Schedule 4.7(e), there are no Contracts binding upon any AIM Entity to extend credit, in the amount per “one borrower” (as combined and aggregated as set forth in 12 C.F.R. §32.5), of $500,000 or more.
4.8 Allowance for Loan and Lease Losses. The allowance for loan and lease losses (“ALLL”) is, and will be as of the Effective Time, in compliance with existing methodology of the AIM Entities for determining the adequacy of the ALLL, as well as the standards established by applicable Governmental Entities and the Financial Accounting Standards Board, and is and will be adequate under all standards. None of the AIM Entities has been notified by any Governmental Entity or independent auditor of such AIM Entity, in writing or otherwise, that: (a) such allowances are inadequate; (b) the practices and policies of the AIM Entities in establishing such allowances and in accounting for non-performing and classified assets generally fail to comply with applicable accounting or regulatory requirements; or (c) such allowances are inadequate or inconsistent with the historical loss experience of the AIM Entities.

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4.9 Deposits. All of the deposits held by AimBank (including the records and documentation pertaining to such deposits) have been established and are held in compliance in all material respects with all: (a) applicable policies, practices and procedures of AimBank; and (b) applicable Law, including anti-money laundering, anti-terrorism or embargoed Persons requirements. No deposit of AimBank is a Brokered Deposit (as defined in 12 C.F.R. §337.6(a)(2)) or is subject to any Encumbrance, legal restraint or other legal process (other than garnishments, pledges, set-off rights, escrow limitations and similar actions taken in the Ordinary Course of Business). All of the deposit accounts of AimBank are insured up to the applicable limits (or fully insured if there is no limit) through the Deposit Insurance Fund as administered by the FDIC to the fullest extent permitted by applicable Law, and all premiums and assessments required to be paid for such insurance have been paid when due. No legal action or proceeding for the termination or revocation of such insurance is pending, or, to the Knowledge of AIM, has any such termination or revocation been threatened.
4.10 Reports and Filings. Since January 1, 2016, each of the AIM Entities has filed each report or other filing that it was required to file with any federal or state banking, bank holding company or other applicable Governmental Entity having jurisdiction over it, including the FRB, the FDIC and the TDB (together with all exhibits thereto, the “AIM Regulatory Reports”), except for such reports and filings which the failure to so file would not have a Material Adverse Effect on any of the AIM Entities or on the consummation of the transactions contemplated hereby. AIM has provided or made available to Heartland copies of all of AIM Regulatory Reports that it may provide consistent with applicable Law. As of their respective dates or as subsequently amended prior to the date hereof, each of AIM Regulatory Reports was true and correct in all material respects and complied in all material respects with applicable Laws.
4.11 Subsidiaries; Off Balance Sheet Arrangements.
(a) Except as set forth on Schedule 4.11(a), AIM owns all of the issued and outstanding shares of AimBank Common Stock, free and clear of all Encumbrances. AimBank owns all of the issued and outstanding shares of ABFI Common Stock, free and clear of all Encumbrances. Except for the shares of AimBank Common Stock owned by AIM and the shares of ABFI Common stock owned by AimBank, none of the AIM Entities owns any stock, limited liability company membership units, partnership interests or any other equity security issued by any other Person, except securities owned by any of the AIM Entities in its investment portfolio in the Ordinary Course of Business and the common securities of the Statutory Trust.
(b) None of the AIM Entities is a party to or member or partner of, or has any commitment to become a party to or member or partner of, any joint venture, off balance sheet limited liability company, off balance sheet partnership or any similar off balance sheet entity, including any structured finance, special purpose or limited purpose entity or Person, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation SK under the Securities Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or of any material Liabilities of, any of the AIM Entities.

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4.12 Books and Records.
(a) The books of account of each of the AIM Entities are complete and correct in all material respects and have been maintained in accordance with sound business practices. Each transaction is properly and accurately recorded on the books and records of each of the AIM Entities, and each document upon which entries in books and records of each of the AIM Entities are based is complete and accurate in all material respects.
(b) Each of the AIM Entities maintains a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including reasonable assurance (A) that transactions are executed in accordance with management’s general or specific authorizations and recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, and (B) regarding prevention or timely detection of any unauthorized acquisition, use or disposition of assets that would have a material effect on the financial statements of the AIM Entities.
(c) Since January 1, 2016, (A) none of the AIM Entities nor, to the Knowledge of AIM, any director, officer, manager, employee, auditor, accountant or representative of any of the AIM Entities, has received notice (written or oral) or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the AIM Entities or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any of the AIM Entities has engaged in improper accounting or auditing practices, and (B) no attorney representing any of the AIM Entities, whether or not employed by such AIM Entity, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by any of the AIM Entities or its respective officers, directors, members, employees or agents to the Board of Directors of any of the AIM Entities or other any committee thereof or, to the Knowledge of AIM, to any officer or director of any of the AIM Entities.
(d) The minute books and stock or equity records of each of the AIM Entities, all of which have been made available to Heartland, except to the extent restricted by applicable Law, are correct in all material respects. The minute books of each of the AIM Entities contain accurate records of all meetings held and actions taken by the holders of stock or other equity interests, the Boards of Directors and committees of the Boards of Directors of each of the AIM Entities (except to the extent minutes have not yet been approved or finalized by such Boards of Directors or committees), and no meeting of any such holders, Boards of Directors or committees has been held for which minutes are not contained in such minute books (except to the extent such minutes have not been approved or finalized by such Boards of Directors or other or committees). At the Closing, all such books and records will be in the possession of AIM.
4.13 No Material Adverse Changes. Since the date of the Latest Balance Sheets, there has been no material adverse change in, and no event, occurrence or development in the

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business of any of the AIM Entities that, taken individually or as a whole and together with any other events, occurrences and developments with respect to such business, has had, or would reasonably be expected to have, a Material Adverse Effect on the AIM Entities or materially adversely affect the consummation of the transactions contemplated hereby. Except with respect to the transactions contemplated hereby, since the date of the Latest Balance Sheets, each of the AIM Entities has conducted its business only in the Ordinary Course of Business.
4.14 Absence of Certain Developments. Except as contemplated by this Agreement or as set forth in the Latest Balance Sheets, the Related Financial Statements or on Schedule 4.14, since September 30, 2019, none of the AIM Entities has:
(a) issued or sold any of its equity securities, membership units, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities or membership units, or any bonds or other securities, except deposit and other bank obligations and investment securities in the Ordinary Course of Business;
(b) redeemed, purchased, acquired or offered to acquire, directly or indirectly, any shares of its capital stock, membership units or other securities;
(c) split, combined or reclassified any of its outstanding shares of capital stock or declared, set aside or paid any dividends or other distribution payable in cash, property or otherwise with respect to any shares of capital stock or other securities of any AIM Entity;
(d) incurred any Liability, whether due or to become due, other than in the Ordinary Course of Business and, in the case of AimBank, consistent with safe and sound banking practices;
(e) discharged or satisfied any Encumbrance or paid any Liability other than in the Ordinary Course of Business and, in the case of AimBank, consistent with safe and sound banking practices;
(f) mortgaged or subjected to Encumbrance any of its property, business or assets, tangible or intangible except (i) for Permitted Encumbrances, and (ii) for pledges of assets to secure public funds deposits;
(g) sold, transferred or otherwise disposed of any of its assets or canceled any material Indebtedness or claims or waived any rights of material value, other than those assets sold, transferred or otherwise disposed of for fair value in the Ordinary Course of Business;
(h) suffered any theft, damage, destruction or loss of or to any property or properties owned or used by it, whether or not covered by insurance, which would, individually or in the aggregate, have a Material Adverse Effect on the AIM Entities;
(i) made or granted any bonus or any wage, salary or compensation increase or severance or termination payment to, or promoted, any director, officer, employee,

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group of employees or consultant, entered into any employment contract or hired any employee, in each case, other than in the Ordinary Course of Business;
(j) made or granted any increase in the benefits payable under any employee benefit plan or arrangement, amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement, except as required by Law;
(k) made any single or group of related capital expenditures or commitments therefor in excess of $75,000 or entered into any lease or group of related leases with the same party which involves aggregate lease payments payable of more than $75,000 for any individual lease or involves more than $100,000 for any group of related leases in the aggregate;
(l) acquired (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, limited liability company, partnership, joint venture or other business organization or division or material assets thereof, or assets or deposits that are material to any of the AIM Entities;
(m) taken any other action or entered into any other transaction other than in the Ordinary Course of Business;
(n) made any change in its accounting methods or practices, other than changes required by Law made in accordance with GAAP or regulatory accounting principles generally applicable to depository institutions such as AimBank; or
(o) made, modified or revoked any material election with respect to Taxes or consented to any waiver or extension of time to assess or collect any material Taxes;
(p) reversed any amount of its previously established ALLL;
(q) sold any equity securities in its investment portfolio, other than in the Ordinary Course of Business; or
(r) agreed to do any of the foregoing.
4.15 Properties.
(a) The real properties owned by, or demised by lease to, any AIM Entity are listed on Schedule 4.15(a), and constitute all of the real property owned, leased (whether or not occupied and including any leases assigned or leased premises sublet for which any AIM Entity remains liable), owned, used or occupied by any AIM Entity.
(b) Each AIM Entity owns good and marketable title to each parcel of real property identified on Schedule 4.15(a) as being owned by such AIM Entity (the “Owned Real Property”), free and clear of any Encumbrance except for Permitted Encumbrances.

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(c) The leases of real property listed on Schedule 4.15(c) as being leased by any AIM Entity (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property,” and the Real Property occupied by the AIM Entities in the conduct of their respective businesses is hereinafter referred to as the “Operating Real Property”) are in full force and effect, and each of the AIM Entities holds a valid and existing leasehold interest under each of the leases for the term listed on Schedule 4.15(c). The leases for the Leased Real Property are in full force and effect, and one of the AIM Entities holds a valid and existing leasehold interest under the lease for the term listed on Schedule 4.15(c). The Leased Real Property is subject to no Encumbrance or interests that would entitle the owner thereof to interfere with or disturb use or enjoyment of the Leased Real Property or the exercise by the applicable AIM Entity of its rights under such lease so long as such AIM Entity is not in default under such lease.
(d) Each parcel of Operating Real Property has access sufficient for the conduct of the business as conducted by the applicable AIM Entity on such parcel of Operating Real Property to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas, telephone, fiber optic, cable television, and other utilities used in the operation of the business at that location. The zoning for each parcel of Operating Real Property permits the existing improvements and the continuation of the business being conducted thereon as a conforming use. None of the AIM Entities is in violation of any applicable zoning ordinance or other Law relating to the Owned Real Property or, to the Knowledge of AIM, the Leased Real Property. None of the AIM Entities has received any written notice of any such violation or the existence of any condemnation or other proceeding with respect to any of the Operating Real Property. The buildings and other improvements are located within the boundary lines of each parcel of Operating Real Property, and do not encroach over applicable setback lines. There are no improvements contemplated to be made by any Governmental Entity, the costs of which are to be assessed as assessments, special assessments, special Taxes or charges against any of the Owned Real Property or, to the Knowledge of AIM, any of the Leased Real Property.
(e) Each of the AIM Entities has good and marketable title to, or a valid leasehold interest in, the buildings, machinery, equipment and other tangible assets and properties used by it, located on its premises or shown in the Latest AIM Balance Sheet, free and clear of all Encumbrances except for Permitted Encumbrances and properties and assets disposed of in the Ordinary Course of Business since the date of the Latest AIM Balance Sheet.
(f) All of the buildings, fixtures, furniture and equipment necessary for the conduct of the businesses of the AIM Entities are in adequate condition and repair, ordinary wear and tear excepted, and are usable in the Ordinary Course of Business. Each of the AIM Entities owns, or leases under valid leases, all buildings, fixtures, furniture, personal property, land improvements and equipment necessary for the conduct of its business as it is presently being conducted.

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(g) Schedule 4.15(g) lists all lease agreements pursuant to which any AIM Entity leases Real Property to any Person other than an AIM Entity. Each such lease agreement is in full force and effect.
4.16 Intellectual Property.
(a) Each of the AIM Entities owns or possesses valid and binding licenses and other rights to use all Intellectual Property that is listed and described in Schedule 4.16 (other than commercially available “shrink wrap” or “click wrap” licenses), and none of the AIM Entities has received any written notice of conflict or allegation of invalidity with respect thereto that asserts the right of others. Each of the AIM Entities owns or has a valid right to use the Intellectual Property, free and clear of all liens (except any restrictions set forth in Contracts relating to any licensed Intellectual Property), and has performed all the obligations required to be performed by it and is not in default under any Contract relating to any of the foregoing. To the Knowledge of AIM, such Intellectual Property is valid and enforceable.
(b) (i) Each of the AIM Entities owns or is validly licensed to use (in each case, free and clear of any Encumbrances, except any restrictions set forth in Contracts relating to any licensed Intellectual Property) all Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) to the Knowledge of AIM, the use of any Intellectual Property by the AIM Entities and the conduct of their respective businesses as currently conducted does not infringe on or otherwise violate the legal rights of any Person; (iii) to the Knowledge of AIM, no Person is challenging, infringing on or otherwise violating any right of any of the AIM Entities with respect to any Intellectual Property owned by and/or licensed by such AIM Entity; and (iv) none of the AIM Entities has received any written notice of any pending Litigation against an AIM Entity with respect to any Intellectual Property used by such AIM Entity, and, to the Knowledge of AIM, no facts or events exist that would give rise to any Litigation against any of the AIM Entities with respect to Intellectual Property.
4.17 Environmental Matters.
(a) As used in this Section 4.17, the following terms have the following meanings:
(i) “Environmental Costs” means any and all costs and expenditures, including any fees and expenses of attorneys and of environmental consultants or engineers incurred in connection with investigating, defending, remediating or otherwise responding to any Release of Hazardous Materials, any violation or alleged violation of Environmental Law, any fees, fines, penalties or charges associated with any governmental authorization, or any actions necessary to comply with any Environmental Law.
(ii) “Environmental Law” means any Law, Governmental Authorization or Governmental Order relating to pollution, contamination, Hazardous Materials or protection of the environment.

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(iii) “Hazardous Materials” means any dangerous, toxic or hazardous pollutant, contaminant, chemical, waste, material or substance as defined in or governed by any Law relating to such substance or otherwise relating to the environment or human health or safety, including any waste, material, substance, pollutant or contaminant that would reasonably be expected to cause any injury to human health or safety or to the environment or would reasonably be expected to subject the owner or operator of the Leased Operating Real Property to any Environmental Costs or Liability under any Environmental Law.
(iv) “List” means the United States Environmental Protection Agency’s National Priorities List of Hazardous Waste Sites or any other list, schedule, log, inventory or record, however defined, maintained by any Governmental Entity with respect to sites from which there has been a Release of Hazardous Materials.
(v) “Regulatory Action” means any Litigation with respect to any of the AIM Entities brought or instigated by any Governmental Entity in connection with any Environmental Costs, Release of Hazardous Materials or any Environmental Law.
(vi) “Release” means the spilling, leaking, disposing, discharging, emitting, depositing, ejecting, leaching, escaping or any other release or threatened release, however defined, whether intentional or unintentional, of any Hazardous Material.
(vii) “Third-Party Environmental Claim” means any litigation (other than a Regulatory Action) based on negligence, trespass, strict liability, nuisance, toxic tort or any other cause of action or theory relating to any Environmental Costs, Release of Hazardous Materials or any violation of Environmental Law.
(b) No Third-Party Environmental Claim or Regulatory Action is pending or, to the Knowledge of AIM, threatened against any AIM Entity.
(c) None of the Owned Real Property, the Leased Real Property or any OREO held by any AIM Entity is listed on a List.
(d) All transfer, transportation or disposal of Hazardous Materials by any of the AIM Entities to properties not owned, leased or operated by such AIM Entity has been in compliance with applicable Environmental Law; and none of the AIM Entities transported or arranged for the transportation of any Hazardous Materials to any location that is (i) listed on a List, (ii) listed for possible inclusion on any List or (iii) the subject of any Regulatory Action or Third-Party Environmental Claim.
(e) Except as set forth on Schedule 4.17(e), to the Knowledge of AIM, no Owned Real Property, OREO or Leased Real Property held by any AIM Entity has ever been used as a landfill, dump or other disposal, storage, transfer, handling or treatment area for Hazardous Materials, or as a gasoline service station or a facility for selling,

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dispensing, storing, transferring, disposing or handling petroleum and/or petroleum products.
(f) There has not been any Release of any Hazardous Material by any AIM Entity, or any Person under its control, or, to the Knowledge of AIM, by any other Person, on, under, about, from or in connection with the Owned Real Property and any OREO held by any AIM Entity, including the presence of any Hazardous Materials that have come to be located on or under the Owned Real Property or OREO from another location. To the Knowledge of AIM, there has not been any Release of any Hazardous Material by any AIM Entity, or any Person under its control, or, to the Knowledge of AIM, by any other Person, on, under, about, from or in connection with the Leased Real Property, including the presence of any Hazardous Materials that have come to be located on or under the Leased Real Property from another location.
(g) The Operating Real Property and any OREO held by any of the AIM Entities has been used and operated in compliance with all applicable Environmental Laws.
(h) Each of the AIM Entities has obtained all Governmental Authorizations relating to Environmental Laws necessary for the operations of such AIM Entity, and all such Governmental Authorizations relating to the Environmental Laws are listed on Schedule 4.17(h). Each of the AIM Entities has filed all material reports and notifications required to be filed under and pursuant to all applicable Environmental Laws.
(i) No Encumbrance has been attached or filed against any of the AIM Entities in favor of any Person for (i) any Liability under or violation of any applicable Environmental Law, (ii) any Release of Hazardous Materials or (iii) any imposition of Environmental Costs.
(j) Except as set forth on Schedule 4.17(j), no Hazardous Materials have been generated, treated, contained, handled, located, used, manufactured, processed, buried, incinerated, deposited or stored on, under or about any part of the Operating Real Property or any OREO held by any of the AIM Entities, or, to the Knowledge of AIM, any other Person. The Real Property and any OREO of any of the AIM Entities contain no asbestos, urea, formaldehyde, radon at levels above natural background, PCBs or pesticides. Except as set forth on Schedule 4.17(j), no aboveground or underground storage tanks are located on or under the Owned Real Property or any OREO held by any of the AIM Entities, or have been located on or under the Owned Real Property or any OREO held by any of the AIM Entities, and then subsequently been removed or filled. To the Knowledge of AIM, no aboveground or underground storage tanks are located on or under the Leased Real Property, or have been located on or under the Leased Real Property, and then subsequently been removed or filled.
(k) To the Knowledge of AIM, no expenditure will be required in order for Heartland or FB&T to comply with any Environmental Law in effect at the time of Closing in connection with the operation or continued operation of the Operating Real

