UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended ~~March 31,~~June 30, 2020


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For 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 Exchange Act:


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	HTLF	Nasdaq Stock Market
Depositary Shares, each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E	HTLFP	Nasdaq Stock Market

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 ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~Securities registered pursuant to Section 12(b) of the Exchange Act:~~


~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
~~Common Stock, par value $1.00 per share~~	~~HTLF~~	~~Nasdaq Stock Market~~

Indicate the number of shares outstanding of each of the classes of Registrant's common stock as of the latest practicable date: As of ~~May~~August 5, 2020, the Registrant had outstanding ~~36,808,249~~36,880,021 shares of common stock, $1.00 par value per share.

HEARTLAND FINANCIAL USA, INC.

Form 10-Q Quarterly Report

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS


HEARTLAND FINANCIAL USA, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share data)	HEARTLAND FINANCIAL USA, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share data)					HEARTLAND FINANCIAL USA, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share data)
		March 31, 2020 (Unaudited)		December 31, 2019			June 30, 2020 (Unaudited)		December 31, 2019
ASSETS	ASSETS					ASSETS
Cash and due from banks	Cash and due from banks	$	175,587	$	206,607	Cash and due from banks	$	211,429	$	206,607
Interest bearing deposits with other banks and other short-term investments	Interest bearing deposits with other banks and other short-term investments	64,156		172,127		Interest bearing deposits with other banks and other short-term investments	242,149		172,127
Cash and cash equivalents	Cash and cash equivalents	239,743		378,734		Cash and cash equivalents	453,578		378,734
Time deposits in other financial institutions	Time deposits in other financial institutions	3,568		3,564		Time deposits in other financial institutions	3,128		3,564
Securities:	Securities:					Securities:

Carried at fair value (cost of $3,517,232 at March 31, 2020, and $3,311,433 at December 31, 2019)		3,488,621		3,312,796
Held to maturity, net of allowance for credit losses of $197 at March 31, 2020 (fair value of $101,375 at March 31, 2020, and $100,484 at December 31, 2019)		91,875		91,324
Carried at fair value (cost of $4,075,406 at June 30, 2020, and $3,311,433 at December 31, 2019)						Carried at fair value (cost of $4,075,406 at June 30, 2020, and $3,311,433 at December 31, 2019)	4,126,351		3,312,796
Held to maturity, net of allowance for credit losses of $62 at June 30, 2020 (fair value of $101,557 at June 30, 2020, and $100,484 at December 31, 2019)						Held to maturity, net of allowance for credit losses of $62 at June 30, 2020 (fair value of $101,557 at June 30, 2020, and $100,484 at December 31, 2019)	90,579		91,324
Other investments, at cost	Other investments, at cost	35,370		31,321		Other investments, at cost	35,902		31,321
Loans held for sale	Loans held for sale	22,957		26,748		Loans held for sale	54,382		26,748
Loans receivable:	Loans receivable:					Loans receivable:
Held to maturity	Held to maturity	8,374,236		8,367,917		Held to maturity	9,246,830		8,367,917

Allowance for credit losses	Allowance for credit losses	(97,350)		(70,395)		Allowance for credit losses	(119,937)		(70,395)
Loans receivable, net	Loans receivable, net	8,276,886		8,297,522		Loans receivable, net	9,126,893		8,297,522
Premises, furniture and equipment, net	Premises, furniture and equipment, net	197,993		197,558		Premises, furniture and equipment, net	197,914		197,558
Premises, furniture and equipment held for sale	Premises, furniture and equipment held for sale	2,967		2,967		Premises, furniture and equipment held for sale	567		2,967
Other real estate, net	Other real estate, net	6,074		6,914		Other real estate, net	5,539		6,914
Goodwill	Goodwill	446,345		446,345		Goodwill	446,345		446,345
Core deposit intangibles and customer relationship intangibles, net	Core deposit intangibles and customer relationship intangibles, net	45,707		48,688		Core deposit intangibles and customer relationship intangibles, net	43,011		48,688
Servicing rights, net	Servicing rights, net	5,220		6,736		Servicing rights, net	5,469		6,736
Cash surrender value on life insurance	Cash surrender value on life insurance	172,140		171,625		Cash surrender value on life insurance	172,813		171,625

Other assets	Other assets	259,043		186,755		Other assets	263,682		186,755
TOTAL ASSETS	TOTAL ASSETS	$	13,294,509	$	13,209,597	TOTAL ASSETS	$	15,026,153	$	13,209,597
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
LIABILITIES:	LIABILITIES:					LIABILITIES:
Deposits:	Deposits:					Deposits:
Demand	Demand	$	3,696,974	$	3,543,863	Demand	$	4,831,151	$	3,543,863
Savings	Savings	6,366,610		6,307,425		Savings	6,810,296		6,307,425
Time	Time	1,110,441		1,193,043		Time	1,067,252		1,193,043
Total deposits	Total deposits	11,174,025		11,044,331		Total deposits	12,708,699		11,044,331

Short-term borrowings	Short-term borrowings	121,442		182,626		Short-term borrowings	88,631		182,626
Other borrowings	Other borrowings	276,150		275,773		Other borrowings	306,459		275,773
Accrued expenses and other liabilities	Accrued expenses and other liabilities	169,178		128,730		Accrued expenses and other liabilities	174,987		128,730
TOTAL LIABILITIES	TOTAL LIABILITIES	11,740,795		11,631,460		TOTAL LIABILITIES	13,278,776		11,631,460
STOCKHOLDERS' EQUITY:	STOCKHOLDERS' EQUITY:					STOCKHOLDERS' EQUITY:

Preferred stock (par value $1 per share; authorized 17,604 shares; 0ne issued or outstanding at both March 31, 2020, and December 31, 2019)		—		—
Series A Junior Participating preferred stock (par value $1 per share; authorized 16,000 shares; 0ne issued or outstanding at both March 31, 2020, and December 31, 2019)		—		—
Series C Senior Non-Cumulative Perpetual Preferred Stock (par value $1 per share; 81,698 shares authorized at both March 31, 2020, and December 31, 2019, 0ne issued or outstanding at both March 31, 2020, and December 31, 2019)		—		—
Series D Senior Non-Cumulative Perpetual Convertible Preferred Stock (par value $1 per share; 3,000 shares authorized at both March 31, 2020, and December 31, 2019; 0ne issued or outstanding at both March 31, 2020, and December 31, 2019)		—		—
Common stock (par value $1 per share; 60,000,000 shares authorized at both March 31, 2020, and December 31, 2019; issued 36,807,217 shares at March 31, 2020, and 36,704,278 shares at December 31, 2019)		36,807		36,704
Preferred stock (par value $1 per share; authorized 6,104 shares; NaN issued or outstanding at both June 30, 2020, and December 31, 2019)						Preferred stock (par value $1 per share; authorized 6,104 shares; NaN issued or outstanding at both June 30, 2020, and December 31, 2019)	—		—
Series A Junior Participating preferred stock (par value $1 per share; authorized 16,000 shares; NaN issued or outstanding at both June 30, 2020, and December 31, 2019)						Series A Junior Participating preferred stock (par value $1 per share; authorized 16,000 shares; NaN issued or outstanding at both June 30, 2020, and December 31, 2019)	—		—
Series B Fixed Rate Cumulative Perpetual Preferred Stock (par value $1 per share; 81,698 shares authorized at both June 30, 2020 and December 31, 2019; NaN issued or outstanding at both June 30, 2020 and December 31, 2019)						Series B Fixed Rate Cumulative Perpetual Preferred Stock (par value $1 per share; 81,698 shares authorized at both June 30, 2020 and December 31, 2019; NaN issued or outstanding at both June 30, 2020 and December 31, 2019)	—		—
Series C Senior Non-Cumulative Perpetual Preferred Stock (par value $1 per share; 81,698 shares authorized at both June 30, 2020, and December 31, 2019; NaN issued or outstanding at both June 30, 2020, and December 31, 2019)						Series C Senior Non-Cumulative Perpetual Preferred Stock (par value $1 per share; 81,698 shares authorized at both June 30, 2020, and December 31, 2019; NaN issued or outstanding at both June 30, 2020, and December 31, 2019)	—		—
Series D Senior Non-Cumulative Perpetual Convertible Preferred Stock (par value $1 per share; 3,000 shares authorized at both June 30, 2020, and December 31, 2019; NaN issued or outstanding at both June 30, 2020, and December 31, 2019)						Series D Senior Non-Cumulative Perpetual Convertible Preferred Stock (par value $1 per share; 3,000 shares authorized at both June 30, 2020, and December 31, 2019; NaN issued or outstanding at both June 30, 2020, and December 31, 2019)	—		—
Series E Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (par value $1 per share; 11,500 authorized at June 30, 2020 and NaN authorized at December 31, 2019; issued and outstanding 11,500 shares at June 30, 2020, and NaN issued or outstanding at December 31, 2019.						Series E Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock (par value $1 per share; 11,500 authorized at June 30, 2020 and NaN authorized at December 31, 2019; issued and outstanding 11,500 shares at June 30, 2020, and NaN issued or outstanding at December 31, 2019.	110,705		—
Common stock (par value $1 per share; 60,000,000 shares authorized at both June 30, 2020, and December 31, 2019; issued 36,844,744 shares at June 30, 2020, and 36,704,278 shares at December 31, 2019)						Common stock (par value $1 per share; 60,000,000 shares authorized at both June 30, 2020, and December 31, 2019; issued 36,844,744 shares at June 30, 2020, and 36,704,278 shares at December 31, 2019)	36,845		36,704
Capital surplus	Capital surplus	842,780		839,857		Capital surplus	844,202		839,857
Retained earnings	Retained earnings	700,298		702,502		Retained earnings	723,067		702,502
Accumulated other comprehensive income/(loss)	Accumulated other comprehensive income/(loss)	(26,171)		(926)		Accumulated other comprehensive income/(loss)	32,558		(926)

TOTAL STOCKHOLDERS' EQUITY	TOTAL STOCKHOLDERS' EQUITY	1,553,714		1,578,137		TOTAL STOCKHOLDERS' EQUITY	1,747,377		1,578,137
TOTAL LIABILITIES AND EQUITY	TOTAL LIABILITIES AND EQUITY	$	13,294,509	$	13,209,597	TOTAL LIABILITIES AND EQUITY	$	15,026,153	$	13,209,597

See accompanying notes to consolidated financial statements.	See accompanying notes to consolidated financial statements.					See accompanying notes to consolidated financial statements.


HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in thousands, except per share data)	HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in thousands, except per share data)					HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars in thousands, except per share data)
		Three Months Ended March 31,							Three Months Ended June 30,						Six Months Ended June 30,
		2020		2019			2020		2019		2020		2019
INTEREST INCOME:	INTEREST INCOME:					INTEREST INCOME:
Interest and fees on loans	Interest and fees on loans	$	106,414	$	100,456	Interest and fees on loans	$	107,005	$	106,027	$	213,419	$	206,483
Interest on securities:	Interest on securities:					Interest on securities:
Taxable	Taxable	21,731		15,876		Taxable	23,362		16,123		45,093		31,999
Nontaxable	Nontaxable	2,183		3,093		Nontaxable	3,344		2,554		5,527		5,647
Interest on federal funds sold	Interest on federal funds sold	—		4		Interest on federal funds sold	—		—		—		4
Interest on interest bearing deposits in other financial institutions	Interest on interest bearing deposits in other financial institutions	721		1,292		Interest on interest bearing deposits in other financial institutions	54		2,299		775		3,591
TOTAL INTEREST INCOME	TOTAL INTEREST INCOME	131,049		120,721		TOTAL INTEREST INCOME	133,765		127,003		264,814		247,724
INTEREST EXPENSE:	INTEREST EXPENSE:					INTEREST EXPENSE:
Interest on deposits	Interest on deposits	14,582		13,213		Interest on deposits	6,134		16,138		20,716		29,351
Interest on short-term borrowings	Interest on short-term borrowings	296		889		Interest on short-term borrowings	61		338		357		1,227
Interest on other borrowings (includes $(183) and $165 of interest expense/(benefit) related to derivatives reclassified from accumulated other comprehensive income/(loss) for the three months ended March 31, 2020 and 2019, respectively.		3,660		3,664
Interest on other borrowings (includes $(417) and $100 of interest expense/(benefit) related to derivatives reclassified from accumulated other comprehensive income/(loss) for the three months ended June 30, 2020 and 2019, respectively, and $(600) and $265 of interest expense related to derivatives reclassified from accumulated other comprehensive income for the six months ended June 30, 2020 and 2019, respectively)						Interest on other borrowings (includes $(417) and $100 of interest expense/(benefit) related to derivatives reclassified from accumulated other comprehensive income/(loss) for the three months ended June 30, 2020 and 2019, respectively, and $(600) and $265 of interest expense related to derivatives reclassified from accumulated other comprehensive income for the six months ended June 30, 2020 and 2019, respectively)	3,424		3,819		7,084		7,483
TOTAL INTEREST EXPENSE	TOTAL INTEREST EXPENSE	18,538		17,766		TOTAL INTEREST EXPENSE	9,619		20,295		28,157		38,061
NET INTEREST INCOME	NET INTEREST INCOME	112,511		102,955		NET INTEREST INCOME	124,146		106,708		236,657		209,663
Provision for credit losses	Provision for credit losses	21,520		1,635		Provision for credit losses	26,796		4,918		48,316		6,553
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	90,991		101,320		NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES	97,350		101,790		188,341		203,110
NONINTEREST INCOME:	NONINTEREST INCOME:					NONINTEREST INCOME:
Service charges and fees	Service charges and fees	12,021		12,794		Service charges and fees	10,972		14,629		22,993		27,423
Loan servicing income	Loan servicing income	963		1,729		Loan servicing income	379		1,338		1,342		3,067
Trust fees	Trust fees	5,022		4,474		Trust fees	4,977		4,825		9,999		9,299
Brokerage and insurance commissions	Brokerage and insurance commissions	733		734		Brokerage and insurance commissions	595		1,028		1,328		1,762
Securities gains, net includes $1,658 and $1,575 of net security gains reclassified from accumulated other comprehensive income/(loss) for the three months ended March 31, 2020 and 2019, respectively.		1,658		1,575
Securities gains, net includes $2,006 and $3,580 of net security gains reclassified from accumulated other comprehensive income/(loss) for the three months ended June 30, 2020 and 2019, respectively and $3,664 and $5,155 of net security gains reclassified from accumulated other comprehensive income for the six months ended June 30, 2020 and 2019, respectively)						Securities gains, net includes $2,006 and $3,580 of net security gains reclassified from accumulated other comprehensive income/(loss) for the three months ended June 30, 2020 and 2019, respectively and $3,664 and $5,155 of net security gains reclassified from accumulated other comprehensive income for the six months ended June 30, 2020 and 2019, respectively)	2,006		3,580		3,664		5,155

Unrealized gain/(loss) on equity securities, net		(231)		258
Unrealized gain on equity securities, net						Unrealized gain on equity securities, net	680		112		449		370
Net gains on sale of loans held for sale	Net gains on sale of loans held for sale	4,660		3,176		Net gains on sale of loans held for sale	7,857		4,343		12,517		7,519
Valuation allowance on servicing rights	Valuation allowance on servicing rights	(1,565)		(589)		Valuation allowance on servicing rights	9		(364)		(1,556)		(953)
Income on bank owned life insurance	Income on bank owned life insurance	498		899		Income on bank owned life insurance	1,167		888		1,665		1,787
Other noninterest income	Other noninterest income	2,058		1,667		Other noninterest income	1,995		1,682		4,053		3,349
TOTAL NONINTEREST INCOME	TOTAL NONINTEREST INCOME	25,817		26,717		TOTAL NONINTEREST INCOME	30,637		32,061		56,454		58,778
NONINTEREST EXPENSES:	NONINTEREST EXPENSES:					NONINTEREST EXPENSES:
Salaries and employee benefits	Salaries and employee benefits	49,957		50,285		Salaries and employee benefits	50,118		49,895		100,075		100,180
Occupancy	Occupancy	6,471		6,607		Occupancy	6,502		6,426		12,973		13,033
Furniture and equipment	Furniture and equipment	3,108		2,692		Furniture and equipment	2,993		3,136		6,101		5,828
Professional fees	Professional fees	12,473		10,995		Professional fees	13,676		14,344		26,149		25,366