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Property or any OREO held by any of the AIM Entities in a manner consistent with the present operation thereof.
4.18 Community Reinvestment Act. AimBank had a rating of “satisfactory” or better as of its most recent CRA examination, and AIM has not been advised of, and has no reason to believe that any facts or circumstances exist that would reasonably be expected to cause any of AIM or AimBank to be deemed not to be in satisfactory compliance in any respect with the CRA or to be assigned a rating for CRA purposes by any Governmental Entity charged with the supervision or regulation of banks or bank holding companies or engaged in the insurance of bank deposits (collectively, “Bank Regulators”) of lower than “satisfactory.”
4.19 Information Security.
(a) Since January 1, 2016, there has been no unauthorized disclosure of, or access to, any nonpublic personal information of a customer in the possession of any AIM Entity that would reasonably be expected to result in substantial harm or inconvenience to such customer. AIM has not received written notice of any facts or circumstances exist that would cause any AIM Entity to be deemed not to be in satisfactory compliance in any respect with the applicable privacy of customer information requirements contained in any federal and state privacy Laws, including in Title V of the Gramm-Leach-Bliley Act of 1999.
(b) The records, systems, controls, data and information of each AIM Entity are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the AIM Entities or their authorized representatives (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the AIM Entities.
(c) All information technology and computer systems (including software, information technology and telecommunication hardware and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information, whether or not in electronic format, used in or necessary to the conduct of the businesses of each of the AIM Entities (collectively, “AIM IT Systems”) have been maintained by technically competent personnel, in accordance with standards set by the manufacturers or otherwise in accordance with standards in the industry, to reasonably ensure proper operation, monitoring and use. The AIM IT Systems are in good working condition to perform all information technology operations necessary to conduct business as currently conducted. None of the AIM Entities has experienced within the past three (3) years any material disruption to, or material interruption in, its conduct of its business attributable to a defect, bug, breakdown or other failure or deficiency of the AIM IT Systems. The AIM Entities have taken reasonable measures to provide for the back-up and recovery of the data and information necessary to the conduct of their businesses (including such data and information that is stored on magnetic or optical media in the Ordinary Course of Business) without material disruption to, or material interruption in, the conduct of their

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respective business. None of the AIM Entities is in material breach of any Material Contract related to any AIM IT Systems.
4.20 Tax Matters.
(a) Each of the AIM Entities (i) has timely filed (or has had timely filed on its behalf) each Return required to be filed or sent by it in respect of any Taxes, each of which was correctly completed and accurately reflected any Liability for Taxes of the relevant AIM Entity in all material respects, and any Affiliate of such entity, covered by such Return, (ii) timely and properly paid (or had paid on its behalf) all Taxes due and payable for all Tax periods or portions thereof whether or not shown on such Returns, (iii) established on the books of account of the relevant AIM Entity, in accordance with GAAP and consistent with past practices, adequate reserves for the payment of any Taxes not then due and payable and (iv) complied in all material respects with all applicable Laws relating to the withholding of Taxes and the payment thereof in connection with any amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.
(b) Except as set forth on Schedule 4.20(b), each AIM Entity has made (or caused to be made on its behalf) all estimated Tax payments required to have been made to avoid any underpayment penalties.
(c) There are no Encumbrances for Taxes upon any assets of any AIM Entity, except Permitted Encumbrances.
(d) No AIM Entity has requested any extension of time within which to file any Return, which Return has not since been filed.
(e) No deficiency for any Taxes has been proposed, asserted or assessed against any AIM Entity that has not been resolved and paid in full. No waiver, extension or comparable consent given by any AIM Entity regarding the application of the statute of limitations with respect to any Taxes or any Return is outstanding, nor is any request for any such waiver or consent pending. Except as set forth on Schedule 4.20(e), there has been no Tax audit or other administrative proceeding or court proceeding with regard to any Taxes or any Return of any AIM Entity for any Tax year subsequent to the year ended December 31, 2014, nor is any such Tax audit or other proceeding pending, nor has there been any notice, in writing, or by other means to the Knowledge of AIM, to any AIM Entity by any Governmental Entity regarding any such Tax audit or other proceeding, nor has any such Tax audit or other proceeding been threatened, in writing, or by other means to the Knowledge of AIM, with regard to any Taxes or Returns. Except as set forth on Schedule 4.20(e), there are no outstanding subpoenas or requests for information with respect to any of the Returns of any AIM Entity. No AIM Entity has entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision under any other Law.
(f) Except as set forth on Schedule 4.20(f), no additional Taxes will be assessed against any AIM Entity for any Tax period or portion thereof ending on or prior

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to the Effective Date that will exceed the estimated reserves for Taxes established by the relevant AIM Entity that will be taken into account in determining the Adjusted Tangible Common Equity. There are no unresolved questions, claims or disputes concerning the Liability for Taxes of any AIM Entity.
(g) Schedule 4.20(g) lists all federal, state, local and foreign income Tax Returns filed with respect to the AIM Entities for taxable periods ended on or after December 31, 2014, indicates those Returns that have been audited and indicates those Returns that currently are the subject of audit. True and complete copies of the Returns of each AIM Entity, as filed with the IRS and all state or local Tax jurisdictions for the years ended December 31, 2016, 2017 and 2018 have been delivered to Heartland.
(h) No AIM Entity has any Liability for Taxes in a jurisdiction where it does not file a Return, nor has any AIM Entity received notice from a taxing authority in such a jurisdiction that it is or may be subject to taxation by that jurisdiction.
(i) No AIM Entity is a party to any Contract that would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code, and the consummation of the transactions contemplated by this Agreement will not be a factor causing payments to be made by any AIM Entity or any other Person that are not deductible (in whole or in part) as a result of the application of Section 280G of the Code.
(j) No AIM Entity will be required to include in a taxable period ending after the Effective Date taxable income attributable to income that accrued in a taxable period prior to the Effective Date but was not recognized for Tax purposes in such prior taxable period (or to exclude from taxable income in a taxable period ending after the Effective Date any deduction the recognition of which was accelerated from such taxable period to a taxable period prior to the Effective Date) as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting, Code Section 481 or Code Section 108(i) or comparable provisions of state, local or foreign Tax Law, or for any other reason.
(k) No closing agreements, private letter rulings or similar agreements or rulings have been entered into or issued by any Governmental Entity with respect to any AIM Entity, which would be binding following the Effective Time, and no such agreements or rulings have been applied for and are currently pending.
(l) Except for the Tax Allocation Agreement, dated as of January 1, 2018, by and between AIM and AimBank, no AIM Entity is a party to any Tax allocation, sharing, indemnity, or reimbursement agreement or arrangement (other than any customary Tax indemnification provisions in ordinary course commercial agreements or other arrangements that are not primarily related to Taxes).
(m) No AIM Entity has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

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(n) No AIM Entity (i) has been a member of an affiliated group filing a consolidated Return (other than a group the common parent of which was AIM) or (ii) has any Liability for the Taxes of any Person (other than AIM) under Treasury Regulations Section 1.15026 (or any similar provision of Law), as a transferee or successor, by Contract, or otherwise.
(o) No AIM Entity constitutes either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of shares qualifying for tax-free treatment under Section 355 of the Code that (i) took place during the two-year period ending on the date of this Agreement or (ii) could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.
(p) No AIM Entity has engaged in any transaction that is subject to disclosure under Treasury Regulation Section 1.60114 or 1.60114T, or has participated in any “confidential corporate tax shelter” (within the meaning of Treasury Regulation Section 301.6111-2(a)(2)).
(q) No AIM Entity has a “permanent establishment” in any country other than the United States, as such term is defined under any applicable Tax treaty between the United States and such other country.
(r) No power of attorney granted by any AIM Entity relating to Taxes is currently in force.
(s) AIM has made available to Heartland schedules setting forth the income Tax attributes of each AIM Entity (including current and accumulated net operating losses and the adjusted tax basis of the assets of each AIM Entity) and any applicable limitations on the use of those Tax attributes (including prior limitations under Section 382 of the Code), which are true and correct in all material respects.
(t) Each AIM Entity reported all transactions that could give rise to an underpayment of Tax (within the meaning of Section 6662 of the Code) on the relevant Returns in a manner for which there is substantial authority, or adequately disclosed such transactions on the Returns as required in accordance with Section 6662(d)(2)(B) of the Code. No AIM Entity has omitted from gross income on any Return an amount of income that was properly includible on such Return and that exceeds 25% of the amount of gross income stated in the Return, other than an amount with respect to which information is disclosed on the Return that is sufficient to apprise the IRS of the nature and amount of the item, in accordance with the provisions of Code Section 6501(e)(1)(B)(iii) and Treasury Regulations Section 301.6501(e)-1(a)(1)(iv).
(u) Except as set forth on Schedule 4.20(u), there is no Contract, plan or arrangement, including this Agreement, pursuant to which any current or former employee of any AIM Entity would be entitled to receive any payment as a result of the

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transactions contemplated by this Agreement that would not be deductible under Section 404 or 162(m) of the Code.
(v) Except as set forth on Schedule 4.20(v), no AIM Entity has been a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Taxes potentially applicable as a result of such membership or holding has not expired.
(w) No property of any AIM Entity is (i) property that the relevant AIM Entity is or will be required to treat as being owned by another Person under the provisions of Section 168(f)(8) of the Code (as in effect prior to amendment by the Tax Reform Act of 1986), (ii) “tax-exempt use property” within the meaning of Section 168(h) of the Code or (iii) “tax-exempt bond financed property” within the meaning of Section 168(g)(5) of the Code.
(x) None of the Indebtedness of any AIM Entity constitutes (i) “corporate acquisition indebtedness” (as defined in Section 279(b) of the Code) with respect to which any interest deductions may be disallowed under Section 279 of the Code or (ii) an “applicable high yield discount obligation” under Section 163(i) of the Code, and none of the interest on any such indebtedness will be disallowed as a deduction under any other provision of the Code.
(y) No AIM Entity has taken or agreed to take any action, or knows of any circumstances, that would prevent the acquisition contemplated by this Agreement from qualifying as a reorganization within the meaning of Section 368(a) of the Code.
(z) AIM validly elected to be an “S corporation” within the meaning of Sections 1361 and 1362 of the Code for all periods from January 1, 2007 through December 31, 2017. For all periods from January 1, 2007 through December 31, 2017, AIM also validly elected (or is so treated due to its federal election) to be an “S corporation” in all states and local jurisdictions which recognize such status and in which it would, absent such an election, be subject to corporate income Tax. There has been no basis for the revocation or other termination of AIM’s “S corporation” election at any time from January 1, 2007 through December 31, 2017. Neither AIM nor any other Person has taken any action that would have caused AIM to cease being an “S corporation” for federal, state or local Tax purposes at any time from January 1, 2007 through December 31, 2017.
(aa) A valid election was made for AimBank to be a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code for all periods from January 1, 2007 through December 31, 2017. For all periods from January 1, 2007 through December 31, 2017, a valid election was also made for AimBank to be a “qualified subchapter S subsidiary” in all states and local jurisdictions which recognize such status and in which it would, absent such an election, be subject to corporate income Tax (or AimBank is so treated in all such states and local jurisdictions due to its federal election). There has been no basis for the revocation or other termination of AimBank’s “qualified subchapter S subsidiary” election at any time from January 1, 2007 through

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December 31, 2017, and neither AIM nor any other Person has taken any action that would have caused AimBank to cease being a “qualified subchapter S subsidiary” for federal, state or local Tax purposes at any time from January 1, 2007 through December 31, 2017.
(bb) AIM revoked its election to be an “S corporation” in accordance with the requirements of Section 1362(d)(1) of the Code and Treasury Regulations Section 1.13622(a), effective as of January 1, 2018. AIM has been properly treated as a “C corporation” for federal, state and local income Tax purposes for all periods on and after January 1, 2018.
(cc) True and complete copies of the “S corporation” and the “qualified subchapter S subsidiary” elections, any elections made under Sections 1361(d) or (e) of the Code by trusts that are or were at any time shareholders of AIM, the revocation of AIM’s “S corporation” election, and the acceptances by the IRS of such elections have been delivered to Heartland.
(dd) No AIM Entity has any liability for Tax under Section 1374 of the Code that has not been satisfied in full.
(ee) The Statutory Trust is, and has been at all times since its inception, a grantor trust under subpart E, Part I of subchapter J of the Code, and not an association or publicly traded partnership taxable as a corporation. All of the AIM Entities have, at all relevant times since the formation of the Statutory Trust, treated the Statutory Trust as a grantor trust for all U.S. federal, state and local Tax purposes. The Statutory Trust has timely filed (or has had timely filed on its behalf) each Return required to be filed or sent by it in respect of any Taxes, each of which was correctly completed and accurately reflected Liability for Taxes (if any) of the Statutory Trust in all material respects. At all times since the issuance of the Statutory Trust Securities that are Capital Securities of the Statutory Trust, the principal amounts, interest and other amounts due and payable on such Capital Securities have been paid in accordance with the terms of the relevant Statutory Trust Indenture and other applicable agreements, without any deferral of interest thereon.
4.21 Contracts and Commitments.
(1)Schedule 4.21(a) lists the following Contracts to which any of the AIM Entities is a party or subject or by which it is bound (such Contracts required to be listed on Schedule 4.21(a), the “Material Contracts”):
(i) any employment, agency, collective bargaining Contract or consulting or independent contractor Contract;
(ii) any written or oral Contract relating to any severance pay for any Person;

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(iii) any written or oral Contract creating, modifying, memorializing or otherwise related to any obligation of any of the AIM Entities upon a change of control;
(iv) any Contract to repurchase assets previously sold (or to indemnify or otherwise compensate the purchaser in respect of such assets), except for securities sold under a repurchase agreement providing for a repurchase date 30 days or less after the purchase date;
(v) any (A) contract or group of related contracts with the same party for the purchase or sale of products or services, under which the undelivered balance of such products and services has a purchase price in excess of $75,000 for any individual contract or $150,000 for any group of related contracts in the aggregate, or (B) other contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, which is not entered into in the Ordinary Course of Business and is either not terminable by it on 30 days’ or less notice without penalty or involves more than $75,000 for any individual contract or $150,000 in the aggregate for any group of related contracts;
(vi) any Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit any AIM Entity from freely engaging in business anywhere in the world or prohibiting the solicitation of the employees or contractors of any other entity;
(vii) any stock purchase, stock option, restricted stock or restricted stock unit or stock incentive plan;
(viii) any Contract for capital expenditures in excess of $75,000;
(ix) any partnership agreement, joint venture agreement, limited liability company agreement, agreement among shareholders, investor rights agreement or other similar Contract or arrangement;
(x) any Contract with a Governmental Entity;
(xi) any Contract pursuant to which any AIM Entity grants or makes available, or is granted or receives, any license, or other right requiring an expenditure in excess of $100,000 annually, with respect to any material Intellectual Property in each case that is reasonably necessary to operate the businesses of the AIM Entities in the Ordinary Course of Business consistent, in the case of AimBank, with safe and sound banking practices (other than non-exclusive licenses to commercially available software);
(xii) any Contract relating to Indebtedness of more than $200,000 of any AIM Entity (other than, in the case of AimBank, deposit agreements or repurchase agreements (A) entered into in the Ordinary Course of Business

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consistent with safe and sound banking practices and on the same terms as those contained in the standard deposit agreement of AimBank, and (B) evidencing deposit Liabilities of AimBank);
(xiii) any Contract the costs of which are Transaction Expenses; and
(xiv) any other Contract material to the businesses of the AIM Entities, taken as a whole, which is not entered into in the Ordinary Course of Business.
(b) Each of the AIM Entities has performed all obligations required to be performed by it prior to the date hereof in connection with the Contracts or commitments set forth on Schedule 4.21(a), and none of the AIM Entities is in receipt of any claim of default under any Contract or commitment set forth on Schedule 4.21(a), except for any failures to perform, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on the AIM Entities or materially adversely affect the consummation of the transactions contemplated hereby. None of the AIM Entities has any present expectation or intention of not fully performing any material obligation pursuant to any Contract or commitment set forth on Schedule 4.21(a). To the Knowledge of AIM, there has been no cancellation, breach or anticipated breach by any other party to any Contract or commitment set forth on Schedule 4.21(a), except for any cancellation, breach or anticipated breach which would not, individually or in the aggregate, have a Material Adverse Effect on the AIM Entities, or materially adversely affect the consummation of the transactions contemplated hereby.
4.22 Litigation. Schedule 4.22 lists all Litigation pending or, to the Knowledge of AIM, threatened against any of the AIM Entities, and each Governmental Order to which any of the AIM Entities is subject. To the Knowledge of AIM, there are no facts that would reasonably be expected to give rise to other Litigation against any of the AIM Entities. None of the matters set forth on Schedule 4.22, individually or in the aggregate, will have or would reasonably be expected to have a Material Adverse Effect on the AIM Entities, or the materially adversely affect the consummation of the transactions contemplated hereby.
4.23 Financial Advisor. Except as provided in the engagement letter dated February 28, 2019, by and among AIM, Hillworth LLC and the firm identified on Schedule 4.34, and the fees and compensation payable to the firm identified on Schedule 4.34, there are no claims for brokerage commissions, finders’ fees, financial advisory fees or similar compensation in connection with the transactions contemplated by this Agreement based on any Contract made by or on behalf of any AIM Entity.
4.24 Employees.
(a) Schedule 4.24(a) lists, as of December 31, 2019, (i) each employee of each of the AIM Entities as of the date of this Agreement, and indicates for each such employee, and in the aggregate, (ii) which AIM Entity employs such employee, (iii) whether such employee is full-time, part-time or on temporary status, (iv) whether such employee is an exempt or non-exempt employee under the Fair Labor Standards Act or applicable state law, (v) whether the employee is a salaried or hourly employee,

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(vi) the employee’s annual salary, wages and/or any other compensation arrangement (including compensation payable or for which such employee may be eligible pursuant to bonus, incentive, deferred compensation or commission arrangements), (vii) the number of hours of PTO, vacation time, and/or sick time that the employee has accrued as of the date hereof and the aggregate dollar amount thereof, (viii) the date of commencement of the employee’s employment, (ix) the employee’s position and/or title, (x) whether such employee is or will be on a leave of absence, including any protected leave under federal or state Law, as of the Effective Time, and (xi) whether such employee has any written or oral Contract with any of the AIM Entities or otherwise is other than an employee at-will. To the Knowledge of AIM, no executive or managerial employee of any of the AIM Entities and no significant group of employees of any of the AIM Entities has any plans to terminate his, her or their employment.
(b) Each of the AIM Entities has complied in all material respects with all applicable Laws relating to employment and employment practices and/or the engagement of independent contractors, including but not limited to those Laws relating to the classification of employees as exempt or non-exempt employees or the classification of workers as independent contractors, calculation and payment of wages (including overtime pay, maximum hours of work and child labor restrictions), equal employment opportunity (including Laws prohibiting discrimination and/or harassment or requiring accommodation on the basis of race, color, national origin, religion, gender, disability, age, sexual orientation or any other protected characteristic under any federal, state or local Law), protected leaves of absence (including leave under the Family Medical Leave Act), the protection of whistleblowers, affirmative action and other hiring practices, immigration, occupational safety and health, workers compensation, unemployment insurance, the payment of social security and other Taxes, the protection of confidential information, and/or unfair labor practices under the National Labor Relations Act or applicable state Law, and, to the Knowledge of AIM, there are no facts which would constitute a violation of any applicable Law relating to employment and employment practices and/or the engagement of independent contractors.
(c) To the Knowledge of AIM, no employee of any AIM Entity is subject to any secrecy or noncompetition agreement or any other Contract or restriction of any kind that would impede in any way the ability of such employee to carry out fully all activities of such employee in furtherance of the businesses of any AIM Entity as currently conducted.
(d) There are no employees of any AIM Entities who, as of the date of this Agreement, hold a temporary work authorization, including H1B, L1, F1 or J1 visas or work authorizations.
(e) The employment of all employees of any of the AIM Entities who were terminated within the three (3) years prior to the Effective Time was terminated in accordance with any applicable contract terms and applicable Law, and none of the AIM Entities has any Liability under any Contract or applicable Law applicable to any such terminated employee. Except as set forth in Schedule 4.24(e), the transactions contemplated by this Agreement will not cause any AIM Entity to incur or suffer any

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Liability relating to, or obligation to pay, severance, termination or other payment to any Person.
(f) None of the AIM Entities is subject to any outstanding Governmental Order requiring any action with respect to or related to the employment of any employees, or the engagement of any independent contractors or consultants, including any temporary, preliminary or permanent injunction.
(g) All loans that any AIM Entity has outstanding to any of its employees were made in the Ordinary Course of Business on the same terms as would have been provided to a Person not Affiliated with such AIM Entity, and all such loans with a principal balance exceeding $100,000, or that are nonaccrual or on the watch list of any AIM Entity, are set forth in Schedule 4.24(g).
(h) No employee of any AIM Entity is covered by any collective bargaining agreement, and no collective bargaining agreement is being negotiated. Within the last five years, none of the AIM Entities has experienced and, to the Knowledge of AIM, there has not been threatened, any strike, work stoppage, slowdown, lockout, picketing, leafleting, boycott, other labor dispute, union organization attempt, demand for recognition from a labor organization or petition for representation under the National Labor Relations Act or applicable state Law. No grievance, demand for arbitration or arbitration proceeding arising out of or under any collective bargaining agreement is pending or, to the Knowledge of AIM, threatened.
(i) No Litigation is pending or, to the Knowledge of AIM, threatened between any AIM Entity and any applicant for employment of such AIM Entity or any of its current or former employees, independent contractors or consultants, or any class or collective of any of the foregoing, including any Litigation in or before:
(i) any federal or state court;
(ii) the Equal Employment Opportunity Commission or any corresponding state or local fair employment practices agency relating to any claim or charge of discrimination or harassment in employment;
(iii) the United States Department of Labor or any corresponding state or local agency relating to any claim or charge concerning hours of work, wages or employment practices;
(iv) the Occupational Safety and Health Administration or any corresponding state or local agency relating to any claim or charge concerning employee safety or health;
(v) the Office of Federal Contract Compliance or any corresponding state agency;
(vi) the IRS or any corresponding state agency;

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(vii) the National Labor Relations Board or any corresponding state agency, whether relating to any unfair labor practice or any question concerning representation; and/or
(viii) any Texas or other state Governmental Entity;
and, to the Knowledge of AIM, there are no facts that would form a reasonable basis for any such Litigation.
(j) Each of the AIM Entities has correctly classified its current and former employees (collectively, the “AIM Employees”) as exempt or non-exempt in compliance with the Fair Labor Standards Act and/or any corresponding state Law.
(k) Each of the AIM Entities has classified all independent contractors in compliance with the Fair Labor Standards Act and/or any corresponding state Law.
(l) Each of the AIM Entities has paid in full to all AIM Employees all wages, salaries, bonuses and commissions due and payable to such employees under any contract or Law, and has fully reserved in its books of account all amounts for wages, salaries, bonuses and commissions due but not yet payable to such employees, and has withheld and paid all amounts required by Law to be withheld and paid from the compensation paid to AIM Employees, as Taxes or otherwise, and it not liable for any arrears of wages or Taxes or any penalties for failure to comply with the foregoing.
(m) There has been no lay-off of employees or work reduction program undertaken by or on behalf of any AIM Entity in the past two years, including any termination program for purposes of the Age Discrimination in Employment Act or any plant closing or mass layoff for purposes of the WARN Act, and no such program has been adopted by any AIM Entity or been publicly announced.
(n) Each of the AIM Entities properly has maintained all insurance related to the employment of any AIM Employee, including workers’ compensation and unemployment insurance coverage, to the extent required by any Law. There are no workers’ compensation or unemployment claims pending against any of the AIM Entities or, to the Knowledge of AIM, any facts that would reasonably give rise to such a claim, that are not fully covered by insurance indemnity with respect to the amount of such claims.
(o) Except as set forth on Schedule 4.24(o), none of the AIM Entities is under any obligation related to the garnishment of wages for any of its employees as of the date of this Agreement.
(p) Each of the AIM Entities has implemented commercially reasonable policies and practices for the protection of confidential and proprietary business information, including intellectual property, and has required each AIM Employee who has or reasonably could have been expected to have access to confidential or proprietary business information of any of the AIM Entities to acknowledge and agree in writing to

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comply with policies of the AIM Entities regarding the protection of all such confidential and proprietary business information (which policies AIM believes are reasonable and customary in the banking industry).
4.25 Employee Benefit Plans.
(a) Schedule 4.25(a) sets forth all Plans by name and brief description identifying: (i) the type of Plan, (ii) the funding arrangements for the Plan, (iii) the sponsorship of the Plan, (iv) the participating employers in the Plan, and (v) any one or more of the following characteristics that may apply to such Plan: (A) defined contribution plan as defined in Section 3(34) of ERISA or Section 414(i) of the Code, (B) defined benefit plan as defined in Section 3(35) of ERISA or Section 414(j) of the Code, (C) Plan that is or is intended to be Tax qualified under Section 401(a) or 403(a) of the Code, (D) Plan that is or is intended to be an employee stock ownership plan as defined in Section 4975(e)(7) of the Code (and whether or not such Plan has entered into an exempt loan), (E) nonqualified deferred compensation arrangement, (F) employee welfare benefit plan as defined in Section 3(1) of ERISA, (G) multiemployer plan as defined in Section 3(37) of ERISA or Section 414(f) of the Code, (H) multiple employer plan maintained by more than one employer as defined in Section 413(c) of the Code, (I) Plan providing benefits after separation from service or termination of employment, (J) Plan that owns any AIM or other employer securities as an investment, (K) Plan that provides benefits (or provides increased benefits or vesting) as a result of a change in control of any AIM Entity, (L) Plan that is maintained pursuant to collective bargaining and (M) Plan that is funded, in whole or in part, through a voluntary employees’ beneficiary association exempt from Tax under Section 501(c)(9) of the Code.
(b) There is no corporation, trade or business (separately for each category below that applies): (i) which is (or was during the preceding five years) under common control with any of the AIM Entities within the meaning of Section 414(b) or (c) of the Code; (ii) which is (or was during the preceding five years) in an affiliated service group with any of the AIM Entities within the meaning of Section 414(m) of the Code; (iii) which is (or was during the preceding five years) the legal employer of Persons providing services to any of the AIM Entities as leased employees within the meaning of Section 414(n) of the Code; and (iv) with respect to which any of the AIM Entities is a successor employer for purposes of group health or other welfare plan continuation rights (including Section 601 et. seq. of ERISA) or the Family and Medical Leave Act.
(c) AIM has made available to Heartland true and complete copies of, where applicable: (i) the most recent determination letter, if any, received by any AIM Entity from the IRS regarding each Plan; (ii) the most recent determination or opinion letter ruling, if any, from the IRS that each trust established in connection with Plans which are intended to be tax exempt under Section 501(a) or (c) of the Code are so tax exempt; (iii) all pending applications, if any, for rulings, determinations, opinions, no-action letters and the like filed with any governmental agency (including the Department of Labor, IRS, Pension Benefit Guaranty Corporation and the SEC); (iv) the financial statements for each Plan for the three most recent fiscal or Plan years (in audited form if required by ERISA) and, where applicable, Annual Report/Return (Form 5500) with

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schedules, if any, and attachments for each Plan; (v) the most recently prepared actuarial valuation report for each Plan (including reports prepared for funding, deduction and financial accounting purposes); (vi) plan documents, trust agreements, insurance contracts, service agreements and all related Contracts and documents (including any employee summaries and material employee communications) with respect to each Plan, if any; and (vii) collective bargaining agreements (including side agreements and letter agreements) relating to the establishment, maintenance, funding and operation of any Plan, if any.
(d) Schedule 4.25(d) identifies each employee of the AIM Entities who is: (i) absent from active employment due to short or long term disability; (ii) absent from active employment on a leave pursuant to the Family and Medical Leave Act or a comparable state Law; (iii) absent from active employment on any other leave or approved absence; (iv) absent from active employment due to military service (under conditions that give the employee rights to re-employment); or (v) not an “at will” employee.
(e) With respect to continuation rights arising under federal or state Law as applied to Plans that are group health plans (as defined in Section 601 et. seq. of ERISA), Schedule 4.25(e) identifies: (i) each AIM Employee or qualifying beneficiary who has elected continuation; and (ii) each AIM Employee or qualifying beneficiary who has not elected continuation coverage but is still within the period in which such election may be made.
(f) (i) All Plans intended to be Tax qualified under Section 401(a) or Section 403(a) of the Code have received a determination, opinion or advisory letter stating that they are so qualified; (ii) all trusts established in connection with Plans which are intended to be tax exempt under Section 501(a) or (c) of the Code have received a determination, opinion or advisory letter stating that they are so tax exempt; (iii) to the extent required either as a matter of Law or to obtain the intended tax treatment and tax benefits, all Plans comply in all material respects with the requirements of ERISA and the Code; (iv) all Plans have been maintained and administered (both in form and operation) materially in accordance with the documents and instruments governing the Plans and applicable Law; (v) all reports and filings with governmental agencies (including the Department of Labor, IRS, Pension Benefit Guaranty Corporation and the SEC) required in connection with each Plan have been timely made; (vi) all disclosures and notices required by Law or Plan provisions to be given to participants and beneficiaries in connection with each Plan have been properly and timely made in all material respects; and (vii) each of the AIM Entities has made a good faith effort to comply with the reporting and taxation requirements for FICA Taxes with respect to any deferred compensation arrangements under Section 3121(v) of the Code.
(g) (i) All contributions, premium payments and other payments required to be made in connection with the Plans have been timely made in accordance with applicable Law, (ii) a proper accrual has been made on the books of account of each of the AIM Entities for all contributions, premium payments and other payments due in the current fiscal year, (iii) no contribution, premium payment or other payment has been

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made in support of any Plan that is in excess of the allowable deduction for federal income Tax purposes for the year with respect to which the contribution was made (whether under Section 162, Section 280G, Section 404, Section 419 or Section 419A of the Code or otherwise) and (iv) none of the AIM Entities has any liabilities with respect to any Plan that is subject to Section 301 et seq. of ERISA or Section 412 of the Code, and (v) to the Knowledge of AIM, none of the AIM Entities has any actual or potential Liability arising under Title IV of ERISA as a result of any Plan that has terminated or is in the process of terminating.
(h) Except as disclosed on Schedule 4.25(h):
(i) no action, suit, charge, complaint, proceeding, hearing, investigation or claim is pending with regard to any Plan other than routine uncontested claims for benefits;
(ii) the consummation of the transactions contemplated by this Agreement will not cause any Plan to increase benefits payable to any participant or beneficiary;
(iii) the consummation of the transactions contemplated by this Agreement will not: (A) entitle any AIM Employee to severance pay, unemployment compensation or any other payment, benefit or award, or (B) accelerate or modify the time of payment or vesting, or increase the amount of any benefit, award or compensation due any such employee;
(iv) none of the AIM Entities has been notified that any Plan is currently under examination or audit by the Department of Labor, the IRS, the Pension Benefit Guaranty Corporation or the SEC;
(v) to the Knowledge of AIM, none of the AIM Entities has any actual or potential Liability under Section 4201 et. seq. of ERISA for either a complete withdrawal or a partial withdrawal from a multiemployer plan; and
(vi) with respect to the Plans, to the Knowledge of AIM, none of the AIM Entities has any Liability (either directly or as a result of indemnification) for (and the transaction contemplated by this Agreement will not cause any Liability for): (A) any excise Taxes under Section 4971 through Section 4980B, Section 4999, Section 5000 or any other section of the Code, or (B) any penalty under Section 502(i), Section 502(l), Part 6 of Title I or any other provision of ERISA, or (C) any excise Taxes, penalties, damages or equitable relief as a result of any prohibited transaction, breach of fiduciary duty or other violation under ERISA or any other applicable Law.
(i) Except as disclosed on Schedule 0:
(i) all accruals required under FAS 106 and FAS 112 have been properly accrued on the financial statements of each of AIM Entities;

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(ii) no condition, Contract or Plan provision limits the right of any of the AIM Entities to amend, cut back or terminate any Plan (except to the extent such limitation arises under ERISA or the Code); and
(iii) none of the AIM Entities has any liability for life insurance, death or medical benefits after separation from employment other than (A) death benefits under the Plans identified on Schedule 0, or (B) health care continuation benefits described in Section 4980B of the Code.
(j) Each Plan, or other nonqualified deferred compensation plan of any of the AIM Entities, that is subject to Section 409A of the Code has been designed and has been administered in compliance with Section 409A and the Treasury Regulations thereunder.
(k) Each Plan that is also a “group health plan” for purposes of the Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-148) and the Health Care and Education Reconciliation Act of 2010 (Pub. L. No. 111-152) (collectively, the “Affordable Care Act”) is in compliance with the applicable terms of the Affordable Care Act. Each of the AIM Entities and each Commonly Controlled Entity offer minimum essential health coverage, satisfying affordability and minimum value requirements, to their full time employees (as defined by the Affordable Care Act) sufficient to prevent liability for assessable payments under Sections 4980H(a) and 4980H(b) of the Code. Each Plan that is also a “group health plan” under the Affordable Care Act is operated in compliance with:
(i) market reform mandates set forth under Public Health Services Act Sections 2701 through 2709 and Sections 2711 through 2719A;
(ii) fees and reporting requirements for Patient-Centered Outcomes Research under Code Section 4376 and applicable regulations and transitional reinsurance under 45 C.F.R. Sections 153.10 through 153.420;
(iii) income exclusion provisions under Code Sections 105, 106 and 125;
(iv) information reporting rules as set forth under Sections 6051(a)(14), 6055 and 6056 of the Code; and
(v) standards for electronic transactions and operating rules under Sections 1171 and 1173 of the Social Security Act.
4.26 KSOP Trustees. The Persons set forth on Schedule 4.26 are the duly appointed KSOP Trustees, with the power and authority to act on behalf of the KSOP (a) as fiduciary of the KSOP in the manner described in Section 3(21)(A) of ERISA and (b) on behalf of the KSOP to the extent specified in the KSOP and any related trust or other documents.
4.27 Insurance. (a) Schedule 4.27 hereto lists each insurance policy and bond maintained by each AIM Entity with respect to its properties and assets, or otherwise and (b) Confidential Annex 4.27 contains certain representations and warranties of AIM relating to