Advertising	Advertising	2,205		2,320		Advertising	995		2,609		3,200		4,929
Core deposit intangibles and customer relationship intangibles amortization	Core deposit intangibles and customer relationship intangibles amortization	2,981		2,869		Core deposit intangibles and customer relationship intangibles amortization	2,696		3,313		5,677		6,155
Other real estate and loan collection expenses	Other real estate and loan collection expenses	334		701		Other real estate and loan collection expenses	203		162		537		863
(Gain)/loss on sales/valuations of assets, net	(Gain)/loss on sales/valuations of assets, net	16		(3,004)		(Gain)/loss on sales/valuations of assets, net	701		(18,286)		717		(21,290)
Acquisition, integration and restructuring costs	Acquisition, integration and restructuring costs	1,376		3,614		Acquisition, integration and restructuring costs	673		929		2,049		4,543
Partnership investment in tax credit projects	Partnership investment in tax credit projects	184		475		Partnership investment in tax credit projects	791		1,465		975		1,940
Other noninterest expenses	Other noninterest expenses	11,754		10,676		Other noninterest expenses	11,091		11,105		22,845		21,781
TOTAL NONINTEREST EXPENSES	TOTAL NONINTEREST EXPENSES	90,859		88,230		TOTAL NONINTEREST EXPENSES	90,439		75,098		181,298		163,328
INCOME BEFORE INCOME TAXES	INCOME BEFORE INCOME TAXES	25,949		39,807		INCOME BEFORE INCOME TAXES	37,548		58,753		63,497		98,560
Income taxes (includes $466 and $358 of income tax expense reclassified from accumulated other comprehensive income/(loss) for the three months ended March 31, 2020 and 2019, respectively.)		5,909		8,310
Income taxes (includes $614 and $880 of income tax expense reclassified from accumulated other comprehensive income/(loss) for the three months ended June 30, 2020 and 2019, respectively and $1,080 and $1,238 of income tax expense reclassified from accumulated other comprehensive income for the six months ended June 30, 2020 and 2019, respectively)						Income taxes (includes $614 and $880 of income tax expense reclassified from accumulated other comprehensive income/(loss) for the three months ended June 30, 2020 and 2019, respectively and $1,080 and $1,238 of income tax expense reclassified from accumulated other comprehensive income for the six months ended June 30, 2020 and 2019, respectively)	7,417		13,584		13,326		21,894

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	20,040	$	31,497	NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	30,131	$	45,169	$	50,171	$	76,666
EARNINGS PER COMMON SHARE - BASIC	EARNINGS PER COMMON SHARE - BASIC	$	0.54	$	0.91	EARNINGS PER COMMON SHARE - BASIC	$	0.82	$	1.26	$	1.36	$	2.18
EARNINGS PER COMMON SHARE - DILUTED	EARNINGS PER COMMON SHARE - DILUTED	$	0.54	$	0.91	EARNINGS PER COMMON SHARE - DILUTED	$	0.82	$	1.26	$	1.36	$	2.17
CASH DIVIDENDS DECLARED PER COMMON SHARE	CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.20	$	0.16	CASH DIVIDENDS DECLARED PER COMMON SHARE	$	0.20	$	0.16	$	0.40	$	0.32

See accompanying notes to consolidated financial statements.	See accompanying notes to consolidated financial statements.					See accompanying notes to consolidated financial statements.


HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (Unaudited) (Dollars in thousands)
HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Dollars in thousands)						HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Dollars in thousands)
		Three Months Ended March 31,							Three Months Ended June 30,						Six Months Ended June 30,
		2020		2019			2020		2019		2020		2019
NET INCOME	NET INCOME	$	20,040	$	31,497	NET INCOME	$	30,131	$	45,169	$	50,171	$	76,666
OTHER COMPREHENSIVE INCOME/(LOSS)
OTHER COMPREHENSIVE INCOME						OTHER COMPREHENSIVE INCOME
Securities:	Securities:					Securities:
Net change in unrealized gain/(loss) on securities		(28,328)		29,965
Net change in unrealized gain on securities						Net change in unrealized gain on securities	81,552		28,422		53,224		58,387

Reclassification adjustment for net gains realized in net income	Reclassification adjustment for net gains realized in net income	(1,658)		(1,575)		Reclassification adjustment for net gains realized in net income	(2,006)		(3,580)		(3,664)		(5,155)

Income taxes	Income taxes	7,797		(7,281)		Income taxes	(20,729)		(6,383)		(12,932)		(13,664)
Other comprehensive income/(loss) on securities		(22,189)		21,109
Other comprehensive income on securities						Other comprehensive income on securities	58,817		18,459		36,628		39,568
Derivatives used in cash flow hedging relationships:	Derivatives used in cash flow hedging relationships:					Derivatives used in cash flow hedging relationships:
Net change in unrealized loss on derivatives		(3,680)		(1,504)
Net change in unrealized gain/(loss) on derivatives						Net change in unrealized gain/(loss) on derivatives	317		(2,263)		(3,363)		(3,768)
Reclassification adjustment for net gains/(losses) on derivatives realized in net income	Reclassification adjustment for net gains/(losses) on derivatives realized in net income	(190)		158		Reclassification adjustment for net gains/(losses) on derivatives realized in net income	(423)		94		(613)		252
Income taxes	Income taxes	814		282		Income taxes	18		453		832		736
Other comprehensive loss on cash flow hedges	Other comprehensive loss on cash flow hedges	(3,056)		(1,064)		Other comprehensive loss on cash flow hedges	(88)		(1,716)		(3,144)		(2,780)
Other comprehensive income/(loss)		(25,245)		20,045
TOTAL COMPREHENSIVE INCOME/(LOSS)		$	(5,205)	$	51,542
Other comprehensive income						Other comprehensive income	58,729		16,743		33,484		36,788
TOTAL COMPREHENSIVE INCOME						TOTAL COMPREHENSIVE INCOME	$	88,860	$	61,912	$	83,655	$	113,454

See accompanying notes to consolidated financial statements.	See accompanying notes to consolidated financial statements.					See accompanying notes to consolidated financial statements.


HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands)	HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands)								HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands)
		Three Months Ended March 31,								Six Months Ended June 30,
		2020		2019			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	20,040	$	31,497	Net income	$	50,171		$	76,666
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	7,100		8,155		Depreciation and amortization	14,071			16,315
Provision for credit losses	Provision for credit losses	21,520		1,635		Provision for credit losses	48,316			6,553
Net amortization of premium on securities	Net amortization of premium on securities	3,685		5,692		Net amortization of premium on securities	6,251			10,927
Securities gains, net	Securities gains, net	(1,658)		(1,575)		Securities gains, net	(3,664)			(5,155)

Unrealized (gain)/loss on equity securities, net		231		(258)
Unrealized gain on equity securities, net						Unrealized gain on equity securities, net	(449)			(370)
Stock based compensation	Stock based compensation	2,222		2,375		Stock based compensation	3,558			3,602

Loans originated for sale	Loans originated for sale	(91,974)		(61,348)		Loans originated for sale	(271,167)			(165,249)
Proceeds on sales of loans held for sale	Proceeds on sales of loans held for sale	100,425		64,941		Proceeds on sales of loans held for sale	254,523			161,625
Net gains on sale of loans held for sale	Net gains on sale of loans held for sale	(4,660)		(2,978)		Net gains on sale of loans held for sale	(10,990)			(7,177)
(Increase) decrease in accrued interest receivable	(Increase) decrease in accrued interest receivable	(667)		682		(Increase) decrease in accrued interest receivable	(4,298)			2,421
Increase in prepaid expenses		(157)		(1,708)
Increase in accrued interest payable		316		1,261
(Increase) decrease in prepaid expenses						(Increase) decrease in prepaid expenses	(910)			229
Increase (decrease) in accrued interest payable						Increase (decrease) in accrued interest payable	(1,699)			1,021

Capitalization of servicing rights	Capitalization of servicing rights	(414)		(266)		Capitalization of servicing rights	(1,527)			(415)
Valuation allowance on servicing rights	Valuation allowance on servicing rights	1,565		589		Valuation allowance on servicing rights	1,556			953
Loss on sales/valuations of assets, net		16		1,512
(Gain) loss on sales/valuations of assets, net						(Gain) loss on sales/valuations of assets, net	717			(10,735)
Net excess tax (expense) benefit from stock based compensation	Net excess tax (expense) benefit from stock based compensation	(25)		336		Net excess tax (expense) benefit from stock based compensation	(91)			272
Other, net	Other, net	(40,513)		(16,493)		Other, net	(53,313)			(29,184)
NET CASH PROVIDED BY OPERATING ACTIVITIES	NET CASH PROVIDED BY OPERATING ACTIVITIES	17,052		34,049		NET CASH PROVIDED BY OPERATING ACTIVITIES	31,055			62,299
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of time deposits in other financial institutions	Purchase of time deposits in other financial institutions	(4)		(248)		Purchase of time deposits in other financial institutions	(7)			(248)
Proceeds from the sale of securities available for sale	Proceeds from the sale of securities available for sale	328,890		434,154		Proceeds from the sale of securities available for sale	511,639			1,194,897

Proceeds from the maturity of and principal paydowns on securities available for sale	Proceeds from the maturity of and principal paydowns on securities available for sale	92,413		86,727		Proceeds from the maturity of and principal paydowns on securities available for sale	212,538			178,930
Proceeds from the maturity of and principal paydowns on securities held to maturity	Proceeds from the maturity of and principal paydowns on securities held to maturity	55		2,156		Proceeds from the maturity of and principal paydowns on securities held to maturity	1,832			2,406
Proceeds from the maturity of time deposits in other financial institutions	Proceeds from the maturity of time deposits in other financial institutions	150		245		Proceeds from the maturity of time deposits in other financial institutions	150			490
Proceeds from the sale, maturity of and principal paydowns on other investments	Proceeds from the sale, maturity of and principal paydowns on other investments	5,613		2,730		Proceeds from the sale, maturity of and principal paydowns on other investments	6,135			7,992
Purchase of securities available for sale	Purchase of securities available for sale	(627,246)		(299,105)		Purchase of securities available for sale	(1,491,459)			(1,148,238)

Purchase of other investments	Purchase of other investments	(9,662)		(1,779)		Purchase of other investments	(10,273)			(4,899)
Net (increase) decrease in loans	Net (increase) decrease in loans	(5,568)		43,925		Net (increase) decrease in loans	(881,419)			77,147
Purchase of bank owned life insurance policies	Purchase of bank owned life insurance policies	(39)		(5)		Purchase of bank owned life insurance policies	(201)			(16)

Proceeds from bank owned life insurance policies						Proceeds from bank owned life insurance policies	—			421
Proceeds from sale of mortgage servicing rights						Proceeds from sale of mortgage servicing rights	—			33,823
Capital expenditures	Capital expenditures	(3,723)		(1,123)		Capital expenditures	(7,679)			(3,909)

Net cash and cash equivalents received in acquisitions						Net cash and cash equivalents received in acquisitions	—			38,650
Proceeds from the sale of equipment	Proceeds from the sale of equipment	—		117		Proceeds from the sale of equipment	3,331			829
Net cash expended in divestitures	Net cash expended in divestitures	—		28,142		Net cash expended in divestitures	—			(49,264)
Proceeds on sale of OREO and other repossessed assets	Proceeds on sale of OREO and other repossessed assets	1,019		2,537		Proceeds on sale of OREO and other repossessed assets	1,783			3,825
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	$	(218,102)	$	298,473	NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES	$	(1,653,630)		$	332,836


HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (Unaudited) (Dollars in thousands)	HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (Unaudited) (Dollars in thousands)					HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED (Unaudited) (Dollars in thousands)
		Three Months Ended March 31,							Six Months Ended June 30,
		2020		2019			2020		2019
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in demand deposits		$	153,111	$	(131,876)
Net increase in demand deposits						Net increase in demand deposits	$	1,287,288	$	4,675
Net increase in savings deposits	Net increase in savings deposits	59,185		74,016		Net increase in savings deposits	502,871		110,498
Net increase (decrease) in time deposit accounts	Net increase (decrease) in time deposit accounts	(82,602)		75,141		Net increase (decrease) in time deposit accounts	(125,791)		29,924

Net decrease in short-term borrowings	Net decrease in short-term borrowings	(34,987)		(43,000)		Net decrease in short-term borrowings	(12,799)		(44,326)
Proceeds from short term FHLB advances	Proceeds from short term FHLB advances	491,545		430,888		Proceeds from short term FHLB advances	516,545		430,888
Repayments of short term FHLB advances	Repayments of short term FHLB advances	(517,742)		(506,725)		Repayments of short term FHLB advances	(597,741)		(531,725)
Proceeds from other borrowings	Proceeds from other borrowings	1,930		50		Proceeds from other borrowings	33,750		50
Repayments of other borrowings	Repayments of other borrowings	(1,832)		(6,868)		Repayments of other borrowings	(3,622)		(15,621)

Net proceeds from the issuance of preferred stock						Net proceeds from the issuance of preferred stock	110,705		—

Proceeds from issuance of common stock	Proceeds from issuance of common stock	804		253		Proceeds from issuance of common stock	928		408
Dividends paid	Dividends paid	(7,353)		(5,530)		Dividends paid	(14,715)		(11,397)
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	62,059		(113,651)		NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES	1,697,419		(26,626)
Net increase (decrease) in cash and cash equivalents		(138,991)		218,871
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	74,844		368,509
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	378,734		273,630		Cash and cash equivalents at beginning of year	378,734		273,630
CASH AND CASH EQUIVALENTS AT END OF PERIOD	CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	239,743	$	492,501	CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	453,578	$	642,139
Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Cash paid for income/franchise taxes	Cash paid for income/franchise taxes	$	12	$	84	Cash paid for income/franchise taxes	$	12,798	$	19,495
Cash paid for interest	Cash paid for interest	$	18,222	$	16,537	Cash paid for interest	$	29,856	$	37,099
Loans transferred to OREO	Loans transferred to OREO	$	245	$	1,694	Loans transferred to OREO	$	1,055	$	4,655
Transfer of premises from premises, furniture and equipment, net, to premises, furniture and equipment held for sale	Transfer of premises from premises, furniture and equipment, net, to premises, furniture and equipment held for sale	$	—	$	654	Transfer of premises from premises, furniture and equipment, net, to premises, furniture and equipment held for sale	$	—	$	2,568

Deposits transferred to held for sale	Deposits transferred to held for sale	$	—	$	76,968	Deposits transferred to held for sale	$	—	$	76,968
Loans transferred to held for sale	Loans transferred to held for sale	$	—	$	32,111	Loans transferred to held for sale	$	—	$	32,111
Securities transferred from held to maturity to available for sale	Securities transferred from held to maturity to available for sale	$	—	$	148,030	Securities transferred from held to maturity to available for sale	$	—	$	148,030
Purchases of securities available for sale, accrued, not settled	Purchases of securities available for sale, accrued, not settled	$	14,035	$	2,019	Purchases of securities available for sale, accrued, not settled	$	—	$	37,373

Maturity of securities available for sale, accrued, not settled		$	—	$	1,000

Transfer of available for sale securities to held to maturity securities	Transfer of available for sale securities to held to maturity securities	$	462	$	—	Transfer of available for sale securities to held to maturity securities	$	462	$	—

Stock consideration granted for acquisitions						Stock consideration granted for acquisitions	$	—	$	92,258

See accompanying notes to consolidated financial statements.	See accompanying notes to consolidated financial statements.									See accompanying notes to consolidated financial statements.


HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Dollars in thousands, except per share data)	HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Dollars in thousands, except per share data)																											HEARTLAND FINANCIAL USA, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) (Dollars in thousands, except per share data)
		Heartland Financial USA, Inc. Stockholders' Equity																									Heartland Financial USA, Inc. Stockholders' Equity
		Preferred Stock		Common Stock		Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Equity			Preferred Stock		Common Stock		Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Income (Loss)				Total Equity
Balance at March 31, 2019																Balance at March 31, 2019	$	—	$	34,604	$	745,596	$	603,506	$	(11,604)			$	1,372,102
Comprehensive income																Comprehensive income							45,169		16,743				61,912

Cash dividends declared:																Cash dividends declared:

Common, $0.16 per share																Common, $0.16 per share							(5,867)						(5,867)

Issuance of 2,086,450 shares of common stock																Issuance of 2,086,450 shares of common stock			2,086		90,327								92,413
Stock based compensation																Stock based compensation					1,227								1,227
Balance at June 30, 2019																Balance at June 30, 2019	$	—	$	36,690	$	837,150	$	642,808	$	5,139			$	1,521,787
Balance at January 1, 2019	Balance at January 1, 2019	$	—	$	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)								31,497		20,045				51,542
Comprehensive income																Comprehensive income							76,666		36,788				113,454

Cumulative effect adjustment from the adoption of ASU 2016-02	Cumulative effect adjustment from the adoption of ASU 2016-02							(1,713)						(1,713)		Cumulative effect adjustment from the adoption of ASU 2016-02							(1,713)						(1,713)

Cash dividends declared:	Cash dividends declared:															Cash dividends declared:

Common, $0.16 per share								(5,530)						(5,530)
Common, $0.32 per share																Common, $0.32 per share							(11,397)						(11,397)

Issuance of 126,112 shares of common stock				127		126								253
Issuance of 2,212,562 shares of common stock																Issuance of 2,212,562 shares of common stock			2,213		90,453								92,666
Stock based compensation	Stock based compensation					2,375								2,375		Stock based compensation					3,602								3,602
Balance at March 31, 2019		$	—	$	34,604	$	745,596	$	603,506	$	(11,604)	$	—	$	1,372,102
Balance at June 30, 2019																Balance at June 30, 2019	$	—	$	36,690	$	837,150	$	642,808	$	5,139			$	1,521,787
Balance at March 31, 2020																Balance at March 31, 2020	$	—	$	36,807	$	842,780	$	700,298	$	(26,171)			$	1,553,714
Comprehensive income																Comprehensive income							$	30,131	$	58,729			88,860

Cash dividends declared:																Cash dividends declared:
Common, $0.20 per share																Common, $0.20 per share							(7,362)						(7,362)
Issuance of 11,500 shares of Series E preferred stock																Issuance of 11,500 shares of Series E preferred stock	110,705												110,705
Issuance of 37,527 shares of common stock																Issuance of 37,527 shares of common stock			38		86								124
Stock based compensation																Stock based compensation					1,336								1,336
Balance at June 30, 2020																Balance at June 30, 2020	$	110,705	$	36,845	$	844,202	$	723,067	$	32,558			$	1,747,377
Balance at January 1, 2020	Balance at January 1, 2020	$	—	$	36,704	$	839,857	$	702,502	$	(926)	$	—	$	1,578,137	Balance at January 1, 2020	$	—	$	36,704	$	839,857	$	702,502	$	(926)			$	1,578,137
Comprehensive income/(loss)								20,040		(25,245)				(5,205)
Comprehensive income																Comprehensive income							50,171		33,484				83,655

Cumulative effect adjustment from the adoption of ASU 2016-13	Cumulative effect adjustment from the adoption of ASU 2016-13							(14,891)						(14,891)		Cumulative effect adjustment from the adoption of ASU 2016-13							(14,891)						(14,891)
Cash dividends declared:	Cash dividends declared:															Cash dividends declared:

Common, $0.20 per share								(7,353)						(7,353)
Common, $0.40 per share																Common, $0.40 per share							(14,715)						(14,715)

Issuance of 11,500 shares of Series E preferred stock																Issuance of 11,500 shares of Series E preferred stock	110,705												110,705

Issuance of 102,939 shares of common stock				103		701								804
Issuance of 140,466 shares of common stock																Issuance of 140,466 shares of common stock			141		787								928
Stock based compensation	Stock based compensation					2,222								2,222		Stock based compensation					3,558								3,558
Balance at March 31, 2020		$	—	$	36,807	$	842,780	$	700,298	$	(26,171)	$	—	$	1,553,714
Balance at June 30, 2020																Balance at June 30, 2020	$	110,705	$	36,845	$	844,202	$	723,067	$	32,558			$	1,747,377

See accompanying notes to consolidated financial statements.	See accompanying notes to consolidated financial statements.																					See accompanying notes to consolidated financial statements.

HEARTLAND FINANCIAL USA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: BASIS OF PRESENTATION

The interim unaudited consolidated financial statements contained herein should be read in conjunction with the audited consolidated financial statements and accompanying notes to the consolidated financial statements for the fiscal year ended December 31, 2019, included in the Form 10-K of Heartland Financial USA, Inc. ("Heartland") filed with the Securities and Exchange Commission ("SEC") on February 26, 2020. Footnote disclosures to the interim unaudited consolidated financial statements which would substantially duplicate the disclosure contained in the footnotes to the audited consolidated financial statements have been omitted.

The financial information of Heartland included herein has been prepared in accordance with U.S. generally accepted accounting principles for interim financial reporting and has been prepared pursuant to the rules and regulations for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Such information reflects all adjustments (consisting of normal recurring adjustments), that are, in the opinion of management, necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of the interim period ended ~~March 31,~~June 30, 2020, are not necessarily indicative of the results expected for the year ending December 31, 2020.

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 ~~three-month~~three- and six--month periods ended ~~March 31,~~June 30, 2020, and 2019, are shown in the table below:


							Three Months Ended June 30,
(Dollars and number of shares in thousands, except per share data)						(Dollars and number of shares in thousands, except per share data)	2020		2019
Net income available to stockholders						Net income available to stockholders	$	30,131	$	45,169

Weighted average common shares outstanding for basic earnings per share						Weighted average common shares outstanding for basic earnings per share	36,881		35,744
Assumed incremental common shares issued upon vesting of outstanding restricted stock units						Assumed incremental common shares issued upon vesting of outstanding restricted stock units	35		135
Weighted average common shares for diluted earnings per share						Weighted average common shares for diluted earnings per share	36,916		35,879
Earnings per common share — basic						Earnings per common share — basic	$	0.82	$	1.26
Earnings per common share — diluted						Earnings per common share — diluted	$	0.82	$	1.26
Number of antidilutive common stock equivalents excluded from diluted earnings per share computation						Number of antidilutive common stock equivalents excluded from diluted earnings per share computation	54		7

		Three Months Ended March 31,							Six Months Ended June 30,
(Dollars and number of shares in thousands, except per share data)	(Dollars and number of shares in thousands, except per share data)	2020		2019		(Dollars and number of shares in thousands, except per share data)	2020		2019

Net income available to stockholders	Net income available to stockholders	$	20,040	$	31,497	Net income available to stockholders	$	50,171	$	76,666

Weighted average common shares outstanding for basic earnings per share	Weighted average common shares outstanding for basic earnings per share	36,821		34,564		Weighted average common shares outstanding for basic earnings per share	36,851		35,157
Assumed incremental common shares issued upon vesting of outstanding restricted stock units	Assumed incremental common shares issued upon vesting of outstanding restricted stock units	75		136		Assumed incremental common shares issued upon vesting of outstanding restricted stock units	69		138
Weighted average common shares for diluted earnings per share	Weighted average common shares for diluted earnings per share	36,896		34,700		Weighted average common shares for diluted earnings per share	36,920		35,295
Earnings per common share — basic	Earnings per common share — basic	$	0.54	$	0.91	Earnings per common share — basic	$	1.36	$	2.18
Earnings per common share — diluted	Earnings per common share — diluted	$	0.54	$	0.91	Earnings per common share — diluted	$	1.36	$	2.17
Number of antidilutive common stock equivalents excluded from diluted earnings per share computation	Number of antidilutive common stock equivalents excluded from diluted earnings per share computation	—		2		Number of antidilutive common stock equivalents excluded from diluted earnings per share computation	1		7

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

Effect of New Financial Accounting Standards

ASU 2016-13

On January 1, 2020, Heartland adopted Accounting Standards Update ("ASU") 2016-13, "Financial Instruments - Credit Losses (Topic 326),", which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss ("CECL") methodology. Also on January 1, 2020, Heartland adopted ASU 2019-04, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments," which amended certain provisions contained in ASU 2016-13, particularly by including accrued interest in the definition of amortized cost, as well as by clarifying that loan extension and renewal options in the original or modified contract that are not unconditionally cancelable by the entity should be considered in the entity's determination of expected credit losses. Also on January 1, 2020, Heartland adopted ASU 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses," which amended certain aspects of ASU 2016-13.

The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, which includes loans held to maturity and held to maturity debt securities. It also applies to available for sale

debt securities and off-balance sheet unfunded loan commitments. Heartland adopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost basis and off-balance sheet unfunded loan commitments. Results for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP.

Heartland's adoption of ASU 2016-13 resulted in an increase of $12.1 million to the allowance for credit losses related to loans, which included the addition of $6.0 million of purchased credit impaired discount on previously acquired loans and a cumulative-effect adjustment to retained earnings totaling $4.6 million, net of taxes of $1.5 million. Heartland adopted ASU 2016-13 using the prospective transition approach for loans purchased with credit deterioration ("PCD") that were previously classified as purchased credit impaired ("PCI") and accounted for under Accounting Standards Codification ("ASC") 310-30. In accordance with ASC 326, Heartland did not reassess whether PCI loans met the criteria of PCD loans as of the adoption date.

The adoption of ASU 2016-13 resulted in an increase of $13.6 million to the allowance for unfunded commitments and a cumulative-effect adjustment to retained earnings totaling $10.2 million, net of taxes of $3.4 million.

The adoption of ASU 2016-13 also established an allowance for credit losses for Heartland's held to maturity debt securities of $158,000 and a cumulative-effect adjustment to retained earnings totaling $118,000, net of taxes of $40,000. Heartland did not record an allowance for credit losses for Heartland's available for sale debt securities upon adoption of ASU 2016-13.

The total result of the adoption of ASU 2016-13 was a cumulative-effect adjustment to Heartland's retained earnings of $14.9 million, net of taxes of $5.0 million.

Heartland elected to not measure an allowance for credit losses on accrued interest as such accrued interest is written off in a timely manner when deemed uncollectible. Any such write-off of accrued interest will reverse previously recognized interest income. Heartland elected to not include accrued interest within the presentation and disclosures of the carrying amount of financial assets held at amortized cost. This election is applicable to the various disclosures included within the consolidated financial statements and notes contained in this Quarterly Report on Form 10-Q.

The adoption of ASU 2019-04 did not have a material impact on Heartland's results of operation or financial condition.

Heartland elected not to utilize the regulatory transition relief issued by federal regulatory authorities in the first quarter of 2020, which allowed banking institutions to delay the impact of CECL on regulatory capital because the impact on the capital ratios of Heartland and its subsidiary banks was not significant.

Loans Held to Maturity

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost, which is the principal amount outstanding, net of cumulative charge-offs, unamortized net deferred loan origination fees and costs and unamortized premiums or discounts on purchased loans. Heartland has a loan policy which establishes the credit risk appetite, lending standards and underwriting criteria designed so that Heartland may extend credit in a prudent and sound manner. The Heartland board of directors reviews and approves the loan policy 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.

Heartland originates commercial and industrial loans and owner occupied 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. Non-owner occupied commercial real estate loans provide financing for various non-owner occupied or income producing properties. Real estate construction loans are generally short-term or interim loans that provide financing for acquiring or developing commercial income properties, multi-family projects or single-family residential homes. Agricultural and agricultural real estate loans provide financing for capital improvements and farm operations, as well as livestock and machinery purchases. Residential real estate loans are originated for the purchase or refinancing of single family residential properties. Consumer loans include loans for motor vehicles, home improvement, home equity and personal lines of credit.

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 credit 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) there is a sustained period of repayment performance (generally a minimum of six months) by the borrower in accordance with the scheduled contractual terms.

Allowance for Credit Losses on Loans

The allowance for credit losses is a valuation account that is deducted from the loans held to maturity amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of the amounts previously charged off.

Heartland's allowance model is designed to consider the current contractual term of the loan, defined as starting as of the most recent renewal date and ending at maturity date. Prepayments are implicit in the model.

Management's estimation of expected credit losses is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. Adjustments are made to historical loss experience to reflect differences in asset-specific risk characteristics, such as underwriting standards, portfolio mix or asset terms and differences in economic conditions, both current conditions and reasonable and supportable forecasts. If Heartland is not able to make or obtain reasonable and supportable forecasts for the entire life of the financial asset, it is required to estimate expected credit losses for the remaining life using an approach that reverts to historical credit loss information. The components of the allowance for credit losses are described more specifically below.

Quantitative Factors

The quantitative component of the allowance for credit losses is measured using historical loss experience using a look-back period, currently over the most recent 12 years, on a pool basis for loans with similar risk characteristics. Heartland utilizes third-party software to calculate the expected credit losses. The risks in the commercial and industrial loan portfolio include the unpredictability of the cash flow of the borrowers and the variability in the value of the collateral securing the loans. Owner occupied commercial real estate loans are dependent upon the cash flow of the borrowers and the collateral value of the real estate. Non-owner occupied commercial real estate loans are typically dependent, in large part, on sufficient income from the properties securing the loans to cover the operating expenses and debt service. Real estate construction loans involve additional risks because funds are advanced based upon estimates of costs and the estimated value of the completed project. Additionally, real estate construction loans have a greater risk of default in a weaker economy because the source of repayment is reliant on the successful and timely sale of the project. Agricultural and agricultural real estate loans are dependent upon the profitable operation or management of the farm property securing the loan. Loans secured by farm equipment, livestock or crops may not provide an adequate source of repayment because of damage or depreciation. Residential real estate loans are dependent upon the borrower's ability to repay the loan and the underlying collateral value. Consumer loans are dependent upon the borrower's personal financial circumstances and continued financial stability.

If a loan no longer shares similar risk characteristics with other loans in the pool and does not share similar risk characteristics with another pool, it is evaluated on an individual basis and is not included in the collective evaluation. Heartland will individually assess loans that are collateral dependent. A loan is collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For those loans that are deemed collateral dependent and in foreclosure the impairment will be recognized by creating a specific reserve against

the loan with a corresponding charge to provision expense. In most cases, the specific reserve will be charged off in the same quarter as the loss is probable. Individually assessed loans will be considered non-accrual since it is probable that the collection of all principal and interest will not occur. In some cases when foreclosure is not probable, but Heartland believes certain loans do not share the same risk characteristics with the like loans in the pool, the standard allows for these loans to be individually assessed. All individually assessed calculations are completed at least annually.

Qualitative Factors

Heartland's allowance methodology also has a qualitative component, the purpose of which is to provide management with a means to take into consideration changes in current conditions that could potentially have an effect, up or down, on the level of recognized loan losses, that, for whatever reason, fail to show up in the quantitative analysis performed in determining its base loan loss rates.

Heartland utilizes the following qualitative factors:

•changes in lending policies and procedures

•changes in the nature and volume of loans

•experience and ability of management

•changes in the credit quality of the loan portfolio

•~~quality of institution’s loan review system~~risk in acquired portfolios

•concentrations of credit

•other external factors

The qualitative adjustments are based on the comparison of the current condition to the average condition over the look back period. The adjustment amount can be either positive or negative depending whether or not the current condition is better or worse than the historical average. Heartland incorporates the adjustments for changes in current conditions using an overlay method. The adjustments are applied as a percentage adjustment in addition to the calculated historical loss rates of each pool. These adjustments reflect the extent to which Heartland expects current conditions to differ from the conditions that existed for the period over which historical information was evaluated. Heartland utilizes anchoring to determine the minimum and maximum amount of qualitative allowance for credit losses, which is determined by comparing the highest and lowest historical rate to the average loss rate to calculate the rate for the adjustment.

Economic Forecasting

Heartland utilizes an overlay method for its economic forecasting component, similar to the method utilized for the qualitative factors. The length of the reasonable and supportable forecast period is a judgmental determination based on the level to which the entity can support its forecast of economic conditions that drive its estimate of expected loss. Heartland compares forecasted economic indices, such as unemployment and gross domestic product, to the economic conditions that existed over Heartland's look-back period.

It is expected that actual economic conditions will, in many circumstances, turn out differently than forecasted because the ultimate outcomes during the forecast period may be affected by events that were unforeseen, such as economic disruption and fiscal or monetary policy actions, which are exacerbated by longer forecasting periods. This uncertainty would be relevant to the entity’s confidence level as to the outcomes being forecasted. That is, an entity is likely less confident in the ultimate outcome of events that will occur at the end of the forecast period as compared to the beginning. As a result, actual future economic conditions may not be an effective indicator of the quality of management’s forecasting process, including the length of the forecast period.

Heartland has access to various third-party economic forecast scenarios provided by Moody's, which are updated quarterly in Heartland's methodology. Because Heartland is applying the economic forecast adjustment qualitatively, the concept of "reversion to the historical mean" does not apply. For Heartland's January 1, 2020 calculation, a two-year reasonable and supportable forecast period was used. Because of the economic uncertainty associated with COVID-19, Heartland utilized a one-year reasonable and supportable forecast period for the calculation of both the March 31, 2020, and June 30, 2020, allowance for credit losses.

Allowance for Credit Losses on Unfunded Loan Commitments

Heartland estimates expected credit losses over the contractual term of the loan for the unfunded portion of the loan commitment that is not unconditionally cancellable by Heartland. Management uses an estimated average utilization rate to determine the exposure at default. The allowance for unfunded commitments is recorded in the Accrued Expenses and Other Liabilities section of the consolidated balance sheets.