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insurance policy coverage. Prior to the date hereof, AIM has delivered to Heartland complete and accurate copies of each of the insurance policies and bonds described on Schedule 4.27. All such insurance policies and bonds are in full force and effect, and none of the AIM Entities is in default with respect to its obligations under any of such insurance policies. There is no claim by any of the AIM Entities pending under any of such policies or bonds as to which coverage has been denied or disputed by the underwriters of such policies or bonds or in respect of which such underwriters have reserved their rights. Each of the AIM Entities will after the Closing continue to have coverage under such policies and bonds with respect to events occurring prior to the Closing, including pursuant to the D&O Insurance tail policy.
4.28 Affiliate Transactions. Except as set forth on Schedule 4.28, none of the AIM Entities or any of their respective executive officers or directors, or any member of the immediate family of any such executive officer or director (which for the purposes hereof will mean a spouse, minor child or adult child living at the home of any such executive officer or director), or any entity which any of such Persons “controls” (within the meaning of Regulation O of the FRB), has any loan agreement, note or borrowing arrangement with any AIM Entity or any other Contract with such AIM Entity (other than normal employment arrangements or deposit account relationships) or any interest in any property, real, personal or mixed, tangible or intangible, used in or pertaining to the business of any AIM Entity.
4.29 Compliance with Laws; Permits.
(a) Except as set forth on Schedule 4.29, each of the AIM Entities is, and at all times since January 1, 2015 has been, in compliance in all material respects with all Laws, Governmental Orders or Governmental Authorizations, including (to the extent applicable) the Bank Holding Company Act, the FDIA, the Occupational Safety and Health Act of 1970, the Home Owners Loan Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act of 1975, the Fair Housing Act, the Equal Credit Opportunity Act and the Federal Reserve Act, each as amended, and any other applicable Governmental Order or Governmental Authorization regulating or otherwise affecting bank holding companies, banks, banking and mortgage lending; and no claims have been filed by any Governmental Entity against any AIM Entity alleging such a violation of any such Law which have not been resolved to the satisfaction of such Governmental Entity.
(b) Since January 1, 2015, none of the AIM Entities has been advised of, and AIM has no reason to believe that, any facts or circumstances exist that could reasonably be expected to cause any AIM Entity to be deemed to be operating its business in violation of any provision of the Bank Secrecy Act, the USA PATRIOT Act of 2001 or any Governmental Order issued with respect to anti-money laundering by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or any other applicable anti-money laundering Law or Governmental Order issued with respect to economic sanctions programs by the U.S. Department of the Treasury’s Office of Foreign Assets Control.
(c) Since January 1, 2015, each of the AIM Entities has held all Governmental Authorizations required for the conduct of its business, except where the failure to hold

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any such Governmental Authorization would not have a Material Adverse Effect on any AIM Entity.
(d) None of the AIM Entities or any of their respective properties is a party to or is subject to any order, decree, directive, agreement or memorandum of understanding with, or a commitment letter or similar submission to, or extraordinary supervisory letter from any Bank Regulator, nor has any of the AIM Entities adopted any policies, procedures or board resolutions at the request or suggestion of, any Bank Regulator. The AIM Entities have paid all assessments made or imposed by any Bank Regulator.
(e) None of the AIM Entities has been advised by, nor, to the Knowledge of AIM, do any facts exist which would reasonably be expected to give rise to an advisory notice by, any Bank Regulator that such Bank Regulator is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, directive, agreement, memorandum of understanding, commitment letter, supervisory letter or similar submission or any request for the adoption of any policy, procedure or board resolution.
(f) (i) No Governmental Entity has initiated since December 31, 2015 or has pending any proceeding, enforcement action or, to the Knowledge of AIM, investigation or inquiry into the business, operations, policies, practices or disclosures of any of the AIM Entities (other than normal examinations conducted by a Bank Regulator in the Ordinary Course of the Business of such AIM Entity), or, to the Knowledge of AIM, threatened any of the foregoing, and (ii) there is no unresolved violation, criticism, comment or exception by any Bank Regulator with respect to any report or statement relating to any examinations or inspections of any of the AIM Entities.
4.30 No Fiduciary Accounts. Except as disclosed on Schedule 4.30, none of the AIM Entities acts as a fiduciary for any customer or account (including acting as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor).
4.31 Interest Rate Risk Management Instruments.
(a) Schedule 4.31 sets forth a true, correct and complete list of all interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which any AIM Entity is a party or by which any of its properties or assets may be bound. AIM has delivered to Heartland true, correct and complete copies of all such interest rate risk management agreements and arrangements.
(b) All interest rate swaps, caps, floors and option agreements and other interest rate risk management arrangements to which any of the AIM Entities is a party or by which any of its properties or assets may be bound were entered into in the Ordinary Course of Business and in accordance in all material respects with prudent banking practice and applicable rules, regulations and policies of Bank Regulators and with counterparties believed to be financially responsible at the time, and are legal, valid and binding obligations enforceable in accordance with their terms (except as may be limited by Remedies Exceptions), and are in full force and effect. Each of the AIM Entities has

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duly performed in all material respects all of its obligations thereunder to the extent that such obligations to perform have accrued; and, to the Knowledge of AIM, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder.
4.32 No Guarantees. No Liability of any AIM Entity is guaranteed by any other Person, nor, except as set forth in Schedule 4.32, has any AIM Entity guaranteed the Liabilities of any other Person.
4.33 Regulatory Approvals. AIM is not aware of any fact or circumstance relating to any AIM Entity that would materially impede or delay receipt of any Bank Regulatory Approvals or that would likely result in the Bank Regulatory Approvals not being obtained.
4.34 Fairness Opinion. AIM has received an opinion from the firm set forth on Schedule 4.34 addressed to the Board of Directors of AIM to the effect that, as of the date of such opinion, and based upon the assumptions, qualifications contained therein, the Merger Consideration is fair, from a financial point of view, to the holders of AIM Common Stock. AIM has obtained the authorization of such firm to include a copy of its fairness opinion in the Proxy Statement/Prospectus.
4.35 Transactions in Securities.
(a) All offers and sales of capital stock of AIM by AIM were at all relevant times exempt from, or complied with, the registration requirements of the Securities Act and any applicable state securities Laws.
(b) None of the AIM Entities, and, to the Knowledge of AIM, (i) no director or executive officer of such AIM Entities and (ii) no Person related to any such director or executive officer by blood, marriage or adoption and residing in the same household has purchased or sold, or caused to be purchased or sold, any AIM Common Stock or other AIM securities in violation of any applicable provision of federal or state securities Laws.
4.36 Registration Obligation. Neither AIM nor AimBank is under any obligation, contingent or otherwise, to register any of their respective securities under the Securities Act.
4.37 Recent AIM Acquisitions.
(a) Except for the Recent AIM Acquisitions, none of the AIM Entities has engaged in an AIM Acquisition since January 1, 2017.
(b) The representations and warranties of AIM and AimBank, as applicable, set forth in the AIM Acquisition Agreements were true and correct as of the dates provided in the AIM Acquisition Agreements, and each of AIM and AimBank, as applicable, has complied in all material respects with its covenants and agreements set forth in the AIM Acquisition Agreements.

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(c) To the Knowledge of AIM, the representations and warranties of the AIM Acquisition Parties in the AIM Acquisition Agreements were true and correct as of the dates provided in the AIM Acquisition Agreements, and the AIM Acquisition Parties have complied in all material respects with their covenants and agreements set forth in the AIM Acquisition Agreements.
(d) Except as set forth on Schedule 4.37(d), no indemnification claims have been made against any of the AIM Entities by any Persons in connection with any of the Recent AIM Acquisitions.
4.38 No Other Representations or Warranties. Except for the representations and warranties made by AIM in this Article 4, neither AIM nor any other Person makes any express or implied representation or warranty with respect to AIM, its Subsidiaries or their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects, and AIM hereby disclaims any such other representations or warranties. In particular, without limiting the foregoing disclaimer, neither AIM nor any other Person makes or has made any representation or warranty to Heartland or any of its Affiliates or Representatives with respect to (i) any financial projection, forecast, estimate, budget or prospective information relating to AIM, any of its Subsidiaries or their respective businesses, or (ii) except for the representations and warranties made by AIM in this Article 4, any oral or written information presented to Heartland or any of its Affiliates or Representatives in the course of their due diligence investigation of AIM, the negotiation of this Agreement or in the course of the transactions contemplated hereby.
ARTICLE 5
CONDUCT OF BUSINESS PENDING THE MERGER

5.1 Conduct of Business. From the date of this Agreement to the Effective Time, unless Heartland will otherwise agree in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as otherwise expressly contemplated or permitted by other provisions of this Agreement, including Schedule 5.1 or except as may be required by applicable Law, any Governmental Order or policies imposed by any Governmental Entity:
(a) (i) the businesses of each of the AIM Entities will be conducted only in, and none of the AIM Entities will take any action except in, the Ordinary Course of Business and in accordance with all applicable Laws and (ii) AIM will take the actions set forth on Confidential Annex 5.1(a)(ii);
(b) each of the AIM Entities will (i) preserve its business organization and goodwill, and will use commercially reasonable efforts to keep available the services of its officers, employees and consultants and maintain satisfactory relationships with vendors, customers and others having business relationships with it, (ii) subject to applicable Laws, confer on a regular and frequent basis with representatives of Heartland to report operational matters and the general status of ongoing operations as reasonably requested by Heartland and (iii) not take any action that would render, or that reasonably would be expected to render, any representation or warranty made by AIM in this

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Agreement untrue at the Closing as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representation or warranty;
(c) none of the AIM Entities will, directly or indirectly,
(i) amend or propose to amend its Charter or Bylaws;
(ii) issue or sell any of its equity securities, securities convertible into or exchangeable for its equity securities, warrants, options or other rights to acquire its equity securities, or any bonds or other securities, except (A) deposit and other bank obligations in the Ordinary Course of Business or (B) pursuant to the exercise of AIM Stock Options outstanding as of the date hereof in accordance with their terms;
(iii) redeem, purchase, acquire or offer to acquire, directly or indirectly, any shares of capital stock of any AIM Entity;
(iv) split, combine or reclassify any outstanding shares of capital stock of any AIM Entity, or declare, set aside or pay any dividend or other distribution payable in cash, property or otherwise with respect to shares of capital stock of any AIM Entity, except that AimBank will be permitted to pay dividends on shares of AimBank Common Stock in the Ordinary Course of Business;
(v) incur any Indebtedness, except in the Ordinary Course of Business;
(vi) discharge or satisfy any material Encumbrance on its properties or assets or pay any material liability, except in the Ordinary Course of Business;
(vii) sell, assign, transfer, mortgage, pledge or subject to any Encumbrance any of its assets, except (A) in the Ordinary Course of Business; provided, that any such sale, assignment or transfer of any Operating Real Property will not be considered in the Ordinary Course of Business, (B) Permitted Encumbrances and (C) Encumbrances which do not materially affect the value of, or interfere with the past or future use or ability to convey, the property subject thereto or affected thereby;
(viii) cancel any material Indebtedness or claims or waive any rights of material value, except in the Ordinary Course of Business;
(ix) engage in any AIM Acquisition;
(x) make any single or group of related capital expenditures or commitments therefor in excess of $75,000 or enter into any lease or group of related leases with the same party which involves aggregate lease payments payable of more than $75,000 for any individual lease or involves more than $100,000 for any group of related leases in the aggregate; or

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(xi) change any of its methods of accounting in effect on the date of the Latest Balance Sheet, other than changes required by GAAP or regulatory accounting principles;
(xii) cancel or terminate its current insurance policies or allow any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse replacement policies providing coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(xiii) enter into or modify any employment, severance or similar agreements or arrangements with, or grant any compensation increases to, any director, officer or management employee, except in the Ordinary Course of Business;
(xiv) enter into or modify any independent contractor or consultant Contract between an AIM Entity and an independent contractor or consultant of such AIM Entity outside of the Ordinary Course of Business in a manner that requires annual payments to such independent contractor or consultant in excess of $100,000;
(xv) terminate the employment of any employee of any AIM Entity, other than in the Ordinary Course of Business;
(xvi) terminate or amend any bonus, profit sharing, stock option, restricted stock, pension, retirement, deferred compensation, or other employee benefit plan, trust, fund, contract or arrangement for the benefit or welfare of any employees, except as contemplated hereunder or by Law and except for the agreements set forth on Schedule 5.1(c);
(xvii) make, modify or revoke any election with respect to Taxes, consent to any waiver or extension of time to assess or collect any Taxes, file any amended Returns or file any refund claim;
(xviii) enter into or propose to enter into, or modify or propose to modify, any Contract with respect to any of the matters set forth in this Section 5.1(c);
(xix) (A) extend credit or enter into any Contract binding any AIM Entity to extend credit except in the Ordinary Course of Business and in accordance with the lending policies of such AIM Entity as disclosed to Heartland, or extend credit or enter into any Contract binding it to extend credit (1) in an amount in excess of $500,000 on an unsecured basis or $1,000,000 on a secured basis, in each case with respect to a single loan, or (2) to any borrower with a loan on the watch list of any AIM Entity without, in each case, first providing Heartland (at least three (3) Business Days prior written notice to extending such credit or entering into any Contract binding any AIM Entity to do so) with a copy of the loan underwriting analysis and credit memorandum of the

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applicable AIM Entity and the basis of the credit decision of such AIM Entity, or (B) sell, assign or otherwise transfer any participation in any loan without first providing Heartland at least three (3) Business Days prior written notice of any such sale, assignment or other transfer; or
(xx) sell any equity securities in its investment portfolio, other than in the Ordinary Course of Business.
5.2 Access to Information; Confidentiality.
(a) AIM will permit and will cause each AIM Entity to permit Heartland full access on reasonable notice and at reasonable hours to the properties of such AIM Entity, and will disclose and make available (together with the right to copy) to Heartland and to the internal auditors, loan review officers, employees, attorneys, accountants and other representatives of Heartland all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of the AIM Entities, including all books of account (including the general ledgers), Tax records, minute books of directors’ and shareholders’ meetings, organizational documents, bylaws, Contracts, filings with any regulatory authority, accountants’ work papers, litigation files (including legal research memoranda), documents relating to assets and title thereto (including abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to the real and personal property), Plans, securities transfer records and shareholder lists, and any books, papers and records relating to other assets, business activities or prospects in which Heartland may have a reasonable interest, including its interest in planning for integration and transition with respect to the businesses of the AIM Entities; provided, however, that (i) the foregoing rights granted to Heartland will in no way affect the nature or scope of the representations, warranties and covenants of AIM set forth herein, and (ii) AIM will be permitted to keep confidential any information that AIM reasonably believes is subject to legal privilege or other legal protection that would be compromised by disclosure to Heartland. In addition, AIM will instruct the officers, employees, counsel and accountants of each of the AIM Entities to be available for, and respond to any questions of, such Heartland representatives at reasonable hours and with reasonable notice by Heartland to such individuals, and to cooperate fully with Heartland in planning for the integration of the businesses of the AIM Entities with the businesses of Heartland and its Affiliates.
(b) For the purpose of AIM verifying the representations and warranties of Heartland under this Agreement and compliance with its covenants and obligations hereunder, Heartland will make available such documents as are reasonably requested by AIM; provided, however, that (i) the foregoing rights granted to AIM will in no way affect the nature or scope of the representations, warranties and covenants of Heartland set forth herein, and (ii) Heartland will be permitted to keep confidential any information that Heartland reasonably believes is subject to legal privilege or other legal protection that would be compromised by disclosure to AIM. AIM will use commercially reasonable efforts to minimize any interference with Heartland’s regular business operations in connection with any request for Heartland to make available documents pursuant to this Section 5.2(b).

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(c) Any confidential information or trade secrets of each party received by the other party, its employees or agents in the course of the consummation of the Merger will be treated confidentially and held in confidence pursuant to the NDA, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information or trade secrets or both will be destroyed by the receiving party or, at the request of the disclosing party, returned to the disclosing party if this Agreement is terminated as provided in Article 8. Such information will not be used by either party or its agents to the detriment of the other party or its Subsidiaries and will at all times be maintained and held in compliance with the NDA.
(d) In the event that this Agreement is terminated, neither Heartland nor AIM will disclose, except as required by Law or pursuant to the request of a Governmental Entity, the basis or reason for such termination, without the consent of the other party.
5.3 Notice of Developments. To the extent permitted by applicable Law, AIM will promptly notify Heartland of any emergency or other change in the Ordinary Course of Business of any of the AIM Entities. Each party will promptly notify the other party in writing if such party should discover that any representation or warranty made by it in this Agreement was when made, has subsequently become or will be on the Closing Date untrue in any respect. No disclosure pursuant to this Section 5.3 will be deemed to amend or supplement the Disclosure Schedules or to prevent or cure any inaccuracy, misrepresentation, breach of warranty or breach of agreement.
5.4 Certain Loans and Related Matters. AIM will make available to Heartland a complete and accurate list as of the end of each calendar month following the date of this Agreement within 25 days after the end of each such calendar month of (a) all of the periodic internal credit quality reports of any AIM Entity prepared during such calendar month (which reports will be prepared in a manner consistent with past practices), (b) all loans of any AIM Entity classified as non-accrual, as restructured, as 90 days past due, as still accruing and doubtful of collection or any comparable classification, (c) all OREO, including in-substance foreclosures and real estate in judgment, (d) all new loans where the principal amount advanced exceeds $500,000, (e) any current repurchase obligations of any AIM Entity with respect to any loans, loan participations or state or municipal obligations or revenue bonds, and (f) any standby letters of credit issued by AimBank.
5.5 Financial Statements and Pay Listings.
(a) AIM will make available to Heartland balance sheets of AIM and AimBank as of the end of each calendar month following the date of this Agreement and the related statements of income, within 25 days after the end of each such calendar month. Such financial statements will be prepared on a basis consistent with the Latest Balance Sheet and the Related Financial Statement and on a consistent basis during the periods involved, and will fairly present the financial positions of AIM and AimBank as of the dates thereof and the results of operations of AIM and AimBank for the periods then ended.