Allowance for Credit Losses on Held to Maturity Debt Securities

Heartland measures expected credit losses on held to maturity debt securities on a collective basis based on security type. The estimate of expected credit losses considers historical credit information that is adjusted for current conditions and supportable forecasts. Heartland's held to maturity debt securities consist primarily of investment grade obligations of states and political subdivisions. The forecast and forecast period used in the calculation of allowance for credit losses on loans is used in calculating the allowance for credit losses on held to maturity debt securities, and Heartland utilizes a third-party to calculate the expected credit losses.

Allowance for Credit Losses on Available for Sale ("AFS") Debt Securities

ASU 2016-13 modifies the impairment model for AFS debt securities. AFS debt securities in unrealized loss positions are evaluated for credit related loss at least quarterly. The decline in fair value of an AFS debt security due to credit loss results in recording an allowance for credit losses to the extent the fair value is less than the amortized cost basis. Declines in fair value that have not been recorded through an allowance for credit losses, such as declines due to changes in market interest rates, are recorded through other comprehensive income, net of applicable taxes. Although these evaluations involve significant judgment, an unrealized loss in the fair value of a debt security is generally considered to not be related to credit when the fair value of the security is below the carrying value primarily due to changes in risk-free interest rates, there has not been

significant deterioration in the financial condition of the issuer, and Heartland does not intend to sell nor does it believe it will be required to sell the security before the recovery of its cost basis.

Heartland did not record an allowance for credit losses on AFS debt securities upon adoption of ASU 2016-13 or at ~~March 31,~~June 30, 2020.

ASU 2017-04

In January 2017, the Financial Accounting Standards Board ("FASB") issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350)." The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Instead, an entity performs 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 has the option to perform a qualitative assessment for a reporting unit to determine if the quantitative step one impairment test is necessary. This ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and is applied prospectively. Early adoption was permitted, including in an interim period for impairment tests performed after January 1, 2017. Heartland adopted ASU 2017-04 in the first quarter of 2020.

Heartland used this approach to evaluate its goodwill during the second quarter of 2020, ~~and~~as an unprecedented deterioration in economic conditions triggered by the ~~adoption did~~COVID-19 pandemic caused a significant decline in stock market valuations, including Heartland's common stock price. Based on this goodwill impairment assessment, Heartland concluded that its goodwill was not ~~have a material impact on its results of operations, financial position and liquidity.~~impaired.

ASU 2018-13

In August 2018, the FASB issued ASU 2018-13, "Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." ASU 2018-13 eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy but are 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 was permitted. Heartland adopted this ASU on January 1, 2020, as required, and because ASU 2018-13 only revised disclosure requirements, the adoption of this ASU did not have a material impact on its results of operations, financial position and liquidity.

ASU 2018-16

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, 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. ASU 2018-16 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. ASU 2018-16 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 are 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 expected to take place at the end of 2021, and management will continue to actively assess the related opportunities and risks involved in this transition.

ASU 2019-12

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes." ASU 2019-12 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.

ASU 2020-02

In February 2020, the FASB issued ASU 2020-02, "Financial Instruments - Credit losses (Topic 326) and Leases (Topic 842)," which incorporates SEC Staff Accounting Bulletin ("SAB") 119 (updated from SAB 102) into the ASC by aligning SEC recommended policies and procedures with ASC 326. ASU 2020-02 was effective immediately for Heartland and had no significant impact on its results of operations, financial position and liquidity.

ASU 2020-03

In March 2020, the FASB issued ASU 2020-03, "Codification Improvements to Financial Instruments," which revised a wide variety of topics in the ASC with the intent to make the ASC easier to understand and apply by eliminating inconsistencies and providing clarifications. ASU 2020-03 was effective immediately upon its release, and the adoption did not have a material impact on Heartland's results of operations, financial position and liquidity.

ASU 2020-04

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform," which provides optional expedients and exceptions for applying GAAP to loan and lease agreements, derivative contracts, and other transactions affected by the anticipated transition away from LIBOR toward new interest rate benchmarks. For loan and lease agreements that are modified because of reference rate reform and that meet certain scope guidance (i) modifications of loan agreements should be accounted for by prospectively adjusting the effective interest rate, and the modifications would be considered "minor" with the result that any existing unamortized origination fees/costs would carry forward and continue to be amortized and (ii) modifications of lease agreements should be accounted for as a continuation of the existing agreement, with no reassessments of the lease classification and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts. ASU 2020-04 also provides numerous optional expedients for derivative accounting. ASU 2020-04 is effective March 12, 2020 through December 31, 2022. An entity may elect to apply ASU 2020-04 for contract modifications as of January 1, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic within the ASC, ASU 2020-04 must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. Heartland anticipates that ASU 2020-04 will simplify any modifications executed between the selected start date and December 31, 2022 that are directly related to LIBOR transition by allowing prospective recognition of the continuation of the contract, rather than extinguishment of the old contract that would result in writing off unamortized fees/costs. Management will continue to actively assess the impacts of ASU 2020-04 and the related opportunities and risks involved in the LIBOR transition.

NOTE 2: ACQUISITIONS

Pending Acquisition

Johnson Bank branches

On June 9, 2020, Arizona Bank & Trust ("AB&T"), which is a wholly-owned subsidiary of Heartland headquartered in Phoenix, Arizona, entered into a purchase and assumption agreement, pursuant to which AB&T will acquire certain assets and will assume substantially all of the deposits and certain other liabilities of Johnson Bank's Arizona operations, which includes four banking centers. Johnson Bank is a wholly-owned subsidiary of Johnson Financial Group, Inc., headquartered in Racine, Wisconsin. Johnson Insurance Services is not a part of this transaction.

Under the terms of the purchase and assumption agreement, AB&T will acquire Johnson Bank's Arizona banking centers, which had deposits of approximately $415.3 million and loans of approximately $168.1 million as of June 30, 2020. The actual amount of deposits assumed and loans acquired will be determined at closing. Because the purchase and assumption agreement was signed on June 9, 2020, and the transaction is expected to close in the fourth quarter of 2020, the transaction had no impact on Heartland's consolidated financial statements for the six months ended June 30, 2020.

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. Shareholders of AIM Bancshares will receive 207.0 shares of Heartland common stock and $685.00 of cash for each share of AIM Bancshares. The transaction value will change due to fluctuations in the price of Heartland common stock and is subject to certain potential adjustments as set forth in the merger agreement. 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. As of ~~March 31,~~June 30, 2020, AimBank had total assets of ~~$1.82~~$1.95 billion, ~~$1.16~~$1.19 billion of gross loans outstanding, and ~~$1.58~~$1.69 billion of deposits. Heartland and AIM Bancshares, Inc. are currently reviewing the corporate structure and terms of the transaction. Because the merger agreement was signed on February 11, 2020 and the transaction ~~is expected~~did not close prior to ~~close in the third quarter of~~June 30, 2020, the transaction ~~has~~had no impact on Heartland's ~~first quarter 2020~~ consolidated financial ~~statements.~~statements for the six months ended June 30, 2020.

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. ("BVBC") 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 BVBC 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 BVBC 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, BVBC 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 BVBC.

NOTE 3: 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 that are carried at fair value as of ~~March 31,~~June 30, 2020, and December 31, 2019, are summarized in the table below, in thousands:


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
March 31, 2020
June 30, 2020										June 30, 2020
U.S. government corporations and agencies	U.S. government corporations and agencies	$	9,796	$	120	$	—	$	9,916	U.S. government corporations and agencies	$	5,745	$	97	$	—	$	5,842
Mortgage and asset-backed securities	Mortgage and asset-backed securities	2,574,131		25,835		(79,962)		2,520,004		Mortgage and asset-backed securities	3,130,605		45,792		(41,958)		3,134,439
Obligations of states and political subdivisions	Obligations of states and political subdivisions	915,045		29,927		(4,531)		940,441		Obligations of states and political subdivisions	919,665		49,828		(2,814)		966,679

Total debt securities	Total debt securities	3,498,972		55,882		(84,493)		3,470,361		Total debt securities	4,056,015		95,717		(44,772)		4,106,960
Equity securities with a readily determinable fair value	Equity securities with a readily determinable fair value	18,260		—		—		18,260		Equity securities with a readily determinable fair value	19,391		—		—		19,391
Total	Total	$	3,517,232	$	55,882	$	(84,493)	$	3,488,621	Total	$	4,075,406	$	95,717	$	(44,772)	$	4,126,351
December 31, 2019	December 31, 2019									December 31, 2019
U.S. government corporations and agencies	U.S. government corporations and agencies	$	9,844	$	49	$	—	$	9,893	U.S. government corporations and agencies	$	9,844	$	49	$	—	$	9,893
Mortgage and asset-backed securities	Mortgage and asset-backed securities	2,579,081		17,200		(19,003)		2,577,278		Mortgage and asset-backed securities	2,579,081		17,200		(19,003)		2,577,278
Obligations of states and political subdivisions	Obligations of states and political subdivisions	704,073		12,516		(9,399)		707,190		Obligations of states and political subdivisions	704,073		12,516		(9,399)		707,190

Total debt securities	Total debt securities	3,292,998		29,765		(28,402)		3,294,361		Total debt securities	3,292,998		29,765		(28,402)		3,294,361
Equity securities with a readily determinable fair value	Equity securities with a readily determinable fair value	18,435		—		—		18,435		Equity securities with a readily determinable fair value	18,435		—		—		18,435
Total	Total	$	3,311,433	$	29,765	$	(28,402)	$	3,312,796	Total	$	3,311,433	$	29,765	$	(28,402)	$	3,312,796

The amortized cost, gross unrealized gains and losses and estimated fair values of held to maturity securities as of ~~March 31,~~June 30, 2020, and December 31, 2019, are summarized in the table below, in thousands:


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Allowance for Credit Losses			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Allowance for Credit Losses
March 31, 2020
June 30, 2020												June 30, 2020

Obligations of states and political subdivisions	Obligations of states and political subdivisions	$	92,072	$	9,303	$	—	$	101,375	$	(197)	Obligations of states and political subdivisions	$	90,641	$	10,916	$	—	$	101,557	$	(62)
Total	Total	$	92,072	$	9,303	$	—	$	101,375	$	(197)	Total	$	90,641	$	10,916	$	—	$	101,557	$	(62)
December 31, 2019	December 31, 2019											December 31, 2019

Obligations of states and political subdivisions	Obligations of states and political subdivisions	$	91,324	$	9,160	$	—	$	100,484	$	—	Obligations of states and political subdivisions	$	91,324	$	9,160	$	—	$	100,484	$	—
Total	Total	$	91,324	$	9,160	$	—	$	100,484	$	—	Total	$	91,324	$	9,160	$	—	$	100,484	$	—

As of ~~March 31,~~June 30, 2020, Heartland had ~~$13.6~~$14.5 million of accrued interest receivable, which is included in other assets on the consolidated balance sheet. Heartland does not consider accrued interest receivable in the carrying amount of financial assets held at amortized cost basis or in the allowance for credit losses calculation.

The amortized cost and estimated fair value of investment securities carried at fair value at ~~March 31,~~June 30, 2020, 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.


		March 31, 2020							June 30, 2020
		Amortized Cost		Estimated Fair Value			Amortized Cost		Estimated Fair Value
Due in 1 year or less	Due in 1 year or less	$	13,010	$	13,115	Due in 1 year or less	$	9,026	$	9,079
Due in 1 to 5 years	Due in 1 to 5 years	28,459		28,965		Due in 1 to 5 years	22,916		23,333
Due in 5 to 10 years	Due in 5 to 10 years	77,800		80,445		Due in 5 to 10 years	77,716		81,897
Due after 10 years	Due after 10 years	805,572		827,832		Due after 10 years	815,752		858,212
Total debt securities	Total debt securities	924,841		950,357		Total debt securities	925,410		972,521
Mortgage and asset-backed securities	Mortgage and asset-backed securities	2,574,131		2,520,004		Mortgage and asset-backed securities	3,130,605		3,134,439
Equity securities with a readily determinable fair value	Equity securities with a readily determinable fair value	18,260		18,260		Equity securities with a readily determinable fair value	19,391		19,391
Total investment securities	Total investment securities	$	3,517,232	$	3,488,621	Total investment securities	$	4,075,406	$	4,126,351

The amortized cost and estimated fair value of debt securities held to maturity at ~~March 31,~~June 30, 2020, 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.


		March 31, 2020							June 30, 2020
		Amortized Cost		Estimated Fair Value			Amortized Cost		Estimated Fair Value
Due in 1 year or less	Due in 1 year or less	$	3,357	$	3,398	Due in 1 year or less	$	1,814	$	1,840
Due in 1 to 5 years	Due in 1 to 5 years	16,681		17,158		Due in 1 to 5 years	17,582		18,389
Due in 5 to 10 years	Due in 5 to 10 years	60,368		65,394		Due in 5 to 10 years	59,986		65,872
Due after 10 years	Due after 10 years	11,666		15,425		Due after 10 years	11,259		15,456
Total debt securities	Total debt securities	92,072		101,375		Total debt securities	90,641		101,557
Allowance for credit losses	Allowance for credit losses	(197)		—		Allowance for credit losses	(62)		—
Total investment securities	Total investment securities	$	91,875	$	101,375	Total investment securities	$	90,579	$	101,557

As of ~~March 31,~~June 30, 2020, and December 31, 2019, securities with a carrying value of ~~$1.02~~$2.07 billion and $509.6 million, respectively, were pledged to secure public and trust deposits, short-term borrowings and for other purposes as required or permitted by law.

Gross gains and losses realized related to the sales of securities carried at fair value for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2020 and 2019, are summarized as follows, in thousands:


		Three Months Ended March 31,							Three Months Ended June 30,						Six Months Ended June 30,
		2020		2019			2020		2019		2020		2019
Proceeds from sales	Proceeds from sales	$	328,890��	$	434,154	Proceeds from sales	$	182,749	$	760,743	$	511,639	$	1,194,897
Gross security gains	Gross security gains	2,904		2,408		Gross security gains	3,958		5,522		6,862		7,930
Gross security losses	Gross security losses	1,246		833		Gross security losses	1,952		1,942		3,198		2,775

The following ~~tables summarize,~~table summarizes, 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 ~~March 31,~~June 30, 2020, and December 31, 2019. 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 months or more. The reference point for determining how long an investment was in an unrealized loss position was ~~March 31,~~June 30, 2019, and December 31, 2018, respectively.


Debt securities available for sale	Debt securities available for sale	Less than 12 months									12 months or longer										Total							Debt securities available for sale	Less than 12 months					12 months or longer	Total
		Fair Value		Unrealized Losses		Count	Fair Value		Unrealized Losses		Count	Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count	Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count
March 31, 2020
U.S. government corporations and agencies		$	—	$	—	—	$	—	$	—	—	$	—	$	—	—
June 30, 2020																	June 30, 2020

Mortgage and asset-backed securities	Mortgage and asset-backed securities	1,255,628		(65,624)		129	168,360		(14,338)		44	1,423,988		(79,962)		173	Mortgage and asset-backed securities	$	1,070,001	$	(23,591)	81	$	392,756	$	(18,367)	19		$	1,462,757	$	(41,958)	100
Obligations of states and political subdivisions	Obligations of states and political subdivisions	202,240		(4,531)		29	—		—		—	202,240		(4,531)		29	Obligations of states and political subdivisions	104,108		(2,814)		97	—		—		—		104,108		(2,814)		97

Total temporarily impaired securities	Total temporarily impaired securities	$	1,457,868	$	(70,155)	158	$	168,360	$	(14,338)	44	$	1,626,228	$	(84,493)	202	Total temporarily impaired securities	$	1,174,109	$	(26,405)	178	$	392,756	$	(18,367)	19		$	1,566,865	$	(44,772)	197
December 31, 2019	December 31, 2019																															December 31, 2019
U.S. government corporations and agencies		$	—	$	—	—	$	—	$	—	—	$	—	$	—	—

Mortgage and asset-backed securities	Mortgage and asset-backed securities	1,231,732		(14,189)		150	241,232		(4,814)		58	1,472,964		(19,003)		208	Mortgage and asset-backed securities	$	1,231,732	$	(14,189)	150	$	241,232	$	(4,814)	58		$	1,472,964	$	(19,003)	208
Obligations of states and political subdivisions	Obligations of states and political subdivisions	387,534		(9,399)		50	—		—		—	387,534		(9,399)		50	Obligations of states and political subdivisions	387,534		(9,399)		50	—		—		—		387,534		(9,399)		50

Total temporarily impaired securities	Total temporarily impaired securities	$	1,619,266	$	(23,588)	200	$	241,232	$	(4,814)	58	$	1,860,498	$	(28,402)	258	Total temporarily impaired securities	$	1,619,266	$	(23,588)	200	$	241,232	$	(4,814)	58		$	1,860,498	$	(28,402)	258

~~Securities held to maturity~~

~~Less than 12 months~~

~~12 months or longer~~

~~Total~~

Fair
Value

Unrealized
Losses

~~Count~~

Fair
Value

Unrealized
Losses

~~Count~~

Fair
Value

Unrealized
Losses

~~Count~~

~~March 31, 2020~~

~~Obligations of states and political subdivisions~~

—

~~Total temporarily impaired securities~~

—

~~December 31, 2019~~

~~Obligations of states and political subdivisions~~

—

~~Total temporarily impaired securities~~

—

Heartland had 0 securities held to maturity with unrealized losses at June 30, 2020, or December 31, 2019.