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(b) AIM will make available to Heartland the payroll listings of each of the AIM Entities as of the last day of each pay period ending after the date of this Agreement, within one week after the end of such pay period.
5.6 Consents and Authorizations. AIM will use its commercially reasonable efforts to obtain (at no cost to Heartland), prior to Closing, all Consents (the “Required Consents”) necessary or reasonably desirable for the consummation of the transactions contemplated by this Agreement. AIM will keep Heartland reasonably advised of the status of obtaining the Required Consents, and Heartland will reasonably cooperate with AIM to obtain the Required Consents, which will include providing publicly available financial or other information about Heartland and executing and delivering any consent, assignment or other instrument reasonably requested by any Person providing a Required Consent.
5.7 Tax Matters.
(a) Each AIM Entity, at its own or AIM’s expense, will prepare and timely file (or cause to be prepared and timely filed) all Returns required to be filed by the AIM Entity on or before the Effective Date, and timely pay all Taxes reflected thereon. No later than 10 days prior to the due date (including extensions) for filing any income or franchise Tax Returns referred to in the foregoing sentence, AIM will deliver such Returns to Heartland for review and comment. The relevant AIM Entity will consider the comments of Heartland in good faith and will incorporate comments reasonably requested by Heartland in each such Return prior to filing thereof. With respect to any Returns referred to in the first sentence of this subsection (a), other than income and franchise Tax Returns, AIM will deliver complete and accurate copies of such Returns, as filed, to Heartland within five days after the date of filing of such Returns.
(b) Heartland, at its own expense, will prepare and timely file (or cause to be prepared and timely filed) all Returns of the AIM Entities required to be filed after the Effective Date. Heartland will prepare and file all such Returns in respect of a taxable period which ends on or prior to the Effective Date that are not required to be filed on or before the Effective Date, and all such Tax Returns in respect of a taxable period which begins before and ends after the Effective Date, consistent with past practices of the AIM Entity, to the extent such practices comply with applicable Law.
(c) AIM will be liable for any transfer, value added, excise, stock transfer, stamp, recording, registration and any similar Taxes that become payable in connection with the Merger and other transactions contemplated hereby. The applicable parties will cooperate in preparing and filing such forms and documents as may be necessary to permit any such Transfer Tax to be assessed and paid on or prior to the Effective Date in accordance with any available presale filing procedure, and to obtain any exemption from or refund of any such Transfer Tax.
(d) The AIM Entities and Heartland will cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Returns pursuant to this Section 0 and in connection with any audit, litigation or other proceeding with respect to Taxes. Such cooperation will include the retention and (upon the other party’s

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reasonable request) the provision of records and information (including making such records and information available for copying) which are reasonably relevant to any such audit, litigation or other proceeding, the timely provision to the other party of powers of attorney or similar authorizations necessary to carry out the purposes of this Section 0, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Heartland and each of the AIM Entities agrees to retain all books and records with respect to Tax matters pertinent to the AIM Entities relating to any taxable period which ends on or prior to the Effective Date until the expiration of the statute of limitations (and, to the extent notified by Heartland or its Affiliate, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity.
5.8 No Solicitation.
(a) AIM will not, and AIM will use its commercially reasonable efforts to cause the other AIM Entities and the officers, directors, employees agents and authorized representatives (“Representatives”) of all AIM Entities not to, directly or indirectly, (i) solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal or take any action that would reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any AIM Entity to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or that would reasonably be expected to lead to an Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided, however, that prior to the adoption of this Agreement by the Required AIM Shareholder Vote, this Section 5.8(a) will not prohibit AIM, the Board of Directors of AIM or any representative of AIM from making any inquiries with respect to any Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal to enable the Board of Directors of AIM to make a determination that such Acquisition Proposal is a Superior Proposal or from furnishing nonpublic information regarding the AIM Entities to, or entering into discussions or negotiations with, any Person in response to a Superior Proposal that is submitted to AIM by such Person (and not withdrawn) if (1) neither AIM nor any other AIM Entities and any of their respective Representatives have violated any of the restrictions set forth in this Section 5.8(a), (2) the Board of Directors of AIM concludes in good faith, after having consulted with and considered the advice of outside counsel and financial advisors to AIM, that such action is required in order for the Board of Directors of AIM to comply with its fiduciary obligations to AIM’s shareholders under applicable Law, (3) at least two Business Days prior to furnishing any such nonpublic information to, or entering into discussions with, such Person, AIM gives Heartland written notice of the identity of such Person and of AIM’s intention to furnish nonpublic information to, or enter into discussions with, such Person, and AIM receives from such Person an executed confidentiality agreement containing customary limitations on the use and disclosure of

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all nonpublic written and oral information furnished to such Person by or on behalf of AIM and (4) at least two Business Days prior to furnishing any such nonpublic information to such Person, AIM furnishes such nonpublic information to Heartland (to the extent such nonpublic information has not been previously furnished by the AIM to Heartland). Without limiting the generality of the foregoing, AIM acknowledges and agrees that any violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any AIM Entity or any of its Representatives will be deemed to constitute a breach of this Section 5.8(a) by AIM.
(b) AIM will promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information) advise Heartland orally and in writing of any Acquisition Proposal, any inquiry or indication of interest that would reasonably be expected to lead to an Acquisition Proposal or any request for nonpublic information relating to any of the AIM Entities (including the identity of the Person making or submitting such Acquisition Proposal, inquiry, indication of interest or request, and the terms thereof) that is made or submitted by any Person prior to the Closing Date. AIM will keep Heartland fully informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto.
(c) AIM will immediately cease and cause to be terminated any existing discussions with any Person that relate to any Acquisition Proposal.
(d) AIM will not release or permit the release of any Person from, or waive or permit the waiver of any provision of, any confidentiality, “standstill” or similar agreement to which AIM is a party, and will enforce or cause to be enforced each such agreement at the request of Heartland. AIM will promptly request each Person that has executed, within 12 months prior to the date of this Agreement, a confidentiality agreement in connection with its consideration of a possible Acquisition Transaction or equity investment to return all confidential information heretofore furnished to such Person by or on behalf of AIM.
5.9 Maintenance of Allowance for Loan and Lease Losses; Purchase Discounts.
(a) AIM will cause each AIM Entity to maintain its ALLL in compliance with GAAP and Regulatory Accounting Principles and its existing methodology for determining the adequacy of the ALLL, as well as the standards established by all applicable Governmental Entities and the Financial Accounting Standards Board. AIM agrees that the ALLL of each AIM Entity will be adequate under all standards, and that the ALLL will be consistent with the historical loss experience of the applicable AIM Entity. Without limiting the generality of the foregoing, without the consent of Heartland or as set forth in Schedule 5.9, AIM will not permit any AIM Entity to reverse any amount of its previously established ALLL or allow the ALLL to be less than $13,000,000.

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(b) AIM will cause each AIM Entity to maintain any purchase discounts relating to loans at levels consistent with the requirements of GAAP and Regulatory Accounting Principles.
5.10 Heartland Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of AIM (which will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, Heartland will not, and will not permit any of its Subsidiaries to, except as may be required by applicable Law, any Governmental Order or policies imposed by any Governmental Entity, (a) take any action that would reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement, or (b) take, or omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 7 not being or becoming not being capable of being satisfied.
5.11 AIM Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of Heartland, during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, AIM will not, and will not permit any AIM Entity, except as may be required by applicable Law, any Governmental Order or policies imposed by any Governmental Entity, (a) take any action that would reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement, or (b) take, or omit to take, any action that is reasonably likely to result in any of the conditions to the Merger set forth in Article 7 not being or becoming not being capable of being satisfied.
ARTICLE 6
ADDITIONAL COVENANTS AND AGREEMENTS

6.1 Filings and Regulatory Approvals.
(a) Heartland and AIM will use all commercially reasonable efforts and will cooperate with each other in the preparation and filing of, and Heartland will file, promptly after the date of this Agreement, all applications, notices or other documents required to obtain the Bank Regulatory Approvals and Heartland will provide copies of the non-confidential portions of such applications, filings and related correspondence to AIM. Prior to filing each application, registration statement or other document with the applicable Governmental Entity, each party will provide the other party with an opportunity to review and comment on the non-confidential portions of each such application, registration statement or other document and will discuss with the other party which portions of this Agreement will be designated as confidential portions of such applications. Each party will use all commercially reasonable efforts and will cooperate with the other party in taking any other actions necessary to obtain such regulatory or other approvals and consents, including participating in any required hearings or proceedings. Subject to the terms and conditions herein provided, each party will use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement.

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Heartland will pay, or will cause to be paid, any applicable fees and expenses in connection with the preparation and filing of such regulatory filings necessary to obtain the Regulatory Approvals.
(b) AIM and Heartland will use all commercially reasonable efforts and will cooperate with each other in the preparation and filing of, and AIM will cause AimBank, in consultation with Heartland, to file, promptly after the date of this Agreement, all applications, notices or other documents required to obtain the Dividend Payment Bank Regulatory Approvals, and AIM will provide copies of the non-confidential portions of such applications, filings and related correspondence to Heartland. Prior to filing each application, registration statement or other document with the applicable Governmental Entity, each party will provide the other party with an opportunity to review and comment on the non-confidential portions of each such application, registration statement or other document and will discuss with the other party which portions of this Agreement will be designated as confidential portions of such applications. Each party will use all commercially reasonable efforts and will cooperate with the other party in taking any other actions necessary to obtain such regulatory or other approvals and consents, including participating in any required hearings or proceedings. Heartland will pay, or will cause to be paid, any applicable fees and expenses in connection with the preparation and filing of such regulatory filings necessary to obtain the Dividend Payment Bank Regulatory Approvals. If the Dividend Payment Bank Regulatory Approvals are obtained prior to Closing, AIM will cause AimBank to declare and make dividend payments to the Surviving Corporation as of the Effective Time, in the maximum amount as may be permitted by the Dividend Payment Bank Regulatory Approvals (such dividend payments, the “Special Dividend Payments”). The Special Dividend Payments will be made in cash.
6.2 Shareholder Meeting; Registration Statement.
(a) AIM will call a special meeting of its shareholders (the “AIM Shareholder Meeting”) for the purpose of voting upon this Agreement and the Merger, and will schedule such meeting based on consultation with Heartland as soon as practicable after the Registration Statement is declared effective. Subject to a Change of AIM Board Recommendation, the Board of Directors of AIM will recommend that the shareholders approve this Agreement and the Merger (the “AIM Board Recommendation”) and AIM will use its commercially reasonable efforts (including soliciting proxies for such approval) to obtain the Required AIM Shareholder Vote. The AIM Board Recommendation may not be withdrawn or modified in a manner adverse to Heartland, and no resolution by the Board of Directors of AIM or any committee thereof to withdraw or modify the AIM Board Recommendation in a manner adverse to AIM may be adopted; provided, however, that notwithstanding the foregoing, prior to the adoption of this Agreement by the Required AIM Shareholder Vote, the Board of Directors of AIM may withdraw, qualify or modify the AIM Board Recommendation or approve, adopt, recommend or otherwise declare advisable any Superior Proposal made after the date hereof and not solicited, initiated or encouraged in breach of Section 5.8, if the Board of Directors of AIM determines in good faith, after consultation with outside

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counsel, that failure to do so would be likely to result in a breach of fiduciary duties under applicable law (a “Change of AIM Board Recommendation”). In determining whether to make a Change of AIM Board Recommendation in response to a Superior Proposal or otherwise, the Board of Directors of AIM will take into account any changes to the terms of this Agreement proposed by Heartland or any other information provided by Heartland in response to such notice.
(b) For the purposes of (i) holding the AIM Shareholder Meeting and (ii) registering Heartland Common Stock to be issued to shareholders of AIM in connection with the Merger with the SEC and with applicable state securities authorities, Heartland will prepare, with the cooperation of AIM (which will, for the avoidance of doubt, be given the opportunity to participate in the preparation of the Registration Statement and will have the right to approve the content of the Registration Statement relating to the AIM Entities), a registration statement on Form S4 (such registration statement, together with all and any amendments and supplements thereto, being herein referred to as the “Registration Statement”), which will include a proxy statement/prospectus satisfying all applicable requirements of the Securities Act, the Exchange Act and applicable Blue Sky Laws (such proxy statement/prospectus, together with any and all amendments or supplements thereto, being herein referred to as the “Proxy Statement/Prospectus”).
(c) Heartland will furnish such information concerning Heartland and its Subsidiaries as is necessary in order to cause the Proxy Statement/Prospectus and the Registration Statement, insofar as they relate to Heartland and its Subsidiaries, to be prepared in accordance with Section 0. Heartland agrees promptly to notify AIM if at any time prior to the AIM Shareholder Meeting any information provided by Heartland in the Proxy Statement/Prospectus becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy or omission.
(d) AIM will promptly furnish Heartland with such information concerning AIM or AimBank as is necessary in order to cause the Proxy Statement/Prospectus and the Registration Statement, insofar as they relate to AIM or AimBank, to be prepared in accordance with Section 6.2(b), including the opinion of counsel as to Tax matters required to be filed as an exhibit thereto. AIM agrees promptly to notify Heartland if at any time prior to the AIM Shareholder Meeting any information provided by AIM in the Proxy Statement/Prospectus becomes incorrect or incomplete in any material respect, and to provide Heartland with the information needed to correct such inaccuracy or omission.
(e) Heartland will promptly file the Registration Statement with the SEC and applicable state securities agencies. Heartland will use commercially reasonable efforts to cause (i) the Registration Statement to become effective under the Securities Act and applicable Blue Sky Laws at the earliest practicable date, and (ii) the shares of Heartland Common Stock issuable to the shareholders of AIM to be authorized for listing on the NASDAQ Global Select Market or other national securities exchange. At the time the Registration Statement becomes effective, Heartland will use its commercially reasonable efforts to ensure that the Registration Statement complies in all material respects with the provisions of the Securities Act and applicable Blue Sky Laws. AIM hereby authorizes

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Heartland to utilize in the Registration Statement the information concerning the AIM Entities provided to Heartland for the purpose of inclusion in the Proxy Statement/Prospectus. Heartland will advise AIM promptly when the Registration Statement has become effective and of any supplements or amendments thereto, and Heartland will furnish AIM with copies of all such documents. Prior to the Effective Time or the termination of this Agreement, each party will consult with the other with respect to any material (other than the Proxy Statement/Prospectus) that might constitute a “prospectus” relating to the Merger within the meaning of the Securities Act.
(f) None of the information relating to Heartland and its Subsidiaries that is provided by Heartland for inclusion in: (i) the Proxy Statement/Prospectus, any filings or approvals under applicable federal or state banking Laws or regulations or state securities Laws, or any filing pursuant to the Securities Act will, at the time of mailing the Proxy Statement/Prospectus to AIM’s shareholders, at the time of the AIM Shareholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(g) None of the information relating to the AIM Entities that is provided by AIM for inclusion in: (i) the Proxy Statement/Prospectus, any approvals under applicable federal or state banking Laws or regulations or state securities Laws, or any filing pursuant to the Securities Act will, at the time of mailing the Proxy Statement/Prospectus to AIM’s shareholders, at the time of the AIM Shareholder Meeting and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; and (ii) the Registration Statement will, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
(h) Heartland will bear the costs of all SEC filing fees with respect to the Registration Statement and the costs of qualifying the shares of Heartland Common Stock under the Blue Sky Laws, to the extent necessary. Heartland will also bear the costs of all NASDAQ listing fees with respect to listing the shares of Heartland Common Stock on the NASDAQ Global Select Market or other national securities exchange pursuant to this Agreement. Heartland will bear all printing and mailing costs in connection with the preparation and mailing of the Proxy Statement/Prospectus to AIM shareholders. Heartland and AIM will each bear their own legal and accounting expenses in connection with the preparation of the Proxy Statement/Prospectus and the Registration Statement.
6.3 Establishment of Accruals. If requested by Heartland, on the Business Day immediately prior to the Closing Date, AIM will cause AimBank, consistent with GAAP, to

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establish such additional accruals and reserves as Heartland indicates are necessary to conform its accounting and credit loss reserve practices and methods to those of Heartland (as such practices and methods are to be applied to AimBank from and after the Effective Time) and reflect Heartland’s plans with respect to the conduct of the business of AimBank following the Merger and to provide for the costs and expenses relating to the consummation by AIM of the transactions contemplated by this Agreement; provided, however, that any such accruals and reserves will not affect the determination of Adjusted Tangible Common Equity. No such accruals or reserves will of itself constitute or be deemed to be a breach, violation or failure to satisfy any representation, warranty, covenant, condition or other provision or constitute grounds for termination of this Agreement or be an acknowledgment by AIM (a) of any adverse circumstances for purposes of determining whether the conditions to Heartland’s obligations under this Agreement have been satisfied; or (b) that such adjustment has any bearing on the Merger Consideration or Option Consideration. In no event will any accrual, reserve or other adjustment required or permitted by this Section 6.3 require any prior filing with any Governmental Entity or violate any Law or Governmental Order applicable to AimBank.
6.4 Employee Matters.
(a) General. At the request of Heartland, AIM agrees to terminate any Plans as of the Effective Time on terms reasonably acceptable to Heartland. If any Plans are not so terminated, after the Effective Time, Heartland will have the right to continue, amend, merge or terminate any of such Plans in accordance with the terms thereof and subject to any limitation arising under applicable Law, including Tax qualification requirements. AIM agrees that, at the request of Heartland, each of the AIM Entities and any Commonly Controlled Entity will cease to be a participating employer of, and will cease making contributions to or otherwise providing benefits under, any Plan, as of the Effective Time. If, after the Effective Time, there are any Plans for which the Surviving Corporation or any of its Subsidiaries continues to be a participating employer, Heartland will have the right to discontinue such participation in any of such Plans in accordance with the terms thereof and subject to any limitation arising under applicable Law. However, until Heartland will take such action, such Plans will continue in force for the benefit of present and former employees of the AIM Entities who have any present or future entitlement to benefits under any of the Plans.
(b) Termination of KSOP. Unless Heartland directs AIM otherwise in writing, no later than five Business Days prior to the Closing Date, the Board of Directors of AIM will adopt resolutions, effective immediately prior to the Effective Date, (i) permanently discontinuing contributions to and terminating the KSOP and (ii) amending the KSOP, to the extent necessary, to comply with all applicable Laws. Such resolutions will provide that, as soon as administratively feasible following the Closing, but subject to any applicable regulatory requirements and receipt of any necessary regulatory approvals, the Surviving Corporation will direct the KSOP to distribute each participant’s vested account balance in a single cash lump sum, including vested accounts already in pay status. AIM will also take such other actions in furtherance of the termination of the KSOP as Heartland may reasonably require.