On January 1, 2020, Heartland adopted the amendments within ASU 2016-13, which replaced the legacy GAAP other-than-temporary impairment ("OTTI") model with a credit loss model. The credit loss model under ASC 326-30, applicable to AFS debt securities, requires the recognition of credit losses through an allowance account, but retains the concept from the OTTI model that credit losses are recognized once securities become impaired. See Note 1, "Basis of Presentation," to the consolidated financial statements included herein for a discussion of the impact of the adoption of ASU 2016-13. Heartland reviews the investment securities portfolio at the security level on a quarterly basis for potential credit losses, which takes into consideration numerous factors, and the relative significance of any single factor can vary by security. Some factors Heartland may consider include 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.

The remaining unrealized losses on Heartland's mortgage and asset-backed securities are the result of changes in market interest rates or widening of market spreads subsequent to the initial purchase of the securities. The losses are not related to concerns regarding the underlying credit of the issuers or the underlying collateral. It is expected that the securities will not be settled at a price less than the amortized cost of the investment. Because the decline in fair value is attributable to changes in interest rates

or widening market spreads and not credit quality, and because Heartland has the intent and ability to hold these investments until a market price recovery or to maturity and does not believe it will be required to sell the securities before maturity, no credit losses were recognized on these securities during the three and six months ended ~~March 31,~~June 30, 2020.

The remaining unrealized losses on Heartland's obligations of states and political subdivisions are the result of changes in market interest rates or widening of market spreads subsequent to the initial purchase of the securities. Management monitors the published credit ratings of these securities and the stability of the underlying municipalities. Because the decline in fair value is attributable to changes in interest rates or widening market spreads due to insurance company downgrades and not underlying credit quality, and because Heartland has the intent and ability to hold these investments until a market price recovery or to maturity and does not believe it will be required to sell the securities before maturity, no credit losses were recognized on these securities during the three and six months ended ~~March 31,~~June 30, 2020.

The credit loss model under ASC 326-30, applicable to held to maturity debt securities, requires the recognition of lifetime expected credit losses through an allowance account at the time when the security is purchased. The following table presents, in

thousands, the activity in the allowance for credit losses for securities held to maturity by major security type for the ~~quarter~~three- and six months ended ~~March 31,~~June 30, 2020:


	Obligations of states and political subdivisions
Balance at March 31, 2020	$	197
Provision for credit losses	(135)
Balance at June 30, 2020	$	62

	Obligations of states and political subdivisions
Balance at December 31, 2019	$	—
Impact of ASU 2016-13 adoption	158
Provision for credit losses	39 (96)
Balance at ~~March 31,~~June 30, 2020	$	~~197~~62

The following table summarizes, in thousands, the carrying amount of Heartland's held to maturity debt securities by investment rating as of ~~March 31,~~June 30, 2020, which are updated quarterly and used to monitor the credit quality of the securities:


Rating	Obligations of states and political subdivisions
AAA	$	~~3,060~~3,086
AA, AA+, AA-	~~22,929~~16,947
A+, A, A-	~~11,266~~13,750
BBB	~~6,044~~6,102
Not Rated	~~48,773~~50,756
Total	$	~~92,072~~90,641

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 $20.9 million at ~~March 31,~~June 30, 2020 and $16.8 million at December 31, 2019.

The Heartland banks are required by federal law to maintain FHLB stock as members of the various FHLBs. These equity securities are "restricted" in that they can only be sold back to the respective institutions from which they were acquired or another member institution at par. Therefore, the FHLB stock is less liquid than other marketable equity securities, and the 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 ~~March 31,~~June 30, 2020, did not consider the investments to be other than temporarily impaired.

NOTE 4: LOANS

Loans as of ~~March 31,~~June 30, 2020, and December 31, 2019, were as follows, in thousands:


		March 31, 2020		December 31, 2019			June 30, 2020		December 31, 2019
Loans receivable held to maturity:	Loans receivable held to maturity:					Loans receivable held to maturity:
Commercial and industrial	Commercial and industrial	$	2,550,490	$	2,530,809	Commercial and industrial	$	2,364,400	$	2,530,809
Paycheck Protection Program ("PPP")						Paycheck Protection Program ("PPP")	1,124,430		—
Owner occupied commercial real estate	Owner occupied commercial real estate	1,431,038		1,472,704		Owner occupied commercial real estate	1,433,271		1,472,704
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	1,551,787		1,495,877		Non-owner occupied commercial real estate	1,543,623		1,495,877
Real estate construction	Real estate construction	1,069,700		1,027,081		Real estate construction	1,115,843		1,027,081
Agricultural and agricultural real estate	Agricultural and agricultural real estate	550,107		565,837		Agricultural and agricultural real estate	520,773		565,837
Residential real estate	Residential real estate	792,540		832,277		Residential real estate	735,762		832,277
Consumer	Consumer	428,574		443,332		Consumer	408,728		443,332
Total loans receivable held to maturity	Total loans receivable held to maturity	8,374,236		8,367,917		Total loans receivable held to maturity	9,246,830		8,367,917

Allowance for credit losses	Allowance for credit losses	(97,350)		(70,395)		Allowance for credit losses	(119,937)		(70,395)
Loans receivable, net	Loans receivable, net	$	8,276,886	$	8,297,522	Loans receivable, net	$	9,126,893	$	8,297,522

On January 1, 2020, Heartland adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)," and results for reporting periods beginning after January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. Additionally, Heartland reclassified its loan categories to align more closely with Federal Deposit Insurance Corporation ("FDIC") reporting requirements and classification codes, and all prior periods have been adjusted. As of ~~March 31,~~June 30, 2020, Heartland had ~~$31.8~~$34.5 million of accrued interest receivable, which is included in other assets on the consolidated balance sheet. Heartland does not consider accrued interest receivable in the allowance for credit losses calculation.

The following table shows the balance in the allowance for credit losses at ~~March 31,~~June 30, 2020, and December 31, 2019, and the related loan balances, disaggregated on the basis of measurement methodology, in thousands. As of ~~March 31,~~June 30, 2020, loans individually assessed are collateral dependent and in the process of foreclosure or no longer share the same risk characteristics of the other loans in the pool. All other loans are collectively evaluated for losses. Loans individually evaluated were considered impaired at December 31, 2019.


		Allowance For Credit Losses										Gross Loans Receivable Held to Maturity											Allowance For Credit Losses				Gross Loans Receivable Held to Maturity
		Individually Evaluated for Credit Losses		Collectively Evaluated for Credit Losses		Total		Loans Individually Evaluated for Credit Losses		Loans Collectively Evaluated for Credit Losses		Total			Individually Evaluated for Credit Losses		Collectively Evaluated for Credit Losses		Total		Loans Individually Evaluated for Credit Losses		Loans Collectively Evaluated for Credit Losses		Total
March 31, 2020
June 30, 2020														June 30, 2020
Commercial and industrial	Commercial and industrial	$	3,695	$	28,768	$	32,463	$	19,449	$	2,531,041	$	2,550,490	Commercial and industrial	$	2,068	$	30,463	$	32,531	$	14,731	$	2,349,669	$	2,364,400
PPP														PPP	—		—		—		—		1,124,430		1,124,430
Owner occupied commercial real estate	Owner occupied commercial real estate	1,054		9,282		10,336		6,943		1,424,095		1,431,038		Owner occupied commercial real estate	13,446		9,956		23,402		21,588		1,411,683		1,433,271
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	29		8,292		8,321		1,402		1,550,385		1,551,787		Non-owner occupied commercial real estate	29		10,133		10,162		3,550		1,540,073		1,543,623
Real estate construction	Real estate construction	51		22,900		22,951		200		1,069,500		1,069,700		Real estate construction	51		28,616		28,667		258		1,115,585		1,115,843
Agricultural and agricultural real estate	Agricultural and agricultural real estate	986		3,811		4,797		17,450		532,657		550,107		Agricultural and agricultural real estate	2,086		3,615		5,701		17,065		503,708		520,773
Residential real estate	Residential real estate	413		8,312		8,725		2,910		789,630		792,540		Residential real estate	240		9,064		9,304		4,783		730,979		735,762
Consumer	Consumer	114		9,643		9,757		485		428,089		428,574		Consumer	317		9,853		10,170		688		408,040		408,728

Total	Total	$	6,342	$	91,008	$	97,350	$	48,839	$	8,325,397	$	8,374,236	Total	$	18,237	$	101,700	$	119,937	$	62,663	$	9,184,167	$	9,246,830
December 31, 2019	December 31, 2019													December 31, 2019
Commercial and industrial	Commercial and industrial	$	6,276	$	24,511	$	30,787	$	31,814	$	2,498,995	$	2,530,809	Commercial and industrial	$	6,276	$	24,511	$	30,787	$	31,814	$	2,498,995	$	2,530,809
Owner occupied commercial real estate	Owner occupied commercial real estate	351		7,863		8,214		9,468		1,463,236		1,472,704		Owner occupied commercial real estate	351		7,863		8,214		9,468		1,463,236		1,472,704
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	33		7,769		7,802		1,730		1,494,147		1,495,877		Non-owner occupied commercial real estate	33		7,769		7,802		1,730		1,494,147		1,495,877
Real estate construction	Real estate construction	—		11,599		11,599		685		1,026,396		1,027,081		Real estate construction	—		11,599		11,599		685		1,026,396		1,027,081
Agricultural and agricultural real estate	Agricultural and agricultural real estate	916		4,757		5,673		18,554		547,283		565,837		Agricultural and agricultural real estate	916		4,757		5,673		18,554		547,283		565,837
Residential real estate	Residential real estate	176		1,328		1,504		20,678		811,599		832,277		Residential real estate	176		1,328		1,504		20,678		811,599		832,277
Consumer	Consumer	419		4,397		4,816		4,123		439,209		443,332		Consumer	419		4,397		4,816		4,123		439,209		443,332

Total	Total	$	8,171	$	62,224	$	70,395	$	87,052	$	8,280,865	$	8,367,917	Total	$	8,171	$	62,224	$	70,395	$	87,052	$	8,280,865	$	8,367,917

The following tables present the amortized cost basis for loans on nonaccrual status and accruing loans past due 90 days or more at ~~March 31,~~June 30, 2020, in thousands:


		Nonaccrual Loans with an Allowance for Credit Losses		Nonaccrual Loans with No Allowance for Credit Losses		Total Nonaccrual Loans		Accruing Loans Past Due 90+ Days			Nonaccrual Loans with an Allowance for Credit Losses		Nonaccrual Loans with No Allowance for Credit Losses		Total Nonaccrual Loans		Accruing Loans Past Due 90+ Days
March 31, 2020
June 30, 2020										June 30, 2020
Commercial and industrial	Commercial and industrial	$	15,541	$	11,466	$	27,007	$	—	Commercial and industrial	$	11,630	$	9,812	$	21,442	$	—
Owner occupied commercial real estate	Owner occupied commercial real estate	5,675		3,761		9,436		—		Owner occupied commercial real estate	20,860		4,725		25,585		—
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	364		1,264		1,628		—		Non-owner occupied commercial real estate	349		3,412		3,761		—
Real estate construction	Real estate construction	1,062		17		1,079		—		Real estate construction	1,298		75		1,373		—
Agricultural and agricultural real estate	Agricultural and agricultural real estate	7,225		14,485		21,710		—		Agricultural and agricultural real estate	11,864		7,476		19,340		83
Residential mortgage	Residential mortgage	11,541		2,061		13,602		—		Residential mortgage	9,468		6,116		15,584		1,207
Consumer	Consumer	4,599		219		4,818		—		Consumer	4,167		357		4,524		70
Total	Total	$	46,007	$	33,273	$	79,280	$	—	Total	$	59,636	$	31,973	$	91,609	$	1,360

Heartland recognized $0 of interest income on nonaccrual loans during the ~~three~~three- and six months ended ~~March 31,~~June 30, 2020.

Heartland had ~~$6.5~~$6.6 million of troubled debt restructured loans at ~~March 31,~~June 30, 2020, of which ~~$3.6~~$4.0 million were classified as nonaccrual and ~~$2.9~~$2.6 million were accruing according to the restructured terms. 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.

The following tables provide information on troubled debt restructured loans that were modified during the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, dollars in thousands:



	Three Months Ended June 30,
	2020								2019
	Number of Loans	Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Number of Loans	Pre- Modification Recorded Investment		Post- Modification Recorded Investment
Commercial	—	$	—	$	—	—	$	—	$	—
PPP	—	—		—		—	—		—
Owner occupied commercial real estate	—	—		—		—	—		—
Non-owner occupied commercial real estate	—	—		—		—	—		—
Real estate construction	—	—		—		—	—		—
Agricultural and agricultural real estate	—	—		—		—	—		—
Residential real estate	1	60		66		3	240		246
Consumer	—	—		—		—	—		—
Total	1	$	60	$	66	3	$	240	$	246


		Three Months Ended March 31,																			Six Months Ended June 30,
		2020								2019									2020				2019
		Number of Loans	Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Number of Loans	Pre- Modification Recorded Investment		Post- Modification Recorded Investment			Number of Loans	Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Number of Loans	Pre- Modification Recorded Investment		Post- Modification Recorded Investment
Commercial and industrial	Commercial and industrial	—	$	—	$	—	—	$	—	$	—	Commercial and industrial	—	$	—	$	—	—	$	—	$	—
PPP												PPP	—	—		—		—	—		—
Owner occupied commercial real estate	Owner occupied commercial real estate	—	—		—		—	—		—		Owner occupied commercial real estate	—	—		—		—	—		—
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	—	—		—		—	—		—		Non-owner occupied commercial real estate	—	—		—		—	—		—
Real estate construction	Real estate construction	—	—		—		—	—		—		Real estate construction	—	—		—		—	—		—
Agricultural and agricultural real estate	Agricultural and agricultural real estate	—	—		—		—	—		—		Agricultural and agricultural real estate	—	—		—		—	—		—
Residential real estate	Residential real estate	1	32		32		1	36		42		Residential real estate	2	92		98		4	276		288
Consumer	Consumer	—	—		—		—	—		—		Consumer	—	—		—		—	—		—
Total	Total	1	$	32	$	32	1	$	36	$	42	Total	2	$	92	$	98	4	$	276	$	288

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 for the ~~three~~three- and six months ended ~~March 31,~~June 30, 2020, is due to principal deferment collected from government guarantees and capitalized interest and escrow. At ~~March 31,~~June 30, 2020, there were no commitments to extend credit to any of the borrowers with an existing troubled debt restructured loan. The ~~table~~tables above ~~does~~do not include any loan ~~modification~~modifications made under COVID-19 modification programs. Refer to the "Overview" section of Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," for further information on these modifications.

The following table shows troubled debt restructured loans for which there was a payment default during the ~~three-month~~three- and six--month periods ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, that had been modified during the twelve-month period prior to default, in thousands:


	With Payment Defaults During the Three Months Ended June 30,
	2020				2019
	Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Commercial and industrial	—	$	—	—	$	—
PPP	—	—		—	—
Owner occupied commercial real estate	—	—		—	—
Non-owner occupied commercial real estate	—	—		—	—
Real estate construction	—	—		—	—
Agricultural and agricultural real estate	—	—		—	—
Residential real estate	—	—		1	61
Consumer	—	—		—	—
Total	—	$	—	1	$	61


		With Payment Defaults During the Three Months Ended March 31,											With Payment Defaults During the Six Months Ended June 30,
		2020				2019						2020			2019
		Number of Loans	Recorded Investment		Number of Loans	Recorded Investment			Number of Loans	Recorded Investment		Number of Loans	Recorded Investment
Commercial and industrial	Commercial and industrial	—	$	—	—	$	—	Commercial and industrial	—	$	—	—	$	—
PPP								PPP	—	—		—	—
Owner occupied commercial real estate	Owner occupied commercial real estate	—	—		—	—		Owner occupied commercial real estate	—	—		—	—
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	—	—		—	—		Non-owner occupied commercial real estate	—	—		—	—
Real estate construction	Real estate construction	—	—		—	—		Real estate construction	—	—		—	—
Agricultural and agricultural real estate	Agricultural and agricultural real estate	—	—		—	—		Agricultural and agricultural real estate	—	—		—	—
Residential real estate	Residential real estate	1	241		1	42		Residential real estate	1	238		3	253
Consumer	Consumer	—	—		—	—		Consumer	—	—		—	—
Total	Total	1	$	241	1	$	42	Total	1	$	238	3	$	253

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 and 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 watch, substandard, doubtful and loss loans. The "watch" rating is attached to loans where the borrower exhibits negative trends in financial circumstances due to borrower specific or systemic conditions that, if left uncorrected, threaten the borrower's 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 net worth and repaying capacity of the borrower and that 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 financial 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 in the borrowers' ability to repay the loan 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 as an operating entity. Specific pending events, such as capital injections, liquidations or perfection of liens on additional collateral, may strengthen the credit, thus deferring the rating of the loan as "loss" until the exact status of the loan can be determined. The loss rating is assigned to loans considered uncollectible. Heartland had 0 loans classified as loss or doubtful as of ~~March 31,~~June 30, 2020 and December 31, 2019.

The following table shows the risk category of loans by loan category and year of origination as of ~~March 31,~~June 30, 2020, in thousands:

Amortized Cost Basis of Term Loans by Year of Origination
2020 2019 2018 2017 2016 2015 and Prior Revolving Total
Commercial and industrial
Pass $ 115,467 $ 449,215 $ 248,480 $ 295,304 $ 138,032 $ 395,428 $ 746,177 $ 2,388,103
Watch 5,931 10,902 8,927 11,106 8,438 745 33,670 79,719
Substandard 89 12,855 13,769 16,599 13,411 11,242 14,703 82,668
Commercial and industrial total $ 121,487 $ 472,972 $ 271,176 $ 323,009 $ 159,881 $ 407,415 $ 794,550 $ 2,550,490
Owner occupied commercial real estate
Pass $ 75,869 $ 316,692 $ 296,556 $ 192,402 $ 134,910 $ 272,086 $ 40,197 $ 1,328,712
Watch 284 4,426 3,278 24,877 5,323 5,451 60 43,699
Substandard 1,322 11,678 18,301 6,093 4,044 13,828 3,361 58,627
Owner occupied commercial real estate total $ 77,475 $ 332,796 $ 318,135 $ 223,372 $ 144,277 $ 291,365 $ 43,618 $ 1,431,038
Non-owner occupied commercial real estate
Pass $ 98,574 $ 413,112 $ 280,142 $ 205,981 $ 130,152 $ 328,567 $ 30,433 $ 1,486,961
Watch 260 2,102 8,873 4,864 3,630 7,290 — 27,019
Substandard 19,435 3,345 1,621 3,831 847 8,728 — 37,807
Non-owner occupied commercial real estate total $ 118,269 $ 418,559 $ 290,636 $ 214,676 $ 134,629 $ 344,585 $ 30,433 $ 1,551,787
Real estate construction
Pass $ 52,053 $ 427,330 $ 338,112 $ 113,541 $ 38,848 $ 38,446 $ 13,395 $ 1,021,725
Watch — 9,237 10,215 393 15,040 1,223 824 36,932
Substandard 5,762 1,995 921 1,496 175 694 — 11,043
Real estate construction total $ 57,815 $ 438,562 $ 349,248 $ 115,430 $ 54,063 $ 40,363 $ 14,219 $ 1,069,700
Agricultural and agricultural real estate
Pass $ 32,744 $ 109,410 $ 60,433 $ 44,231 $ 21,196 $ 47,884 $ 126,461 $ 442,359
Watch 770 9,672 7,048 1,376 2,451 5,702 10,788 37,807
Substandard 3,399 8,789 21,158 6,509 5,282 15,112 9,692 69,941
Agricultural and agricultural real estate total $ 36,913 $ 127,871 $ 88,639 $ 52,116 $ 28,929 $ 68,698 $ 146,941 $ 550,107
Residential real estate
Pass $ 21,366 $ 89,884 $ 136,425 $ 106,682 $ 65,243 $ 299,054 $ 37,805 $ 756,459
Watch — 3,111 885 1,848 357 7,295 — 13,496
Substandard — 313 1,102 398 1,791 17,878 1,103 22,585
Residential real estate total $ 21,366 $ 93,308 $ 138,412 $ 108,928 $ 67,391 $ 324,227 $ 38,908 $ 792,540
Consumer
Pass $ 8,972 $ 37,316 $ 25,875 $ 16,919 $ 5,593 $ 25,825 $ 295,687 $ 416,187
Watch — 339 451 198 216 865 1,946 4,015
Substandard 249 646 2,582 786 990 2,472 647 8,372
Consumer Total $ 9,221 $ 38,301 $ 28,908 $ 17,903 $ 6,799 $ 29,162 $ 298,280 $ 428,574
Total Pass $ 405,045 $ 1,842,959 $ 1,386,023 $ 975,060 $ 533,974 $ 1,407,290 $ 1,290,155 $ 7,840,506
Total Watch 7,245 39,789 39,677 44,662 35,455 28,571 47,288 242,687
Total Substandard 30,256 39,621 59,454 35,712 26,540 69,954 29,506 291,043
Total Loans $ 442,546 $ 1,922,369 $ 1,485,154 $ 1,055,434 $ 595,969 $ 1,505,815 $ 1,366,949 $ 8,374,236


	Amortized Cost Basis of Term Loans by Year of Origination
	2020		2019		2018		2017		2016		2015 and Prior		Revolving		Total
Commercial and industrial
Pass	$	270,156	$	395,142	$	210,947	$	255,555	$	130,483	$	356,052	$	523,532	$	2,141,867
Watch	7,506		39,383		13,278		18,592		8,429		184		45,250		132,622
Substandard	3,672		8,052		21,695		14,822		11,150		12,701		17,819		89,911
Commercial and industrial total	$	281,334	$	442,577	$	245,920	$	288,969	$	150,062	$	368,937	$	586,601	$	2,364,400
PPP
Pass	$	1,071,796	$	—	$	—	$	—	$	—	$	—	$	—	$	1,071,796
Watch	30,693		—		—		—		—		—		—		30,693
Substandard	21,941		—		—		—		—		—		—		21,941
PPP total	$	1,124,430	$	—	$	—	$	—	$	—	$	—	$	—	$	1,124,430
Owner occupied commercial real estate
Pass	$	139,436	$	307,221	$	277,311	$	175,702	$	122,807	$	252,559	$	31,445	$	1,306,481
Watch	5,865		6,529		5,467		29,782		4,585		8,422		100		60,750
Substandard	6,768		7,784		23,012		9,889		6,163		12,211		213		66,040
Owner occupied commercial real estate total	$	152,069	$	321,534	$	305,790	$	215,373	$	133,555	$	273,192	$	31,758	$	1,433,271
Non-owner occupied commercial real estate
Pass	$	174,914	$	403,907	$	249,906	$	176,422	$	113,130	$	285,323	$	29,731	$	1,433,333
Watch	254		2,520		26,360		17,152		8,868		16,265		475		71,894
Substandard	19,460		2,933		1,615		5,891		1,377		7,120		—		38,396
Non-owner occupied commercial real estate total	$	194,628	$	409,360	$	277,881	$	199,465	$	123,375	$	308,708	$	30,206	$	1,543,623
Real estate construction
Pass	$	136,140	$	423,116	$	314,934	$	82,944	$	31,864	$	32,028	$	15,820	$	1,036,846
Watch	329		17,548		20,447		10,418		16,931		1,189		824		67,686
Substandard	5,762		2,021		863		1,462		522		681		—		11,311
Real estate construction total	$	142,231	$	442,685	$	336,244	$	94,824	$	49,317	$	33,898	$	16,644	$	1,115,843
Agricultural and agricultural real estate
Pass	$	60,973	$	91,129	$	52,319	$	34,156	$	17,330	$	40,204	$	120,864	$	416,975
Watch	3,117		7,501		5,293		1,153		2,027		3,914		9,307		32,312
Substandard	8,207		7,489		18,599		6,446		3,966		14,591		12,188		71,486
Agricultural and agricultural real estate total	$	72,297	$	106,119	$	76,211	$	41,755	$	23,323	$	58,709	$	142,359	$	520,773
Residential real estate
Pass	$	47,582	$	82,571	$	119,637	$	89,920	$	56,886	$	275,367	$	27,211	$	699,174
Watch	82		3,050		880		1,619		349		7,291		346		13,617
Substandard	147		312		1,047		408		1,217		18,739		1,101		22,971
Residential real estate total	$	47,811	$	85,933��	$	121,564	$	91,947	$	58,452	$	301,397	$	28,658	$	735,762


	Amortized Cost Basis of Term Loans by Year of Origination
	2020		2019		2018		2017		2016		2015 and Prior		Revolving		Total
Consumer
Pass	$	18,844	$	32,474	$	21,239	$	15,111	$	4,718	$	22,982	$	280,592	$	395,960
Watch	—		335		385		193		247		744		1,874		3,778
Substandard	377		767		2,583		919		907		2,608		829		8,990
Consumer total	$	19,221	$	33,576	$	24,207	$	16,223	$	5,872	$	26,334	$	283,295	$	408,728

Total Pass	$	1,919,841	$	1,735,560	$	1,246,293	$	829,810	$	477,218	$	1,264,515	$	1,029,195	$	8,502,432
Total Watch	47,846		76,866		72,110		78,909		41,436		38,009		58,176		413,352
Total Substandard	66,334		29,358		69,414		39,837		25,302		68,651		32,150		331,046
Total Loans	$	2,034,021	$	1,841,784	$	1,387,817	$	948,556	$	543,956	$	1,371,175	$	1,119,521	$	9,246,830

The following table shows Heartland's loan portfolio by credit quality indicator as of December 31, 2019, in thousands:












	Pass		Nonpass		Total
Commercial and industrial	$	2,352,131	$	178,678	$	2,530,809
Owner occupied commercial real estate	1,369,290		103,414		1,472,704
Non-owner occupied commercial real estate	1,429,760		66,117		1,495,877
Real estate construction	984,736		42,345		1,027,081
Agricultural and agricultural real estate	454,272		111,565		565,837
Residential real estate	790,226		42,051		832,277
Consumer	430,733		12,599		443,332
Total loans receivable held to maturity	$	7,811,148	$	556,769	$	8,367,917

The nonpass category in the table above is comprised of approximately 60% watch loans and 40% substandard loans as of December 31, 2019. The percent of nonpass loans on nonaccrual status as of December 31, 2019, was 14%. Changes in credit risk are monitored on a continuous basis and changes in risk ratings are made when identified.

As of ~~March 31,~~June 30, 2020, Heartland had ~~$2.2~~$1.8 million of loans secured by residential real estate property that were in the process of foreclosure.

The following table sets forth information regarding Heartland's accruing and nonaccrual loans at ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		Accruing Loans																							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			30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Nonaccrual		Total Loans
March 31, 2020
June 30, 2020																June 30, 2020
Commercial and industrial	Commercial and industrial	$	5,346	$	500	$	—	$	5,846	$	2,517,637	$	27,007	$	2,550,490	Commercial and industrial	$	4,587	$	228	$	—	$	4,815	$	2,338,143	$	21,442	$	2,364,400
PPP																PPP	—		—		—		—		1,124,430		—		1,124,430
Owner occupied commercial real estate	Owner occupied commercial real estate	1,462		1,028		—		2,490		1,419,112		9,436		1,431,038		Owner occupied commercial real estate	90		1,159		—		1,249		1,406,437		25,585		1,433,271
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	2,736		7,154		—		9,890		1,540,269		1,628		1,551,787		Non-owner occupied commercial real estate	2,776		158		—		2,934		1,536,928		3,761		1,543,623
Real estate construction	Real estate construction	1,940		587		—		2,527		1,066,094		1,079		1,069,700		Real estate construction	2,298		—		—		2,298		1,112,172		1,373		1,115,843
Agricultural and agricultural real estate	Agricultural and agricultural real estate	2,789		280		—		3,069		525,328		21,710		550,107		Agricultural and agricultural real estate	4,209		600		83		4,892		496,541		19,340		520,773
Residential real estate	Residential real estate	5,637		147		—		5,784		773,154		13,602		792,540		Residential real estate	483		1,242		1,207		2,932		717,246		15,584		735,762
Consumer	Consumer	1,783		259		—		2,042		421,714		4,818		428,574		Consumer	2,594		348		70		3,012		401,192		4,524		408,728
Total gross loans receivable held to maturity	Total gross loans receivable held to maturity	$	21,693	$	9,955	$	—	$	31,648	$	8,263,308	$	79,280	$	8,374,236	Total gross loans receivable held to maturity	$	17,037	$	3,735	$	1,360	$	22,132	$	9,133,089	$	91,609	$	9,246,830
December 31, 2019	December 31, 2019															December 31, 2019
Commercial and industrial	Commercial and industrial	$	5,121	$	904	$	3,899	$	9,924	$	2,491,110	$	29,775	$	2,530,809	Commercial and industrial	$	5,121	$	904	$	3,899	$	9,924	$	2,491,110	$	29,775	$	2,530,809
Owner occupied commercial real estate	Owner occupied commercial real estate	3,487		690		—		4,177		1,461,589		6,938		1,472,704		Owner occupied commercial real estate	3,487		690		—		4,177		1,461,589		6,938		1,472,704
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	614		81		—		695		1,493,619		1,563		1,495,877		Non-owner occupied commercial real estate	614		81		—		695		1,493,619		1,563		1,495,877
Real estate construction	Real estate construction	5,689		72		—		5,761		1,020,153		1,167		1,027,081		Real estate construction	5,689		72		—		5,761		1,020,153		1,167		1,027,081
Agricultural and agricultural real estate	Agricultural and agricultural real estate	3,734		79		26		3,839		541,455		20,543		565,837		Agricultural and agricultural real estate	3,734		79		26		3,839		541,455		20,543		565,837
Residential real estate	Residential real estate	4,166		24		180		4,370		814,840		13,067		832,277		Residential real estate	4,166		24		180		4,370		814,840		13,067		832,277
Consumer	Consumer	2,511		651		—		3,162		436,675		3,495		443,332		Consumer	2,511		651		—		3,162		436,675		3,495		443,332
Total gross loans receivable held to maturity	Total gross loans receivable held to maturity	$	25,322	$	2,501	$	4,105	$	31,928	$	8,259,441	$	76,548	$	8,367,917	Total gross loans receivable held to maturity	$	25,322	$	2,501	$	4,105	$	31,928	$	8,259,441	$	76,548	$	8,367,917

Loans delinquent 30 to 89 days as a percent of total loans were ~~0.38%~~0.22% at ~~March 31,~~June 30, 2020, compared to 0.33% at December 31, 2019. Changes in credit risk are monitored on a continuous basis and changes in risk ratings are made when identified. All individually assessed loans are reviewed at least annually.

As of December 31, 2019, the majority of Heartland's impaired loans were those that were nonaccrual, were past due 90 days or more and still accruing or have had their terms restructured in a troubled debt restructuring. The following table presents the unpaid principal balance that was contractually due at December 31, 2019, the outstanding loan balance recorded on the consolidated balance ~~sheets~~sheet at December 31, 2019, any related allowance recorded for those loans as of December 31, 2019, the

average outstanding loan balances recorded on the consolidated balance ~~sheets~~sheet during the year ended December 31, 2019, and the interest income recognized on the impaired loans during the year ended December 31, 2019, 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	$	11,727	$	11,710	$	6,276	$	11,757	$	6
Owner occupied commercial real estate	712		712		352		1,435		22
Non-owner occupied commercial real estate	138		138		33		—		—
Real estate construction	17		17		—		—		—
Agricultural and agricultural real estate	2,751		2,237		916		2,739		—
Residential real estate	1,378		1,378		176		1,116		—
Consumer	998		997		419		1,170		11
Total loans held to maturity	$	17,721	$	17,189	$	8,172	$	18,217	$	39
Impaired loans without a related allowance:
Commercial	$	22,525	$	20,104	$	—	$	19,141	$	782
Owner occupied commercial real estate	8,756		8,756		—		8,337		341
Non-owner occupied commercial real estate	1,592		1,592		—		1,515		62
Real estate construction	668		668		—		636		26
Agricultural and agricultural real estate	19,113		16,317		—		16,837		60
Residential real estate	19,382		19,300		—		17,073		280
Consumer	3,135		3,126		—		4,182		45
Total loans held to maturity	$	75,171	$	69,863	$	—	$	67,721	$	1,596
Total impaired loans held to maturity:
Commercial	$	34,252	$	31,814	$	6,276	$	30,898	$	788
Owner occupied commercial real estate	9,468		9,468		352		9,772		363
Non-owner occupied commercial real estate	1,730		1,730		33		1,515		62
Real estate construction	685		685		—		636		26
Agricultural and agricultural real estate	21,864		18,554		916		19,576		60
Residential real estate	20,760		20,678		176		18,189		280
Consumer	4,133		4,123		419		5,352		56
Total impaired loans held to maturity	$	92,892	$	87,052	$	8,172	$	85,938	$	1,635

On November 30, 2019, Heartland's Illinois Bank & Trust subsidiary completed the acquisition of substantially all of the assets and substantially all of the deposits and certain other liabilities of Rockford Bank & Trust Company, headquartered in Rockford, Illinois. As of November 30, 2019, Rockford Bank & Trust 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.