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(c) Participation in Heartland Benefit Plans. As of the Closing Date, each AIM Employee will be eligible to participate in the health, vacation and other non-equity based employee benefit plans of Heartland or its Subsidiaries (the “Heartland Plans”) to the same extent as similarly situated employees of Heartland and to the extent permitted by the applicable Heartland Plan or applicable Law; provided, however, that (i) in the case of the Heartland Plan that is a 401(k) plan, AIM Employees will be able to participate in such plan as of the first day of the month following the month in which the Closing occurs, and (ii) nothing in this Section 6.4(c) or elsewhere in this Agreement will limit the right of Heartland or any of its Subsidiaries to amend or terminate a Heartland Plan at any time. With respect to the Heartland Plans, Heartland will, or will cause the Surviving Corporation or its Subsidiaries to: (x) with respect to each Heartland Plan that is a medical/prescription, dental or vision plan, (A) waive any exclusions for pre-existing conditions under such Heartland Plan that would result in a lack of coverage for any condition for which the applicable AIM Employee would have been entitled to coverage under the corresponding Plan in which such AIM Employee was an active participant immediately prior to his or her transfer to Heartland Plan, (B) waive any waiting period under such Heartland Plan, to the extent that such period exceeds the corresponding waiting period under the corresponding Plan in which such AIM Employee was an active participant immediately prior to his or her transfer to Heartland Plan (after taking into account the service credit provided for herein for purposes of satisfying such waiting period), and (C) so long as the insurance companies of the AIM Entities provide information related to the amount of such credit that is available to Heartland, provide each AIM Employee with credit for deductibles paid by such AIM Employee prior to his or her transfer to a Heartland Plan (to the same extent such credit was given under the analogous Plan prior to such transfer) in satisfying any applicable deductible or out-of-pocket requirements under such Heartland Plan for the plan year that includes such transfer and (y) fully recognize service of the AIM Employees with any of the AIM Entities (including any entities acquired by, or merged with, any AIM Entity) for purposes of eligibility to participate and vesting credit, and, solely with respect to vacation and severance benefits, benefit accrual in any Heartland Plan in which the AIM Employees are eligible to participate after the Closing Date, to the extent that such service was recognized for that purpose under the analogous Plan prior to such transfer. Heartland will extend coverage to AIM Employees for health care, dependent care and limited purpose health care flexible spending accounts established under Section 125 of the Code to the same extent as available to similarly situated employees of Heartland to the extent permitted by the applicable Heartland Plan and applicable Law. Heartland will give effect to any elections made by AIM Employees with respect to such accounts under any flexible benefits cafeteria plan of any AIM Entity to the extent permitted by applicable Law. AIM Employees will be credited with amounts available for reimbursement equal to such amounts as were credited under any flexible benefits cafeteria plan of either AIM or AimBank to the extent permitted by such Heartland Plan and applicable Law. The foregoing will not apply to the extent it would result in duplication of benefits.
(d) Terminated AIM Employees. To the extent that Heartland terminates the employment of any employee of any of the AIM Entities without Cause at, or within nine

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months after, the Effective Time, Heartland will offer such employee severance benefits equal to one week of base compensation for each full year of service to an AIM Entity (including any entities acquired by, or merged with, any AIM Entity), with a minimum of two and a maximum of 12 weeks of severance pay, plus any unused accrued vacation time of such employee up to a maximum of three weeks, subject to the execution of a release of claims against Heartland, the Surviving Corporation and all AIM Entities in a form reasonably acceptable to Heartland.
(e) AIM Employee Retention Program. Prior to the Effective Time, AIM and Heartland will mutually agree on and establish an employee retention bonus program and will allocate pursuant to such program cash awards to certain employees of the AIM Entities, as mutually determined by Heartland and AIM, to facilitate the retention of such employees to remain in the employ of one of the AIM Entities through the completion of the system integration process between the AIM Entities on the one hand, and Heartland on the other hand.
(f) Affordable Care Act Reporting. As of the earlier of the Closing Date or the applicable reporting deadline under the Affordable Care Act, each AIM Entity and any Commonly Controlled Entity will accurately complete and timely file with the IRS, and timely send to all covered individuals, as applicable, any required IRS Forms 1094B, 1095B, 1094C and 1095C for the 2019 calendar year with respect to each Plan that is subject to the Affordable Care Act.
(g) Limitation on Enforcement. This Agreement is an agreement solely between AIM and Heartland. Nothing in this Agreement, including this Section 6.4, whether express or implied, confers upon any employee of any AIM Entity, any employee of Heartland or its Subsidiaries or any other Person, any rights or remedies, including: (i) any right to employment or recall, (ii) any right to continued employment for any specified period, or (iii) any right to any particular compensation, benefit or aggregate benefits, or any other term or condition of employment, of any kind or nature whatsoever.
6.5 Tax Treatment. Neither AIM nor Heartland will take any action that would disqualify the Merger as a “reorganization” within the meaning of Section 368(a) of the Code.
6.6 Updated Schedules. On a date 15 Business Days prior to the Effective Date and on the Effective Date, AIM will modify any Schedule to this Agreement or add any Schedule or Schedules for the purpose of making the representations and warranties to which any such Schedule relates true and correct in all material respects as of such date, whether to correct any misstatement or omission in any Schedule or to reflect any additional information obtained by AIM subsequent to the date any Schedule was previously delivered by AIM to Heartland. Notwithstanding the foregoing, any updated Schedule will not have the effect of making any representation or warranty contained in this Agreement true and correct in all material respects for purposes of Section 7.3(a).
6.7 Indemnification; Directors’ and Officers’ Insurance.

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(a) Heartland agrees that all rights of the present and former directors and officers of any of the AIM Entities to indemnification provided for in the Charter or Bylaws of such AIM Entity, as applicable, as in effect on the date hereof, or required under any applicable Law (including rights to advancement of expenses and exculpation), will survive the Merger and continue in full force and effect until expiration of the applicable statute of limitations (each such director and officer being sometimes hereinafter be referred to as an “Indemnified Party”). Without limiting the generality of the foregoing, Heartland agrees that, following the Effective Time, the Surviving Corporation will indemnify any person made a party to any proceeding by reason of the fact that such person was a director, officer, member or employee of any of the AIM Entities at or prior to the Effective Time to the fullest extent provided in, and will advance expenses in accordance with, the Charter and Bylaws of such AIM Entity, as applicable, in the form previously provided to Heartland and effective as of the date of this Agreement, in each case subject to all the limitations set forth in such Charter and Bylaws. Notwithstanding anything to the contrary contained in this Section 6.7, nothing contained in this Agreement will require Heartland to indemnify, defend or hold harmless any Indemnified Party to a greater extent than any AIM Entity may, as of the date of this Agreement, indemnify, defend and hold harmless such Indemnified Party, and any such indemnification provided pursuant to this Section 6.7 will be provided only to the extent that such indemnification is permitted by any applicable federal or state Laws.
(b) Prior to the Effective Time, AIM will or, if AIM is unable to, Heartland as of the Effective Time will, obtain a “tail” insurance policy with a claims period of at least six (6) years from and after the Effective Time with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable to the Indemnified Parties as the existing policies of the AIM Entities with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). Heartland will pay the premium for such D&O Insurance tail policy; provided, however, that in no event will Heartland be required to expend more than 200% of the current amount expended on an annual basis by AIM and AimBank to procure their existing D&O Insurance policies. If AIM or Heartland for any reason is unable to obtain such tail D&O Insurance policy on or prior to the Effective Time, Heartland will obtain as much as comparable D&O Insurance as is available at a cost in the aggregate for such six-year period up to 200% of the current annual premiums expended by the AIM Entities for their existing D&O Insurance policies. Any insurance premium payments made by Heartland pursuant to this Section 6.7(b) will be considered Transaction Expenses in accordance with the definition of “Transaction Expenses” set forth in Article I.
(c) The provisions of this Section 6.7 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party as if he or she were a party to this Agreement. The indemnification rights provided to each Indemnified Party pursuant hereto will be in addition to all other indemnification rights provided to such Indemnified Party under any Contract between any of the AIM Entities and such Indemnified Party.

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6.8 Statutory Trust. AIM, as the owner of the Statutory Trust Securities that are common securities, will cause the Statutory Trust (a) to remain a statutory trust, (b) to otherwise continue to be classified as a grantor trust for federal income Tax purposes, and (c) to cause each holder of Statutory Trust Securities that are capital securities to be treated as owning an undivided beneficial interest in the Statutory Trust Debentures. Upon the Effective Time, Heartland will assume AIM’s obligations and acquire its rights relating to the Statutory Trust, including AIM’s obligations and rights under the Statutory Trust Debentures, Statutory Trust Securities and the other Statutory Trust Agreements. In connection therewith, AIM will assist Heartland in assuming AIM’s obligations and acquiring its rights under the Statutory Trust, and will provide the documentation required to make such assumption of obligations and acquisition of rights effective including any supplemental indentures or certificates that may be required under the Statutory Trust Agreements. Subject to the terms of the Statutory Trust Securities, immediately prior to the Closing, AimBank will pay, or cause to be paid, to the proper Persons all deferred and accrued but unpaid interest and any outstanding fees relating to the Statutory Trust Debentures and the Statutory Trust. Notwithstanding the second sentence of this Section 6.8, Heartland, in lieu of assuming AIM’s obligations and rights under the Statutory Trust Indentures, may pay in full on the Closing Date all Liabilities of AIM under the Statutory Trust Debentures, the Statutory Trust Securities and the other Statutory Trust Agreements.
6.9 Determination of Adjusted Tangible Common Equity. As soon as practicable after the Determination Date, AIM will prepare the AIM Determination Date Balance Sheet. Within five (5) Business Days following the Determination Date, AIM will prepare and deliver to Heartland its good faith determination of (a) the Adjusted Tangible Common Equity, together with reasonable support therefor (including the AIM Determination Date Balance Sheet), and (b) the AIM Determination Date Transaction Expenses, together with reasonable support therefor. If AIM and Heartland agree on the amount of the Adjusted Tangible Common Equity, such amount will be final and conclusive. If Heartland and AIM disagree as to such calculations and are unable to reconcile their differences in writing within five (5) Business Days, unless otherwise agreed upon by the parties, the items in dispute will be submitted to a mutually acceptable independent national accounting firm in the United States for final determination, and the calculations will be deemed adjusted in accordance with the determination of the independent accounting firm and will become binding, final and conclusive upon all of the parties hereto. The independent accounting firm will consider only the items in dispute and will be instructed to act within five (5) Business Days (or such longer period as AIM and Heartland may agree) to resolve all items in dispute. AIM and Heartland will share equally the payment of reasonable fees and expenses of the independent accounting firm.
6.10 Appointment of FB&T Directors. At the Effective Time, Heartland will cause Wade and at least three other members of the Board of Directors of AIM or AimBank or holders of AIM Common Stock to be determined by Heartland in consultation with AIM to be appointed to the Board of Directors of FB&T. In addition, following the Effective Time, Heartland will cause Wade to be made Vice Chairman of the Board of Directors and Ferrell will be made an advisory director of FB&T.
6.11 Heartland Confidential Information. Any confidential information or trade secrets of each of Heartland and its Subsidiaries received by any of the AIM Entities or its

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employees or agents in the course of the negotiation and consummation of the Merger will be treated confidentially and held in confidence pursuant to the NDA, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information or trade secrets or both will be destroyed by such AIM Entity or, at Heartland’s request, returned to Heartland if this Agreement is terminated as provided in Article 8. Such information will not be used by either of AIM or AimBank or its employees or agents to the detriment of Heartland and its Subsidiaries, and will at all times be maintained and held in compliance with the NDA.
6.12 Indemnification Waiver Agreements. AIM will cause the KSOP Trustees to execute the Indemnification Waiver Agreements.
6.13 KSOP Trustees’ Certificate. AIM will deliver an executed KSOP Trustees’ Certificate.
6.14 Reservation of Heartland Common Stock. Heartland agrees at all times from the date of this Agreement until the Merger Consideration has been paid in full to reserve a sufficient number of shares of Heartland Common Stock to fulfill its obligations under this Agreement.
6.15 Retention Agreements. AIM will use its commercially reasonable efforts to cause the Senior Executives to execute the Retention Agreements.
6.16 Additional Compensation Agreement. AIM will use commercially reasonable efforts to obtain the termination, effective as of the Effective Time, of such Additional Compensation Agreements that AIM and Heartland mutually determine are necessary for compliance with Section 409A of the Code.
ARTICLE 7
CONDITIONS

7.1 Conditions to Obligations of Each Party. The respective obligations of each party to effect the transactions contemplated hereby will be subject to the fulfillment at or prior to the Effective Time of the following conditions:
(a) Regulatory Approvals. The Bank Regulatory Approvals will have been obtained and the applicable waiting periods, if any, under all statutory or regulatory waiting periods will have lapsed. None of the Bank Regulatory Approvals will contain any conditions or restrictions that would (i) be reasonably expected to be materially burdensome on, or impair in any material respect the benefits of the transactions contemplated by this Agreement to Heartland; (ii) require any Person other than Heartland to be deemed a bank holding company under the Bank Holding Company Act; (iii) require any Person other than Heartland to guaranty, support or maintain the capital of AimBank; (iv) prohibit direct or indirect ownership or operation by Heartland of all or a material portion of the business or assets of the AIM Entities or Heartland or any of its Subsidiaries, or compel Heartland or any of its Subsidiaries or any AIM Entity to dispose of or to hold separately all or a material portion of its business or assets or any of its

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Subsidiaries or of such AIM Entity; or (v) require a material modification of, or impose any material limitation or restriction on, the activities, governance, legal structure, compensation or fee arrangements of Heartland or any of its Subsidiaries (any of the foregoing, a “Materially Burdensome Regulatory Condition”); provided, however, that the following will not be deemed to be included in the preceding list and will not be deemed a “Materially Burdensome Regulatory Condition”: (A) any restraint, limitation, term, requirement, provision or condition that applies generally to bank holding companies and banks as provided by Law, written and publicly available supervisory guidance of general applicability, unwritten supervisory guidance of which Heartland has knowledge, in each case, as in effect on the date hereof, or (B) related to the matters set forth on Schedule 7.1.
(b) No Injunction. No injunction or other order entered by a state or federal court of competent jurisdiction will have been issued and remain in effect which would impair the consummation of the transactions contemplated hereby.
(c) No Prohibitive Change of Law. There will have been no Law, domestic or foreign, enacted or promulgated, which would materially impair the consummation of the transactions contemplated hereby.
(d) Governmental Action. There will not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any Governmental Entity which would reasonably be expected to result, directly or indirectly, in (i) restraining or prohibiting the consummation of the transactions contemplated hereby or obtaining material damages from any AIM Entities or Heartland or any of Heartland’s Subsidiaries in connection with the transactions contemplated hereby, (ii) prohibiting direct or indirect ownership or operation by Heartland of all or a material portion of the businesses or assets of any AIM Entity or of Heartland or any of its Subsidiaries, or to compelling Heartland or any of its Subsidiaries or any AIM Entity to dispose of or to hold separately all or a material portion of the business or assets of Heartland or any of its Subsidiaries or of such AIM Entity, as a result of the transactions contemplated hereby, or (iii) requiring direct or indirect divestiture by Heartland of any of its business or assets or of the business or assets of any AIM Entity.
(e) No Termination. No party hereto will have terminated this Agreement as permitted herein.
(f) Shareholder Approval. The Merger will have been approved by the Required AIM Shareholder Vote.
(g) Registration Statement. The Registration Statement will have been declared and will remain effective under the Securities Act, no stop order suspending the effectiveness of the Registration Statement will have been issued and no action, lawsuit, proceeding or investigation for that purpose will have been initiated or threatened by the SEC, and all approvals required under Blue Sky Laws relating to the shares of Heartland Common Stock issuable to the shareholders of AIM hereunder will have been received.

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The shares of Heartland Common Stock issuable to the shareholders of AIM will have been authorized for listing on the NASDAQ Global Select Market or other national securities exchange, subject to official notice of issuance.
7.2 Additional Conditions to Obligation of AIM. The obligation of AIM to consummate the transactions contemplated hereby in accordance with the terms of this Agreement is also subject to the following conditions:
(a) Representations and Warranties. (i) The representations and warranties set forth in Article 3 that are not subject to materiality or Material Adverse Effect qualifications will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date, and (ii) the representations and warranties set forth in Article 3 that are subject to materiality or Material Adverse Effect qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date.
(b) Agreements. Heartland will have performed and complied in all material respects with each of its agreements contained in this Agreement.
(c) Officer’s Certificate. Heartland will have furnished to AIM a certificate of the Chief Executive Officer and Chief Financial Officer of Heartland, dated as of the Closing Date, in which such officers will certify to the conditions set forth in Sections 7.2(a) and (b).
(d) Heartland Secretary’s Certificate. Heartland will have furnished to AIM (i) copies of the text of the resolutions by which the corporate action on the part of Heartland necessary to approve this Agreement and the transactions contemplated hereby were taken, and (ii) a certificate dated as of the Closing Date executed on behalf of Heartland by its corporate secretary or one of its assistant corporate secretaries certifying to AIM that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded.
(e) Change in Control of Heartland. Heartland will not have (i) been merged or consolidated with or into, or announced an agreement to merge with or into, another corporation in any transaction in which the holders of the voting securities of Heartland would not hold a majority of the voting securities of the surviving corporation, (ii) sold all or substantially all of its assets, or (iii) had one Person or group acquire, directly or indirectly, beneficial ownership of more than 50% of the outstanding Heartland Common Stock.
(f) Legal Opinion. AIM will have received an opinion of Fenimore, Kay, Harrison & Ford, LLP that based on the terms of this Agreement and based on certain

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facts, representations and assumptions set forth in such opinion, the Merger will qualify as a reorganization under Section 368(a) of the Code. In rendering such opinion, such counsel may require and rely upon and may incorporate by reference representations and covenants, including representations and covenants contained in certificates of officers of AIM and Heartland.
(g) Other Materials. AIM will have received the materials set forth in Section 2.11(b).
7.3 Additional Conditions to Obligation of Heartland. The obligation of Heartland to consummate the transactions contemplated hereby in accordance with the terms of this Agreement is also subject to the following conditions:
(a) Representations and Compliance. (i) The representations and warranties set forth in Article 4 that are not subject to materiality or Material Adverse Effect qualifications will be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date, and (ii) the representations and warranties set forth in Article 4 that are subject to materiality or Material Adverse Effect qualifications will be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date will only need to have been true on and as of such date.
(b) Agreements. AIM will have performed and complied in all material respects with each of its agreements contained in this Agreement.
(c) Officers’ Certificate of AIM. AIM will have furnished to Heartland a certificate of the Chief Executive Officer and Chief Financial Officer of AIM, dated as of the Closing Date, in which such officers will certify to the conditions set forth in Sections 7.3(a) and 7.3(b).
(d) AIM Secretary’s Certificate. AIM will have furnished to Heartland (i) copies of the text of the resolutions by which the corporate action on the part of AIM necessary to approve this Agreement and the transactions contemplated hereby were taken, and (ii) a certificate dated as of the Closing Date executed on behalf of AIM by its corporate secretary or one of its assistant corporate secretaries certifying to Heartland that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded.
(e) Indemnification Waiver Agreements. AIM will have furnished to Heartland the Indemnification Waiver Agreements executed by the KSOP Trustees.
(f) KSOP Trustees’ Certificate. AIM will have furnished to Heartland copies of the KSOP Trustees’ Certificate executed by the KSOP Trustees.