NOTE 5: ALLOWANCE FOR CREDIT LOSSES

Changes in the allowance for credit losses on loans for the ~~three~~three- and six- month periods ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, were as follows, in thousands:


																			Commercial and Industrial		PPP		Owner Occupied Commercial Real Estate		Non-Owner Occupied Commercial Real Estate		Real Estate Construction		Agricultural and Agricultural Real Estate		Residential Real Estate		Consumer		Total

Balance at March 31, 2020																		Balance at March 31, 2020	$	32,463	$	—	$	10,336	$	8,321	$	22,951	$	4,797	$	8,725	$	9,757	$	97,350
Charge-offs																		Charge-offs	(2,767)		—		(213)		(19)		(84)		(1)		(235)		(245)		(3,564)
Recoveries																		Recoveries	432		—		191		8		210		—		92		211		1,144
Provision																		Provision	2,403		—		13,088		1,852		5,590		905		722		447		25,007
Balance at June 30, 2020																		Balance at June 30, 2020	$	32,531	$	—	$	23,402	$	10,162	$	28,667	$	5,701	$	9,304	$	10,170	$	119,937

		Commercial and Industrial		Owner Occupied Commercial Real Estate		Non-Owner Occupied Commercial Real Estate		Real Estate Construction		Agricultural and Agricultural Real Estate		Residential Mortgage		Consumer		Total			Commercial and Industrial		PPP		Owner Occupied Commercial Real Estate		Non-Owner Occupied Commercial Real Estate		Real Estate Construction		Agricultural and Agricultural Real Estate		Residential Real Estate		Consumer		Total
Balance at December 31, 2019	Balance at December 31, 2019	$	30,787	$	8,214	$	7,802	$	11,599	$	5,673	$	1,504	$	4,816	$	70,395	Balance at December 31, 2019	$	30,787	$	—	$	8,214	$	7,802	$	11,599	$	5,673	$	1,504	$	4,816	$	70,395
Impact of ASU 2016-13 adoption	Impact of ASU 2016-13 adoption	3,147		(407)		(2,834)		3,413		(380)		4,817		4,315		12,071		Impact of ASU 2016-13 adoption	3,147		—		(407)		(2,834)		3,413		(380)		4,817		4,315		12,071
Charge-offs	Charge-offs	(5,596)				—		(21)		(253)		(79)		(352)		(6,301)		Charge-offs	(8,363)		—		(213)		(19)		(105)		(254)		(314)		(597)		(9,865)
Recoveries	Recoveries	352		1		—		5		826		3		133		1,320		Recoveries	784		—		192		8		215		826		95		344		2,464
Provision	Provision	3,773		2,528		3,353		7,955		(1,069)		2,480		845		19,865		Provision	6,176		—		15,616		5,205		13,545		(164)		3,202		1,292		44,872
Balance at March 31, 2020		$	32,463	$	10,336	$	8,321	$	22,951	$	4,797	$	8,725	$	9,757	$	97,350
Balance at June 30, 2020																		Balance at June 30, 2020	$	32,531	$	—	$	23,402	$	10,162	$	28,667	$	5,701	$	9,304	$	10,170	$	119,937


																			Commercial and Industrial		Owner Occupied Commercial Real Estate		Non-Owner Occupied Commercial Real Estate		Real Estate Construction		Agricultural and Agricultural Real Estate		Residential Real Estate		Consumer		Total

Balance at March 31, 2019																		Balance at March 31, 2019	$	27,250	6,330		7,126		9,994		$	5,518	$	1,623	$	4,798	$	62,639
Charge-offs																		Charge-offs	(3,971)		(13)		—		(101)		(48)		(201)		(446)		(4,780)
Recoveries																		Recoveries	276		4		60		124		1		34		574		1,073
Provision																		Provision	4,125		(139)		296		(7)		515		136		(8)		4,918
Balance at June 30, 2019																		Balance at June 30, 2019	$	27,680	$	6,182	$	7,482	$	10,010	$	5,986	$	1,592	$	4,918	$	63,850

		Commercial and Industrial		Owner Occupied Commercial Real Estate		Non-Owner Occupied Commercial Real Estate		Real Estate Construction		Agricultural and Agricultural Real Estate		Residential Mortgage		Consumer		Total			Commercial and Industrial		Owner Occupied Commercial Real Estate		Non-Owner Occupied Commercial Real Estate		Real Estate Construction		Agricultural and Agricultural Real Estate		Residential Real Estate		Consumer		Total
Balance at December 31, 2018	Balance at December 31, 2018	$	26,306	$	6,525	$	7,430	$	9,679	$	4,914	$	1,813	$	5,296	$	61,963	Balance at December 31, 2018	$	26,306	$	6,525	$	7,430	$	9,679	$	4,914	$	1,813	$	5,296	$	61,963
Charge-offs	Charge-offs	(980)		(23)		—		(54)		(379)		(140)		(374)		(1,950)		Charge-offs	(4,951)		(36)		—		(155)		(427)		(341)		(820)		(6,730)
Recoveries	Recoveries	308		89		40		4		328		52		170		991		Recoveries	584		93		100		128		329		86		744		2,064
Provision	Provision	1,616		(261)		(344)		365		655		(102)		(294)		1,635		Provision	5,741		(400)		(48)		358		1,170		34		(302)		6,553
Balance at March 31, 2019		$	27,250	$	6,330	$	7,126	$	9,994	$	5,518	$	1,623	$	4,798	$	62,639
Balance at June 30, 2019																		Balance at June 30, 2019	$	27,680	$	6,182	$	7,482	$	10,010	$	5,986	$	1,592	$	4,918	$	63,850

Changes in the allowance for credit losses on unfunded commitments for the ~~three~~three- and six months ended ~~March 31,~~June 30, 2020, were as follows:


Balance at March 31, 2020	$	15,468
Provision	1,924
Balance at June 30, 2020	$	17,392

Balance at December 31, 2019	$	248
Impact of ASU 2016-13 adoption	13,604
Provision	~~1,616~~3,540
Balance at ~~March 31,~~June 30, 2020	$	~~15,468~~17,392

Prior to the adoption of ASU 2016-13, the allowance for credit losses on unfunded commitments was considered immaterial.

Management allocates the allowance for credit losses by pools of risk within each loan portfolio. The allocation of the allowance for credit 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 credit losses is available to absorb losses from any segment of the loan portfolio.

NOTE 6: GOODWILL, CORE DEPOSIT PREMIUM AND OTHER INTANGIBLE ASSETS

Heartland had goodwill of $446.3 million at both ~~March 31,~~June 30, 2020, and December 31, 2019. Heartland conducts its annual internal assessment of the goodwill both at the consolidated level and at its subsidiaries as of September 30. There was 0 goodwill impairment as of the most recent annual assessment. Due to the COVID-19 pandemic and economic conditions, an interim ~~qualitative~~quantitative assessment of goodwill was performed during the ~~first~~second quarter of 2020, and no goodwill impairment was identified.

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.

The core deposit intangibles recorded with the Blue Valley Ban Corp. acquisition is not deductible for tax purposes and is expected to be amortized over a period of 10 years on an accelerated basis.

Goodwill related to the Blue Valley Ban Corp. acquisition 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.

Heartland's intangible assets consist of core deposit intangibles, mortgage servicing rights, customer relationship intangibles, and commercial servicing rights. The gross carrying amount of these intangible assets and the associated accumulated amortization at ~~March 31,~~June 30, 2020, and December 31, 2019, are presented in the table below, in thousands:


		March 31, 2020										December 31, 2019											June 30, 2020				December 31, 2019
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizing intangible assets:	Amortizing intangible assets:													Amortizing intangible assets:
Core deposit intangibles	Core deposit intangibles	$	96,821	$	51,309	$	45,512	$	96,821	$	48,338	$	48,483	Core deposit intangibles	$	96,821	$	53,996	$	42,825	$	96,821	$	48,338	$	48,483
Customer relationship intangibles	Customer relationship intangibles	1,177		982		195		1,177		972		205		Customer relationship intangibles	1,177		991		186		1,177		972		205
Mortgage servicing rights	Mortgage servicing rights	8,262		4,137		4,125		7,886		2,265		5,621		Mortgage servicing rights	9,375		4,890		4,485		7,886		2,265		5,621
Commercial servicing rights	Commercial servicing rights	6,990		5,895		1,095		6,952		5,837		1,115		Commercial servicing rights	6,990		6,006		984		6,952		5,837		1,115
Total	Total	$	113,250	$	62,323	$	50,927	$	112,836	$	57,412	$	55,424	Total	$	114,363	$	65,883	$	48,480	$	112,836	$	57,412	$	55,424

On April 30, 2019, Dubuque Bank and Trust Company closed on the sale of substantially all 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 Intangibles		Mortgage Servicing Rights		Commercial Servicing Rights		Total			Core Deposit Intangibles		Customer Relationship Intangibles		Mortgage Servicing Rights		Commercial Servicing Rights		Total
Nine months ending December 31, 2020		$	7,606	$	27	$	920	$	223	$	8,776
Six months ending December 31, 2020												Six months ending December 31, 2020	$	4,918	$	18	$	1,524	$	141	$	6,601
Year ending December 31,	Year ending December 31,											Year ending December 31,
2021	2021	8,691		35		801		268		9,795		2021	8,691		35		740		261		9,727
2022	2022	7,102		34		687		239		8,062		2022	7,102		34		635		232		8,003
2023	2023	6,201		34		572		161		6,968		2023	6,202		34		529		157		6,922
2024	2024	5,108		33		458		94		5,693		2024	5,108		33		423		98		5,662
2025	2025	4,265		32		344		110		4,751		2025	4,265		32		317		95		4,709
Thereafter	Thereafter	6,539		—		343		—		6,882		Thereafter	6,539		—		317		—		6,856
Total	Total	$	45,512	$	195	$	4,125	$	1,095	$	50,927	Total	$	42,825	$	186	$	4,485	$	984	$	48,480

Projections of amortization expense for mortgage servicing rights are based on existing asset balances and the existing interest rate environment as of ~~March 31,~~June 30, 2020. Heartland's actual experience may be significantly different depending upon changes in mortgage interest rates and market conditions. Mortgage loans serviced for others were approximately ~~$618.9~~$661.7 million at ~~March 31,~~June 30, 2020 compared to $616.7 million at December 31, 2019. Custodial escrow balances maintained in connection with the mortgage loan servicing portfolio were approximately ~~$8.2~~$12.7 million at ~~March 31,~~June 30, 2020 and $5.0 million at December 31, 2019.

At ~~March 31,~~June 30, 2020, the fair value of the mortgage servicing rights was estimated at ~~$4.1~~$4.5 million compared to $5.6 million at December 31, 2019. 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 the mortgage servicing rights are considered in the calculation. The average constant prepayment rate was ~~17.50%~~17.10% for the ~~March 31,~~June 30, 2020 valuation compared to 14.20% for the December 31, 2019 valuation. The discount rate was 9.02% for June 30, 2020 compared to 9.03% ~~for both March 31, 2020 and~~at December 31, 2019 valuations. The average capitalization rate for the first ~~three months~~six months of 2020 ranged from 95 76 to 116 b~~asis~~basis points compared to a range of 9381 to ~~117~~98 basis points for the first ~~three~~six months of 2019. Fees collected for the servicing of mortgage loans for others were ~~$409,000~~$410,000 and $427,000 for the ~~quarters~~quarter ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019, ~~respectively.~~respectively, and $819,000 and $854,000 for the six-months ended June 30, 2020 and June 30, 2019.

The following table summarizes, in thousands, the changes in capitalized mortgage servicing rights for the ~~three~~six months ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019:


		2020			2019				2020			2019
Balance at January 1,	Balance at January 1,	$	5,621		$	29,363		Balance at January 1,	$	5,621		$	29,363
Originations	Originations	376			198			Originations	1,490			342
Amortization	Amortization	(307)			(1,500)			Amortization	(1,070)			(2,395)

Sale of mortgage servicing rights								Sale of mortgage servicing rights	—			(20,556)

Valuation allowance	Valuation allowance	(1,565)			(589)			Valuation allowance	(1,556)			(953)
Balance at period end	Balance at period end	$	4,125		$	27,472		Balance at period end	$	4,485		$	5,801

Mortgage servicing rights, net to servicing portfolio	Mortgage servicing rights, net to servicing portfolio	0.67		%	0.68		%	Mortgage servicing rights, net to servicing portfolio	0.68		%	0.92		%

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 ~~$77.6~~$74.2 million at ~~March 31,~~June 30, 2020 and $82.1 million at December 31, 2019. 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 ~~$118,000~~$54,000 and ~~$380,000~~$230,000 for the quarter ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019, ~~respectively.~~respectively, and $172,000 and $610,000 for the six-months ended June 30, 2020 and June 30, 2019.

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 valuations was ~~15.77%~~15.22% to ~~19.85%~~19.56% as of ~~March 31,~~June 30, 2020, compared to 14.25% to 18.08% as of December 31, 2019. The discount rate range was ~~11.02%~~8.04% to ~~14.37%~~14.40% for the ~~March 31,~~June 30, 2020, valuations compared to 10.65% to 13.94% for the December 31, 2019, valuations. The capitalization rate for both 2020 and 2019 ranged from 310 to 445 basis points. The total fair value of Heartland's commercial servicing rights was estimated at $1.4 million as of ~~March 31,~~June 30, 2020, and $1.6 million as of December 31, 2019.

The following table summarizes, in thousands, the changes in capitalized commercial servicing rights for the ~~three-months~~six-months ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019:


		2020			2019				2020			2019
Balance at January 1,	Balance at January 1,	$	1,115		$	1,709		Balance at January 1,	$	1,115		$	1,709

Originations	Originations	38			68			Originations	38			73
Amortization	Amortization	(58)			(281)			Amortization	(169)			(403)

Balance at period end	Balance at period end	$	1,095		$	1,496		Balance at period end	$	984		$	1,379
Fair value of commercial servicing rights	Fair value of commercial servicing rights	$	1,407		$	1,926		Fair value of commercial servicing rights	$	1,417		$	1,851
Commercial servicing rights, net to servicing portfolio	Commercial servicing rights, net to servicing portfolio	1.41		%	1.58		%	Commercial servicing rights, net to servicing portfolio	1.32		%	1.52		%

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 ~~March 31,~~June 30, 2020, a ~~$524,000~~$516,000 valuation allowance was required on the mortgage servicing rights 15-year tranche and a $2.0 million valuation allowance was required on the mortgage servicing rights 30-year tranche. At December 31, 2019, a $114,000 valuation allowance 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 both ~~March 31,~~June 30, 2020 and December 31, 2019, 0 valuation allowance was required on commercial servicing rights with a term less than 20 years and 0 valuation allowance was required on commercial servicing rights with a term 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 ~~March 31,~~June 30, 2020, and December 31, 2019:


March 31, 2020		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
June 30, 2020														June 30, 2020	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

First Bank & Trust	First Bank & Trust	1,478		954		524		5,181		3,171		2,010		First Bank & Trust	1,533		1,017		516		5,478		3,469		2,009
Total	Total	$	1,478	$	954	$	524	$	5,181	$	3,171	$	2,010	Total	$	1,533	$	1,017	$	516	$	5,478	$	3,469	$	2,009
December 31, 2019	December 31, 2019													December 31, 2019

First Bank & Trust	First Bank & Trust	1,482		1,368		114		5,050		4,253		797		First Bank & Trust	1,482		1,368		114		5,050		4,253		797
Total	Total	$	1,482	$	1,368	$	114	$	5,050	$	4,253	$	797	Total	$	1,482	$	1,368	$	114	$	5,050	$	4,253	$	797

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 ~~March 31,~~June 30, 2020, and December 31, 2019:


March 31, 2020		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
June 30, 2020														June 30, 2020	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

Premier Valley Bank	Premier Valley Bank	1		12		—		125		145		—		Premier Valley Bank	1		11		—		111		140		—
Wisconsin Bank & Trust	Wisconsin Bank & Trust	132		237		—		837		1,013		—		Wisconsin Bank & Trust	99		236		—		773		1,030		—
Total	Total	$	133	$	249	$	—	$	962	$	1,158	$	—	Total	$	100	$	247	$	—	$	884	$	1,170	$	—
December 31, 2019	December 31, 2019													December 31, 2019

Premier Valley Bank	Premier Valley Bank	1		13		—		135		161		—		Premier Valley Bank	1		13		—		135		161		—
Wisconsin Bank & Trust	Wisconsin Bank & Trust	128		272		—		851		1,148		—		Wisconsin Bank & Trust	128		272		—		851		1,148		—
Total	Total	$	129	$	285	$	—	$	986	$	1,309	$	—	Total	$	129	$	285	$	—	$	986	$	1,309	$	—

NOTE 7: 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, 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 movements 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 counterparties that meet Heartland’s credit standards, and the contracts contain collateral provisions protecting the at-risk party. 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 ~~$3.9~~$4.6 million of cash as collateral at ~~March 31,~~June 30, 2020 compared to $1.9 million at December 31, 2019. At both ~~March 31,~~June 30, 2020 and December 31, 2019, 0 collateral was required to be pledged by Heartland's counterparties.