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(g) Dissenting Shares. The total number of Dissenting Shares will be no greater than seven and one-half percent (7.5%) of the number of issued and outstanding shares of AIM Common Stock.
(h) Required Consents. Each Required Consent will have been obtained and be in full force and effect.
(i) No Equity Claims. No Person (other than a holder of shares of AIM Common Stock) will have asserted that such Person (i) is the owner of, or has the right to acquire or to obtain ownership of, any capital stock of, or any other voting, equity or ownership interest in, either of AIM or AimBank or (ii) is entitled to any of the Merger Consideration.
(j) Wade Employment Agreement. The Wade Employment Agreement will be in full force and effect, and Wade will not have indicated any intention of not fulfilling his obligations under the Wade Employment Agreement.
(k) Ferrell Employment Agreement. The Ferrell Employment Agreement will be in full force and effect, and Ferrell will not have indicated any intention of not fulfilling his obligations under the Ferrell Employment Agreement.
(l) Employment Agreements. Each Employment Agreement entered into by an officer of AimBank prior to, or simultaneously with, the execution of this Agreement will be in full force and effect, and none of such officers will have indicated any intention of not fulfilling his or her obligations under such Employment Agreement.
(m) Interbank Indebtedness; Release of Liens. AIM will have delivered to Heartland on or prior to the second Business Day prior to the Closing Date a payoff letter evidencing the aggregate amount of the Interbank Indebtedness, including (i) a customary statement that (A) if the aggregate amount of the Interbank Indebtedness is paid on the Closing Date, the Interbank Indebtedness will be repaid in full and (B) all Liens securing the Interbank Indebtedness will thereafter be automatically released and terminated, (ii) an authorization to file any Uniform Commercial Code termination statements, terminations and releases of outstanding mortgages and security interests as are reasonably necessary to release such Liens, and (iii) a customary statement that, upon the receipt of payment of the amount of the Interbank Indebtedness, all tangible collateral (including all equity certificates) securing the obligations under the Interbank Indebtedness with respect thereto will be promptly delivered to Heartland (the “Payoff Letter”).
(n) Insurance Confirmation. The insurance-related matters set forth in Confidential Annex 7.3(n) shall have been satisfied.
(o) Other Materials. Heartland will have received the materials set forth in Section 2.11(a).
ARTICLE 8
TERMINATION, AMENDMENT AND WAIVER


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8.1 Reasons for Termination. This Agreement, by written notice given to the other party prior to or at the Closing, may be terminated:
(a) by mutual consent of the Boards of Directors of Heartland and AIM;
(b) by either party in the event a Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated by this Agreement by any Governmental Entity that prohibits the Closing;
(c) by either party in the event any approval, consent or waiver of any Governmental Entity required to permit the consummation of the transactions contemplated by this Agreement will have been denied and such denial has become final and non-appealable (unless such denial arises out of, or results from, a material breach by the party seeking to terminate this Agreement of any representation, warranty or covenant of such party);
(d) by AIM if:
(i) the Closing has not occurred by September 30, 2020 (the “Termination Date”); provided that AIM will not be entitled to terminate this Agreement pursuant to this clause (d)(i) if (x) AIM’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement, (y) AIM has refused, after satisfaction of the conditions set forth in Sections 7.1 and 7.2, to close in accordance with Section 2.11 or (z) the circumstances or events underlying the termination rights set forth in clauses (d)(iii) or (d)(iv) of this Section 8.1 will have occurred;
(ii) Heartland will have breached any representation, warranty or agreement of Heartland in this Agreement in any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by AIM to Heartland;
(iii) at the AIM Shareholder Meeting, this Agreement will not have been duly adopted by the Required AIM Shareholder Vote;
(iv) (A) AIM will have delivered to Heartland a written notice of the intent of AIM to enter into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal based on an Acquisition Proposal received by it, (B) five Business Days have elapsed following delivery to Heartland of such written notice by AIM, (C) during such five Business Day period AIM has fully complied with the terms of Section 5.8, including informing Heartland of the terms and conditions of such Acquisition Proposal and the identity of the Person making such Acquisition Proposal, with the intent of enabling Heartland to agree to a modification of the terms and conditions of this Agreement so that the transactions contemplated hereby may be effected, (D) at

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the end of such five business-day period the Board of Directors of AIM will have continued reasonably to believe that such Acquisition Proposal constitutes a Superior Proposal, (E) AIM pays to Heartland the termination fee in accordance with Section 8.4, and (F) AIM will have entered into a merger, acquisition or other agreement (including an agreement in principle) to effect a Superior Proposal or the Board of Directors of AIM will have resolved to do so;
(v) at any time during the period beginning five Business Days before the anticipated Closing and ending three Business Days prior to the anticipated Closing Date, but only if:
(x) the Heartland Closing Date Stock VWAP is less than the product of 0.85 multiplied by the Initial Heartland Stock Price; and
(y) the number obtained by dividing the Heartland Closing Date Stock VWAP by the Initial Heartland Stock Price is less than the difference of the Index Ratio less 0.15; provided, however, that a termination by AIM pursuant to this Section 8.1(d)(v) will have no force and effect if Heartland agrees in writing (within two Business Days after receipt of AIM’s written notice of such termination) to increase the Exchange Ratio to an amount equal to (i) (X) the Exchange Ratio (determined without regard to the adjustment pursuant to this clause), divided by (Y) the Heartland Closing Date Stock VWAP, multiplied by (ii) the product of 0.85 multiplied by the Initial Heartland Stock Price. Notwithstanding anything to the contrary above, Heartland, at its option, may elect to retain the original Exchange Ratio, and, in lieu of altering such Exchange Ratio, increase the Actual Cash Consideration so that each holder of AIM Common Stock is entitled to receive the same value as of the Effective Time for each share of AIM Common Stock as such holder would have received had the original Exchange Ratio been altered in accordance with the preceding sentence; provided, that, such increase to cash does not affect the intended tax treatment of the Merger. If within such five-Business Day period, Heartland delivers written notice to AIM that Heartland intends to proceed with the Merger by paying such additional consideration as contemplated by this Section 8.1(d)(v), and notifies AIM in writing of the revised Exchange Ratio or the revised Actual Cash Consideration, then no termination will occur pursuant to this Section 8.1(d)(v), and this Agreement will remain in full force and effect in accordance with its terms (except that the Exchange Ratio or the Actual Cash Consideration will be modified in accordance with this Section 8.1(d)(v)).
If Heartland or any company belonging to the Index declares or effects a stock dividend, split-up, combination, exchange of shares or similar transaction between the date of this Agreement and the Determination Date, the prices for the common stock of such company will be appropriately adjusted for the purposes of applying this Section 8.1(d)(v); or

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(vi) any of the conditions set forth in Sections 0 or 0 will have become impossible to satisfy (other than through a failure of AIM to comply with its obligations under this Agreement); or
(e) by Heartland if:
(i) the Closing has not occurred by the Termination Date; provided, that Heartland will not be entitled to terminate this Agreement pursuant to this clause (e)(i) if (x) Heartland’s failure to comply fully with its obligations under this Agreement has prevented the consummation of the transactions contemplated by this Agreement or (y) Heartland has refused, after satisfaction of the conditions set forth in Sections 7.1 or 7.3, to close in accordance with Section 2.11;
(ii) AIM will have breached any representation, warranty or agreement in this Agreement in any material respect and such breach cannot be or is not cured within thirty (30) days after written notice of such breach is given by Heartland to AIM;
(iii) at the AIM Shareholder Meeting, this Agreement will not have been duly adopted by the Required AIM Shareholder Vote;
(iv) at any time during the period beginning five Business Days before the anticipated Closing Date and ending three Business Days prior to the anticipated Closing Date, but only if:
(x) the Heartland Closing Date Stock VWAP is above than the product of 1.15 multiplied by the Initial Heartland Stock Price; and
(y) the number obtained by dividing the Heartland Closing Date Stock VWAP by the Initial Heartland Stock Price is greater than the sum of the Index Ratio plus 0.15; provided, however, that a termination by Heartland pursuant to this Section 8.1(e)(iv) will have no force and effect if AIM agrees in writing (within five Business Days after receipt of Heartland’s written notice of such termination) to decrease the Exchange Ratio to an amount equal to (i) (X) the Exchange Ratio (determined without regard to the adjustment pursuant to this clause), divided by (Y) the Heartland Closing Date Stock VWAP, multiplied by (ii) the product of 1.15 multiplied by the Initial Heartland Stock Price. Notwithstanding anything to the contrary above, AIM, at its option, may elect to retain the original Exchange Ratio, and, in lieu of altering such Exchange Ratio, decrease the Actual Cash Consideration so that each holder of AIM Common Stock is entitled to receive the same value as of the Effective Time for each share of AIM Common Stock as such holder would have received had the original Exchange Ratio been altered in accordance with the preceding sentence. If within such five-Business Day period, AIM delivers written notice to Heartland that AIM intends to proceed with the Merger by decreasing the Merger Consideration as

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contemplated by this Section 8.1(e)(iv)0, and notifies Heartland in writing of the revised Exchange Ratio or the revised Actual Cash Consideration, then no termination will occur pursuant to this Section 8.1(e)(iv), and this Agreement will remain in full force and effect in accordance with its terms (except that the Exchange Ratio or the Actual Cash Consideration will be modified in accordance with this Section 8.1(e)(iv)).
If Heartland or any company belonging to the Index declares or effects a stock dividend, split-up, combination, exchange of shares or similar transaction between the date of this Agreement and the Determination Date, the prices for the common stock of such company will be appropriately adjusted for the purposes of applying this Section 8.1(e)(iv); or
(v) any of the conditions set forth in Sections 7.1 or 7.2 will have become impossible to satisfy (other than through a failure of Heartland to comply with its obligations under this Agreement).
8.2 Effect of Termination. Except as provided in Sections 5.2(d), 8.2, 8.3 and 8.4 and any provisions set forth herein that survive the termination of this Agreement, if this Agreement is terminated pursuant to Section 8.1, this Agreement will forthwith become void, there will be no Liability under this Agreement on the part of Heartland, AIM or any of their respective Representatives or Subsidiaries, and all rights and obligations of each party hereto will cease; provided, however, that, subject to Sections 8.3 and 8.4, nothing herein will relieve any party from Liability arising out of its own fraud or willful breach of this Agreement.
8.3 Expenses. Except as otherwise provided in this Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement will be paid by the party incurring such Expenses, whether or not the Merger is consummated. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Sections 8.1(d)(iii), 8.1(e)(ii), or 8.1(e)(iii) then AIM will pay to Heartland, within five Business Days of presentation by Heartland of reasonably detailed invoices for the same, all Expenses reasonably incurred by Heartland, and, if this Agreement is terminated pursuant to Section 8.1(d)(ii), then Heartland will pay to AIM, within five Business Days of presentation by AIM of reasonably detailed invoices for the same, all Expenses reasonably incurred by AIM; provided, however, that neither party’s reimbursement obligation hereunder will exceed $750,000 in the aggregate. As used in this Agreement, “Expenses” will consist of all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to a party hereto and its Affiliates) incurred by a party in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the solicitation of the approval of the Merger by holders of AIM Common Stock and all other matters related to the consummation of the Merger.
8.4 AIM Termination Fee. If this Agreement is terminated by AIM pursuant to Section 8.1(d)(iv), or by Heartland pursuant to Section 8.1(e)(ii) because of a breach of any portion of Section 5.8 or Section 6.2(a), then AIM will pay to Heartland (in lieu of any payment that may be due under Section 8.3), a termination fee of $11,000,000 as the sole and exclusive

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remedy of Heartland (including any remedy for specific performance), as agreed-upon liquidated damages.
8.5 Amendment. This Agreement may not be amended except by an instrument in writing approved by the parties to this Agreement and signed on behalf of each of the parties hereto, provided, however, that Heartland may, in its sole discretion, amend Sections 4.14 and 5.1. to increase any of the dollar thresholds contained in those sections or to relax any other requirements in those sections in order to obtain the Regulatory Approvals.
8.6 Waiver. At any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties hereto or (b) waive compliance with any of the agreements of any other parties or with any conditions to its own obligations, in each case only to the extent such obligations, agreements and conditions are intended for its benefit.
ARTICLE 9
GENERAL PROVISIONS

9.1 Press Releases and Announcements. Any public announcement, including any announcement to employees, customers, suppliers or others having dealings with any AIM Entity, or similar publicity with respect to this Agreement or the transactions contemplated by this Agreement, will be issued, if at all, at such time and in such manner as Heartland will determine and approve, or as required by applicable Law. Notwithstanding the foregoing, Heartland and AIM agree that (a) a press release for national dissemination announcing the execution of this Agreement in a form prepared by Heartland and reviewed and approved by AIM (with such approval not to be unreasonably withheld, conditioned or delayed) may be made on the day after execution of this Agreement, or as soon thereafter as practicable, and (b) any press release or customer communication relating to this Agreement and the transactions contemplated hereby issued for dissemination in Lubbock, Texas prior to the Effective Time will be in a form prepared by Heartland and reviewed and approved by AIM (with such approval not to be unreasonably withheld, conditioned or delayed). Heartland will have the right to be present for any in-Person announcement by AIM. Unless consented to by Heartland or required by Law, AIM will keep, and will cause AimBank to keep, confidential any non-public information regarding this Agreement and the transactions contemplated by this Agreement.
9.2 Notices. All notices and other communications hereunder will be in writing and will be sufficiently given if made by hand delivery, by e-mail, by overnight delivery service, or by registered or certified mail (postage prepaid and return receipt requested) to the parties at the following addresses (or at such other address for a party as will be specified by it by like notice):
if to Heartland:
Heartland Financial USA, Inc.
707 17th Street, Suite 2950
Denver, Colorado 80202
Attention:  J. Daniel Patten, Executive Vice President, Finance and
        Corporate Development

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Telephone: (720) 873-3780E-mail: DPatten@htlf.com

with copies to:
Heartland Financial USA, Inc.
1398 Central Avenue
P.O. Box 778
Dubuque, Iowa 52004-0778
Attention: Michael J. Coyle, Executive Vice President, Senior General Counsel and Corporate Secretary
Telephone: (563) 589-1994
E-mail: MCoyle@htlf.com

and
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
Attention: Jay L. Swanson
        John Marsalek
Telephone: (612) 340-2600
E-mail: swanson.jay@dorsey.com
        marsalek.john@dorsey.com

if to AIM:
AIM Bancshares, Inc.
110 College Avenue
Levelland, Texas 79336
Attention: Scott L. Wade, Chairman of the Board, President and Chief Executive Officer
Telephone: (806) 897-4310
E-mail: SWade@aimbankonline.com

with a copy to:
Fenimore, Kay, Harrison & Ford, LLP
812 San Antonio Street
Suite 600
Austin, Texas 78701
Attention: Lowell W. Harrison
Telephone: (512) 583-5905
E-mail: LHarrison@fkhfpartners.com

All such notices and other communications will be deemed to have been duly given as follows: when delivered by hand, if personally delivered; three Business Days after being

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deposited in the mail, postage prepaid, if delivered by mail; when receipt electronically acknowledged, if e-mailed; and the next day after being delivered to an overnight delivery service.
9.3 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any party to this Agreement without the prior written consent of the other party to this Agreement, except that Heartland may assign any of its rights under this Agreement to one or more Subsidiaries of Heartland, so long as Heartland remains responsible for the performance of all of its obligations under this Agreement. Subject to the foregoing, this Agreement and all of the provisions of this Agreement will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.
9.4 No Third Party Beneficiaries. Except as provided in Section 6.7(c), which is intended to benefit each Indemnified Party and his or her heirs and representatives, nothing expressed or referred to in this Agreement confers any rights or remedies upon any Person that is not a party or permitted assign of a party to this Agreement.
9.5 Schedules.
(a) Prior to or simultaneous with the execution of this Agreement, AIM delivered to Heartland the Disclosure Schedules, which set forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in Article 4 or to one or more covenants contained herein (whether or not such section of this Agreement expressly references a schedule thereto). Except as set forth in the Disclosure Schedules, the information contained therein is dated as of the date of this Agreement or, if delivered pursuant to Section 6.6, as of such date delivered. Notwithstanding anything in this Agreement to the contrary, the mere inclusion of an item as an exception to a representation or warranty will not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a Material Adverse Effect.
(b) For purposes of this Agreement, a Schedule relating to a certain section may incorporate by reference disclosures made in other Schedules; provided, however, that any disclosure with respect to a particular Schedule will be deemed adequately disclosed in other Schedules to the extent it is readily apparent from the nature of the disclosure that such disclosure also applies to such other Schedules. Nothing in a Schedule is deemed adequate to disclose an exception to a representation or warranty made in this Agreement unless the Schedule identifies the exception with reasonable particularity.
9.6 Interpretation. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. References to this Agreement include the Exhibits, Schedules and Annexes hereto. References to Sections and Articles refer to Sections and Articles of this Agreement unless otherwise stated.

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Words such as “herein,” “hereinafter,” “hereof,” “hereto,” “hereby” and “hereunder,” and words of like import, unless the context requires otherwise, refer to this Agreement (including the Exhibits, Schedules and Annexes). As used in this Agreement, the masculine, feminine and neuter genders will be deemed to include the others if the context requires. Any singular term in this Agreement will be deemed to include the plural, and any plural term the singular if the context requires. Whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “but not limited to,” whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Any reference to any money or currency or use of “$” will be in U.S. dollars. Except as the context may otherwise require, references to any Contract are to that Contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided, that with respect to any Contract listed on any Schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate Schedule. References to a statute will be to such statute, as amended from time to time, and to the rules and regulations promulgated thereunder. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Any document described as having been delivered or made available by a party for purposes of this Agreement consists of any document or other information that (a) was provided in writing or electronically by one party or its Representatives to the other party and its Representatives prior to the date of this Agreement or (b) was filed by a party with the SEC and publicly available on EDGAR prior to the date of this Agreement.
9.7 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated, and the parties will negotiate in good faith to modify this Agreement and to preserve each party’s anticipated benefits under this Agreement.
9.8 Complete Agreement. This Agreement, together with the Ancillary Documents, contain the complete agreement between the parties and supersede any prior understandings, agreements or representations by or between the parties, written or oral. AIM acknowledges that Heartland has made no representations, warranties, agreements, undertakings or promises except for those expressly set forth in this Agreement or in any of the Ancillary Documents to which Heartland is a party.
9.9 Governing Law. THE DOMESTIC LAW, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, OF THE STATE OF DELAWARE WILL GOVERN ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE PERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS AGREEMENT.
9.10 Submission to Jurisdiction. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of Texas or of the United States of America located in the State of Texas, solely in respect of the interpretation and enforcement of the provisions of this

89


Agreement and the Ancillary Documents, and in respect of the transactions contemplated hereby and thereby, and hereby waive, and agree not to assert, as a defense in any Litigation relating to the interpretation or enforcement of this Agreement or any of the Ancillary Documents, that either of such parties is not subject thereto or that such Litigation may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any Ancillary Document may not be enforced in or by such courts. The parties hereto irrevocably agree that all claims with respect to such Litigation will be heard and determined in such courts. The parties hereby consent to and grant any such court’s jurisdiction over such parties and over the subject matter of such dispute, and agree that mailing of process or other papers in connection with any such Litigation in the manner provided in Section 9.2 or in such other manner as may be permitted by Law, will be valid and sufficient service thereof.
9.11 Specific Performance. Each of the parties acknowledges and agrees that the subject matter of this Agreement, including the businesses, assets and properties of each AIM Entity, is unique, that the other party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, and that the remedies at Law would not be adequate to compensate such other parties not in default or in breach. Accordingly, each of the parties agrees that the other party will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions of this Agreement in addition to any other remedy to which they may be entitled, at Law or in equity (without any requirement that Heartland provide any bond or other security). The parties waive any defense that a remedy at Law is adequate and any requirement to post bond or provide similar security in connection with actions instituted for injunctive relief or specific performance of this Agreement.
9.12 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9.12.
9.13 Investigation of Representations, Warranties and Covenants. No investigation made by or on behalf of the parties hereto or the results of any such investigation will constitute a waiver of any representation, warranty or covenant of any other party.

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9.14 Counterparts and Effectiveness. This Agreement may be executed in 2 or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.
9.15 No Survival of Representations. The representations, warranties and covenants made by AIM and Heartland in this Agreement or in any instrument delivered pursuant to this Agreement will terminate on, and will have no further force or effect after, the first to occur of (a) the Effective Time or (b) the date on which this Agreement is terminated as set forth herein, except for those covenants contained herein or therein which by their terms apply in whole or in part after the Effective Time or survive the termination of this Agreement.
[The remainder of this page is intentionally blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above.
HEARTLAND FINANCIAL USA, INC.


By  /s/ Lynn B. Fuller 
        Lynn B. Fuller
        Executive Operating Chairman


AIM BANCSHARES, INC.


By  /s/ Scott L. Wade 
        Scott L. Wade
        Chairman of the Board and
Chief Executive Officer
































[Signature page to Agreement and Plan of Merger]

2
Exhibit 4.12
DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The sole class of securities of Heartland Financial USA, Inc. registered under Section 12 of the Securities Exchange Act of 1934, as amended, is the company’s common stock.
DESCRIPTION OF COMMON STOCK
The following description of the our common stock is only a summary and does not purport to be complete and is qualified by reference to our Restated Certificate of Incorporation, as amended (the “Certificate”), and Bylaws (the “Bylaws”). The Certificate and Bylaws have been incorporated by reference as exhibits to the our most recent Annual Report on Form 10-K.

General
Our authorized capital stock consists of 60,000,000 shares of common stock, par value $1.00 per share, and 200,000 shares of preferred stock, par value $1.00 per share. Our common stock is traded on the Nasdaq Global Select Market under the ticker symbol “HTLF.” We have designated the rights and preferences of a series of 16,000 shares of Series A Junior Participating Preferred Stock (“Series A Preferred Stock”), which are issuable upon the exercise of the preferred share purchase rights described below under the heading “Description of Common Stock-Preferred Share Purchase Rights.” We had previously designated the terms of 81,698 shares of Series B Perpetual Preferred Stock (“Series B Preferred Stock”), 81,698 shares of Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock (“Series C Preferred Stock”), and 3,000 shares of 7.0% Senior Non-Cumulative Perpetual Convertible Preferred Stock, Series D (“Series D Preferred Stock”), but all of those shares have been redeemed and resumed the status of authorized but unissued shares. As a result, we have 184,000 shares of authorized but unissued preferred stock.
Our board of directors is authorized to designate the rights and preferences of additional series of preferred stock out of the 184,000 shares that are authorized but undesignated, to establish the number of shares to be included in each such series and to issue and sell shares of any such series without approval of stockholders. Shares of preferred stock that our board creates and issues could have dividend or redemption rights that could adversely affect the availability of earnings for distribution to the holders of our common stock, or voting, conversion or other rights that could proportionately reduce, minimize or otherwise adversely affect the voting power and other rights of holders of our common stock.
Our common stock is not entitled to any conversion rights or any preemptive rights to subscribe for additional securities we may issue. There are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of holders of our common stock are subject to the rights of the holders of shares of any series of preferred stock which we may issue. All shares of outstanding common stock are, and all shares of common stock issued using the prospectus will be, fully paid and nonassessable.
Dividend Rights
Subject to the prior dividend rights of the holders of any preferred stock, dividends may be declared by our board of directors and paid from time to time on outstanding shares of our common stock from any funds legally available therefor and subject to regulatory restriction. As a Delaware corporation, we may pay dividends only out of surplus or if we have no such surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. In addition, policies of the Board of Governors of the Federal Reserve Board caution that a bank holding company should not pay cash dividends unless its net income available to common stockholders over the past year has been sufficient to fully fund the dividends and the prospective rate of earnings retention appears consistent with its capital needs, asset quality, and overall financial condition. The Federal Reserve possesses enforcement powers over bank holding companies and their bank and non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statutes and regulations. Among these powers is the ability to proscribe the payment of dividends by banks and bank holding companies.
4831-8764-5365\3


Voting Rights
Subject to the rights of the holders of any preferred stock, only the holders of our common stock have voting rights and are entitled to one vote for each share held. The board is classified into three classes of directors. Holders of common stock are not entitled to cumulative voting of their shares in the election of directors. The directors are elected by a plurality vote, which means that the individuals receiving the highest number of votes cast “FOR” their election are elected to the available board seats. Except as provided by our Certificate or our Bylaws, or as provided by law, all other matters are decided by the affirmative vote of a majority of the outstanding shares of our common stock present in person or by proxy and entitled to vote.
Liquidation Rights
Upon any liquidation, dissolution or winding up of our company, the holders of our common stock are entitled to share in our assets remaining after the payment of liabilities and the satisfaction of any liquidation preference granted to debtholders and the holders of any outstanding shares of preferred stock.
Preferred Share Purchase Rights
On January 17, 2012, we entered into an Amended and Restated Rights Agreement (the “Rights Agreement”) with Dubuque Bank and Trust Company, as Rights Agent. Under the Rights Agreement, all stockholders receive, along with each share of common stock owned, a preferred share purchase right entitling them to purchase from us one one-thousandth of a share of Series A Preferred Stock at an exercise price of $70.00 per one one-thousandth of a share, subject to certain adjustments, once these preferred share purchase rights become exercisable.
The preferred share purchase rights are not exercisable or transferable apart from our common stock until the “Distribution Date,” which is the earlier of (i) the 10th day following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of our outstanding common stock or (ii) the 10th business day (or such later date as may be determined by action of our board of directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) after the date of the commencement of, or announcement of an intention to make, a tender offer or exchange offer which would result in the beneficial ownership by the Acquiring Person of 15% or more of our outstanding common stock, even if no shares are purchased pursuant to such offer. The definition of “Acquiring Person” under the Rights Agreement is subject to certain exceptions, including acquisitions by Heartland Partnership, L.P. and acquisitions that our board of directors determines are inadvertent and without any intention of changing or influencing control of us. Subject to these exceptions and other conditions, if any person or group of affiliated or associated persons becomes an Acquiring Person, each preferred share purchase right will entitle the holder (other than the Acquiring Person) to receive upon exercise common stock having a market value of two times the exercise price of the right. If after the time that a person or group becomes an Acquiring Person, we are acquired in a merger or other business combination transaction or 50% or more of our consolidated assets or earning power are sold, each preferred share purchase right will entitle the holder (other than the Acquiring Person) to receive upon exercise senior voting stock of the acquiring company (or the acquiring company’s parent) having a market value of two times the exercise price of the preferred share purchase right.
Each share of our Series A Preferred Stock, if issued, (i) will entitle holders to a preferential quarterly dividend payment (if declared) of the greater of $1.00 per share or an amount equal to 1,000 times the dividend declared per share of common stock, (ii) will have the same voting power as 1,000 shares of our common stock and (iii) will entitle holders, upon liquidation, to receive the greater of $1,000 (plus any accrued but unpaid dividends) or an amount equal to 1,000 times the payment made on one share of our common stock.
In the event of any merger, consolidation or other transaction in which our common stock is converted or exchanged, each one one-thousandth of a share of Series A Preferred Stock will be entitled to receive such number of shares of validly issued, fully paid, nonassessable and freely tradable senior voting stock of the acquiring company, as shall be equal to the result obtained by (1) multiplying the exercise price of the preferred share purchase right by the then number of one one-thousandths of share of preferred stock for which a right is then
2
4831-8764-5365\3


exercisable and dividing that product by (2) 50% of the current market price per share of the senior voting stock of the acquiring company.
We may redeem the preferred share purchase rights for $0.01 per preferred share purchase right, subject to adjustment, at any time before the earlier of the close of business on the Distribution Date and January 17, 2022, which is the “Expiration Date” of the preferred share purchase rights. If we redeem any of the preferred share purchase rights, we must redeem all of the preferred share purchase rights. We may pay the redemption price in cash, shares of common stock or any other form of consideration deemed appropriate by our board of directors, or any combination thereof. For as long as the preferred share purchase rights are redeemable, we may amend the preferred share purchase rights to extend the time period in which the preferred share purchase rights may be redeemed, but not to change the redemption price or date of expiration of the preferred share purchase rights.
The Rights Agreement also grants our board of directors the option, at any time after any person or group becomes an Acquiring Person but prior to an acquisition at the 50% level, to exchange preferred share purchase rights (other than preferred share purchase rights owned by such Acquiring Person) for shares of our common stock or Series A Preferred Stock (or a series of our preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of our common stock, or a fractional share of Series A Preferred Stock (or other preferred stock equivalent in value to one share of our common stock), per preferred share purchase right.
The preferred share purchase rights make a hostile contest for control without communication with our board of directors impractical. The preferred share purchase rights would cause substantial dilution to a potential acquirer that attempts to acquire us in a transaction that is not approved by our board of directors.
Certain Provisions of our Certificate of Incorporation and Bylaws
Some provisions of our Certificate and Bylaws could make the acquisition of control of our company and/or the removal of our existing board of directors and management more difficult, including the following:


we do not provide for cumulative voting for our directors;



we have a classified board of directors with each class serving a staggered three-year term;



at least two-thirds of our board of directors must approve any changes to the size of the board;



a vote of 70% of the outstanding shares of voting stock is required to remove directors, and such directors may only be removed for cause;



unless approved by at least two-thirds of the number of members of our board of directors fixed from time to time, a vote of 70% of the outstanding shares of voting stock is required to amend, alter or repeal our bylaws and certain sections of our certificate of incorporation;

3
4831-8764-5365\3




unless approved by at least two-thirds of the number of members of our board of directors fixed from time to time, a vote of 70% of the outstanding shares of voting stock is required to effect any merger or consolidation of our company or any of our subsidiaries with or into another corporation; effect any sale, lease, exchange or other disposition by us or any of our subsidiaries of all or substantially all of our assets in a single transaction or series of related transactions; effect any issuance or transfer by us or any of our subsidiaries of any of our voting securities (except as issued pursuant to a stock option, purchase or bonus plan); or effect our voluntary dissolution;



a majority of stockholders representing 75% of the outstanding shares of stock, or a class of stock, may bind all stockholders or a class of stockholders, to certain compromises or arrangements with creditors, subject to approval by a court of equitable jurisdiction;



our board of directors may create new directorships and may appoint new directors to serve for the full term of the class of directors in which the new directorship was created and may fill vacancies on the board of directors occurring for any reason for the remainder of the term of the class of director in which the vacancy occurred;



our board of directors may issue preferred stock without any vote or further action by the stockholders;



our board of directors retains the power to designate series of preferred stock and to determine the powers, rights, preferences, qualifications and limitations of each class of preferred stock;



all stockholder actions must be taken at a regular or special meeting of the stockholders and cannot be taken by written consent without a meeting; and



we have advance notice procedures which generally require that stockholder proposals and nominations be provided to us not less than 30 days and not more than 75 days before the date of the originally scheduled annual meeting in order to be properly brought before a stockholder meeting.


4
4831-8764-5365\3

FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT
THIS FIRST AMENDMENT TO CHANGE OF CONTROL AGREEMENT (this “Amendment”) is made effective as of the 1st day of January, 2019, (the “Effective Date”) by and between HEARTLAND FINANCIAL USA, INC., a Delaware corporation, (the “Company”) and ________________________ (the “Employee”).
RECITALS
A. The Employee is currently serving as an employee of the Company or one of its affiliates.
B. The Company and Employee have an existing Change of Control Agreement dated ________________ (the “Original Agreement”).
C. The Company and Employee wish to amend certain terms of the Original Agreement.
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter contained, it is covenanted and agreed by and between the parties hereto as follows:
1.Severance Amount. Section 2.F of the Original Agreement is deleted in its entirety and replaced with the following:
2. F. Severance Amount” shall mean an amount equal to __________________ (___) times the Employee’s Base Compensation.
2.All Other Terms Remain. All terms of the Original Agreement, other than those specifically modified by this Amendment, shall remain in full force and effect.
****** remainder of page intentionally left blank ******

Change In Control Amendment Effective 010119


IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the day and year first written.

HEARTLAND FINANCIAL USA, INC. 

By:           ___________
        Deborah Deters     [Insert Employee Name]
 EVP, Chief Human Resources Officer


EXHIBIT 21.1

Subsidiaries of the Registrant as of December 31, 2019
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
1a1. Heartland Financial USA, Inc. Insurance Services, an insurance company with a primary purpose of providing online insurance services
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. Citywide Banks, a Colorado state bank with its main office located in Denver, Colorado
8. Minnesota Bank & Trust, a Minnesota state bank with its main office located in Edina, Minnesota
9. Bank of Blue Valley, a Kansas state bank with its main office located in Oveland Park, Kansas
10. Premier Valley Bank, a California state bank with its main office located in Fresno, California
11. First Bank & Trust, a Texas state bank with its main office located in Lubbock, Texas
11a. PrimeWest Mortgage Corporation, a mortgage company with the primary purpose of originating, selling and servicing residential mortgage loans
12. Citizens Finance Parent Co., a consumer finance company
12a. Citizens Finance Co., a consumer finance company with offices in Iowa and Wisconsin
12b. Citizens Finance of Illinois Co., a consumer finance company with offices in Illinois
13. Heartland Financial Statutory Trust IV
14. Heartland Financial Statutory Trust V
15. Heartland Financial Statutory Trust VI
16. Heartland Financial Statutory Trust VII
17. Morrill & Janes Statutory Trust I
18. Morrill & Janes Statutory Trust II
19. Sheboygan Statutory Trust I



20. CBNM Capital Trust I
21. Citywide Capital Trust III
22. Citywide Capital Trust IV
23. Citywide Capital Trust V
24. OCGI Statutory Trust III
25. OCGI Capital Trust IV
26. BVBC Capital Trust II
27 BVBC Capital Trust III
28. Heartland Community Development Inc., a property management company with a primary purpose of holding and managing nonperforming assets



EXHIBIT 23.1
KPMG11.JPG          
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Heartland Financial USA, Inc.:

We consent to the incorporation by reference in the registration statements (Nos. 333-233120 and 333-233121 on Forms S-3; Nos. 333-181481, 333-211507, and 333-231711 on Forms S-8; and Nos. 333-216919, 333-222169, and 333-230060 on Forms S-4) of Heartland Financial USA, Inc. of our reports dated February 26, 2020, with respect to the consolidated balance sheets of Heartland Financial USA, Inc. and subsidiaries as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appear in the December 31, 2019 annual report on Form 10-K of Heartland Financial USA, Inc.

Our report dated February 26, 2020, on the effectiveness of internal control over financial reporting as of December 31, 2019, contained an explanatory paragraph that states the Company’s Illinois Bank & Trust subsidiary acquired substantially all of the assets and assumed substantially all of the deposits and certain other liabilities of Rockford Bank and Trust Company on November 30, 2019. Management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, Rockford Bank and Trust Company’s internal control over financial reporting associated with total assets of $449.0 million as of December 31, 2019 and total revenues of $1.0 million for the one month period ended December 31, 2019. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Rockford Bank and Trust Company.
/s/ KPMG LLP
Des Moines, Iowa
February 26, 2020






EXHIBIT 31.1

 
I, Bruce K. Lee, certify that:
 
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: February 26, 2020
/s/ Bruce K. Lee
Bruce K. Lee
President and Chief Executive Officer



EXHIBIT 31.2

I, Bryan R. McKeag, certify that:
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: February 26, 2020
/s/ Bryan R. McKeag
Bryan R. McKeag
Chief Financial Officer




EXHIBIT 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Heartland Financial USA, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report), I, Bruce K. Lee, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/ Bruce K. Lee
Bruce K. Lee
President and Chief Executive Officer
Date: February 26, 2020
                 



EXHIBIT 32.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Heartland Financial USA, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report), I, Bryan R. McKeag, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Bryan R. McKeag
Bryan R. McKeag
Chief Financial Officer
Date: February 26, 2020