Heartland's derivative and hedging instruments are recorded at fair value on the consolidated balance sheets. See Note 8, “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 ~~three~~six months ended ~~March 31,~~June 30, 2020, 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 ~~$183,000.~~$600,000. For the next twelve months, Heartland estimates that cash payments and reclassification from accumulated other comprehensive income to interest expense will total ~~$733,000.~~$1.7 million.

Heartland entered into 6 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 6 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. During the first quarter of 2020, the interest rate swap transaction associated with Heartland Financial Statutory Trust VI, totaling $20.0 million, matured and the fixed rate debt has been converted to a variable rate subordinated debenture.

On May 18, 2018, 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, in the First Bank Lubbock Bancshares, Inc. transaction. 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 ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		Notional Amount		Fair Value		Balance Sheet Category	Receive Rate		Weighted Average Pay Rate		Maturity		Notional Amount		Fair Value		Balance Sheet Category	Receive Rate		Weighted Average Pay Rate		Maturity
March 31, 2020
June 30, 2020												June 30, 2020

Interest rate swap	Interest rate swap	$	25,000	$	(435)	Other liabilities	0.843	%	2.255	%	03/17/2021	Interest rate swap	$	25,000	$	(373)	Other liabilities	0.299	%	2.255	%	03/17/2021

Interest rate swap	Interest rate swap	24,667		(216)		Other liabilities	3.363		3.674		05/10/2021	Interest rate swap	23,667		(207)		Other liabilities	2.677		3.674		05/10/2021
Interest rate swap	Interest rate swap	25,000		(2,587)		Other liabilities	3.429		5.425		07/24/2028	Interest rate swap	24,250		(2,621)		Other liabilities	2.685		5.425		07/24/2028
Interest rate swap	Interest rate swap	20,000		(1,648)		Other liabilities	0.741		2.390		06/15/2024	Interest rate swap	20,000		(1,702)		Other liabilities	0.313		2.390		06/15/2024
Interest rate swap	Interest rate swap	20,000		(1,502)		Other liabilities	1.580		2.352		03/01/2024	Interest rate swap	20,000		(1,596)		Other liabilities	0.350		2.352		03/01/2024
Interest rate swap	Interest rate swap	6,000		(106)		Other liabilities	0.741		1.866		06/15/2021	Interest rate swap	6,000		(97)		Other liabilities	0.313		1.866		06/15/2021
Interest rate swap	Interest rate swap	3,000		(51)		Other liabilities	1.219		1.878		06/30/2021	Interest rate swap	3,000		(49)		Other liabilities	1.219		1.878		06/30/2021
December 31, 2019	December 31, 2019											December 31, 2019
Interest rate swap	Interest rate swap	$	25,000	$	(167)	Other liabilities	1.900	%	2.255	%	03/17/2021	Interest rate swap	$	25,000	$	(167)	Other liabilities	1.900	%	2.255	%	03/17/2021
Interest rate swap	Interest rate swap	20,000		(67)		Other liabilities	2.043		3.355		01/07/2020	Interest rate swap	20,000		(67)		Other liabilities	2.043		3.355		01/07/2020
Interest rate swap	Interest rate swap	25,667		135		Other assets	4.215		3.674		05/10/2021	Interest rate swap	25,667		135		Other assets	4.215		3.674		05/10/2021
Interest rate swap	Interest rate swap	25,750		(1,384)		Other liabilities	4.280		5.425		07/24/2028	Interest rate swap	25,750		(1,384)		Other liabilities	4.280		5.425		07/24/2028
Interest rate swap	Interest rate swap	20,000		(614)		Other liabilities	1.894		2.390		06/15/2024	Interest rate swap	20,000		(614)		Other liabilities	1.894		2.390		06/15/2024
Interest rate swap	Interest rate swap	20,000		(561)		Other liabilities	1.907		2.352		03/01/2024	Interest rate swap	20,000		(561)		Other liabilities	1.907		2.352		03/01/2024
Interest rate swap	Interest rate swap	6,000		(15)		Other liabilities	1.894		1.866		06/15/2021	Interest rate swap	6,000		(15)		Other liabilities	1.894		1.866		06/15/2021
Interest rate swap	Interest rate swap	3,000		(9)		Other liabilities	1.831		1.878		06/30/2021	Interest rate swap	3,000		(9)		Other liabilities	1.831		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 ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, in thousands:


		Effective Portion										Ineffective Portion				Effective Portion				Ineffective Portion
		Recognized in OCI		Reclassified from AOCI into Income				Recognized in Income on Derivatives						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)			Amount of Gain (Loss)		Category	Amount of Gain (Loss)		Category	Amount of Gain (Loss)

Three Months Ended March 31, 2020
Three Months Ended June 30, 2020										Three Months Ended June 30, 2020

Interest rate swaps	Interest rate swaps	$	(3,863)	Interest expense	$	183	Other income	$	—	Interest rate swaps	$	(100)	Interest expense	$	417	Other income	$	—
Six Months Ended June 30, 2020										Six Months Ended June 30, 2020

Three Months Ended March 31, 2019
Interest rate swaps										Interest rate swaps	$	(3,963)	Interest expense	$	600	Other income	$	—
Three Months Ended June 30, 2019										Three Months Ended June 30, 2019

Interest rate swaps	Interest rate swaps	$	(1,340)	Interest expense	$	(165)	Other income	$	—	Interest rate swaps	$	(2,163)	Interest expense	$	(100)	Other income	$	—
Six Months Ended June 30, 2019										Six Months Ended June 30, 2019

Interest rate swaps										Interest rate swaps	$	(3,503)	Interest expense	$	(265)	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 ~~$3.9~~$4.2 million and $3.4 million of cash as collateral for these fair value hedges at ~~March 31,~~June 30, 2020, and December 31, 2019, respectively.

The table below identifies the notional amount, fair value and balance sheet category of Heartland's fair value hedges at ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:

Notional Amount

Fair Value

Balance Sheet Category

Notional Amount

Fair Value

Balance Sheet Category

March 31, 2020

June 30, 2020

Fair value hedges

21,149

(2,930)

Other liabilities

Fair value hedges

21,048

(2,926)

Other liabilities

December 31, 2019

Fair value hedges

21,250

(1,253)

Other liabilities

Fair value hedges

21,250

(1,253)

Other liabilities

The table below identifies the gains and losses recognized on Heartland's fair value hedges for the ~~three~~three- and six- month periods ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, in thousands:

Amount of Gain (Loss)

Income Statement Category

Three Months Ended ~~March 31,~~June 30, 2020

Fair value hedges

~~(1,677)~~4

Interest income

Six Months Ended June 30, 2020

Fair value hedges

(1,673)

Interest income

Three Months Ended ~~March 31,~~June 30, 2019

Fair value hedges

~~894~~ (660)

Interest income

Six Months Ended June 30, 2019

Fair value hedges

(1,290)

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 at ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		Notional Amount		Fair Value		Balance Sheet Category		Notional Amount		Fair Value		Balance Sheet Category
March 31, 2020
June 30, 2020							June 30, 2020
Embedded derivatives	Embedded derivatives	$	9,522	$	826	Other assets	Embedded derivatives	$	9,416	$	827	Other assets

December 31, 2019	December 31, 2019						December 31, 2019
Embedded derivatives	Embedded derivatives	$	9,627	$	465	Other assets	Embedded derivatives	$	9,627	$	465	Other assets

The table below identifies the gains and losses recognized on Heartland's embedded derivatives for the ~~three-month~~three- and six--month periods ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, in thousands:

Amount of Gain (Loss)

Income Statement Category

Three Months Ended ~~March 31,~~June 30, 2020

Embedded derivatives

~~361~~1

Other noninterest income

Six Months Ended June 30, 2020

Embedded derivatives

362

Other noninterest income

Three Months Ended ~~March 31,~~June 30, 2019

Embedded derivatives

~~889~~182

Other noninterest income

Six Months Ended June 30, 2019

Embedded derivatives

1,071

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 ~~$48.9~~$51.6 million and $20.2 million as of ~~March 31,~~June 30, 2020, and December 31, 2019, respectively, as collateral related to these back-to-back swaps. Heartland's counterparties were required to pledge $0 at ~~March 31,~~June 30, 2020, and $0 at December 31, 2019. Any gains and losses on these back-to-back swaps are recorded in noninterest income on the consolidated statements of income, and for the ~~three~~three- and six months ended ~~March 31,~~June 30, 2020 and ~~March 31,~~June 30, 2019, 0 gain or loss was recognized. The table below identifies the balance sheet category and fair values of Heartland's derivative instruments designated as loan swaps at ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		Notional Amount		Fair Value		Balance Sheet Category	Weighted Average Receive Rate		Weighted Average Pay Rate			Notional Amount		Fair Value		Balance Sheet Category	Weighted Average Receive Rate		Weighted Average Pay Rate
March 31, 2020
June 30, 2020											June 30, 2020
Customer interest rate swaps	Customer interest rate swaps	$	415,024	$	47,476	Other assets	4.58	%	3.71	%	Customer interest rate swaps	$	447,820	$	51,791	Other assets	4.47	%	2.53	%
Customer interest rate swaps	Customer interest rate swaps	415,024		(47,476)		Other liabilities	3.71		4.58		Customer interest rate swaps	447,820		(51,791)		Other liabilities	2.53		4.47
December 31, 2019	December 31, 2019										December 31, 2019
Customer interest rate swaps	Customer interest rate swaps	$	374,191	$	16,927	Other assets	4.68	%	4.05	%	Customer interest rate swaps	$	374,191	$	16,927	Other assets	4.68	%	4.05	%
Customer interest rate swaps	Customer interest rate swaps	374,191		(16,927)		Other liabilities	4.05		4.68		Customer interest rate swaps	374,191		(16,927)		Other liabilities	4.05		4.68

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 collateral at both ~~March 31,~~June 30, 2020, and December 31, 2019. Heartland's counterparties were required to pledge 0 collateral at both ~~March 31,~~June 30, 2020 and December 31, 2019, 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 ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		Balance Sheet Category	Notional Amount		Fair Value			Balance Sheet Category	Notional Amount		Fair Value
March 31, 2020
June 30, 2020							June 30, 2020
Interest rate lock commitments (mortgage)	Interest rate lock commitments (mortgage)	Other assets	$	70,051	$	2,457	Interest rate lock commitments (mortgage)	Other assets	$	64,501	$	2,653

Forward commitments	Forward commitments	Other assets	5,000		30		Forward commitments	Other assets	3,000		—
Forward commitments	Forward commitments	Other liabilities	64,500		(1,273)		Forward commitments	Other liabilities	51,500		(281)
Undesignated interest rate swaps	Undesignated interest rate swaps	Other liabilities	9,522		(826)		Undesignated interest rate swaps	Other liabilities	9,416		(827)

December 31, 2019	December 31, 2019						December 31, 2019
Interest rate lock commitments (mortgage)	Interest rate lock commitments (mortgage)	Other assets	$	20,356	$	681	Interest rate lock commitments (mortgage)	Other assets	$	20,356	$	681

Forward commitments	Forward commitments	Other assets	16,000		15		Forward commitments	Other assets	16,000		15
Forward commitments	Forward commitments	Other liabilities	36,500		(113)		Forward commitments	Other liabilities	36,500		(113)
Undesignated interest rate swaps	Undesignated interest rate swaps	Other liabilities	9,627		(465)		Undesignated interest rate swaps	Other liabilities	9,627		(465)

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 ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, in thousands:


	Income Statement Category	Gain (Loss) Recognized




Three Months Ended ~~March 31,~~June 30, 2020
Interest rate lock commitments (mortgage)	Net gains on sale of loans held for sale	$	~~1,698~~1,296
Forward commitments	Net gains on sale of loans held for sale	~~(1,146)~~962
Undesignated interest rate swaps	Other noninterest income	~~(361)~~(1)



Six Months Ended June 30, 2020
Interest rate lock commitments (mortgage)	Net gains on sale of loans held for sale	$	2,994
Forward commitments	Net gains on sale of loans held for sale	(184)
Undesignated interest rate swaps	Other noninterest income	(362)
Three Months Ended ~~March 31,~~June 30, 2019
Interest rate lock commitments (mortgage)	Net gains on sale of loans held for sale	$	~~264~~552
Forward commitments	Net gains on sale of loans held for sale	(145)
Undesignated interest rate swaps	Other noninterest income	182
Six Months Ended June 30, 2019
Interest rate lock commitments (mortgage)	Net gains on sale of loans held for sale	$	816

Forward commitments	Net gains on sale of loans held for sale	~~117~~ (28)
Undesignated interest rate swaps	Other noninterest income	~~889~~1,071

NOTE 8: 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 the 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 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 recorded at fair value only 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 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.

Loans Held to Maturity

Heartland does not record loans held to maturity at fair value on a recurring basis. However, from time to time, certain loans are considered collateral dependent and an allowance for credit losses is established. The fair value of individually assessed loans is measured using the fair value of the collateral. In accordance with ASC 820, individually assessed 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 the assumptions in the discounted cash flow analysis 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 fair 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 the 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 ~~March 31,~~June 30, 2020, and December 31, 2019, 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 ~~March 31,~~June 30, 2020, and December 31, 2019, 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			Total Fair Value		Level 1		Level 2		Level 3
March 31, 2020
June 30, 2020										June 30, 2020
Assets	Assets									Assets

Securities available for sale	Securities available for sale									Securities available for sale
U.S. government corporations and agencies	U.S. government corporations and agencies	$	9,916	$	8,569	$	1,347	$	—	U.S. government corporations and agencies	$	5,842	$	4,547	$	1,295	$	—
Mortgage and asset-backed securities	Mortgage and asset-backed securities	2,520,004		—		2,520,004		—		Mortgage and asset-backed securities	3,134,439		—		3,134,439		—
Obligations of states and political subdivisions	Obligations of states and political subdivisions	940,441		—		940,441		—		Obligations of states and political subdivisions	966,679		—		966,679		—

Equity securities with a readily determinable fair value	Equity securities with a readily determinable fair value	18,260		—		18,260		—		Equity securities with a readily determinable fair value	19,391		—		19,391		—
Derivative financial instruments⁽¹⁾	Derivative financial instruments⁽¹⁾	48,302		—		48,302		—		Derivative financial instruments⁽¹⁾	52,618		—		52,618		—
Interest rate lock commitments	Interest rate lock commitments	2,457		—		—		2,457		Interest rate lock commitments	2,653		—		—		2,653
Forward commitments		30		—		30		—

Total assets at fair value	Total assets at fair value	$	3,539,410	$	8,569	$	3,528,384	$	2,457	Total assets at fair value	$	4,181,622	$	4,547	$	4,174,422	$	2,653
Liabilities	Liabilities									Liabilities
Derivative financial instruments⁽²⁾	Derivative financial instruments⁽²⁾	$	57,777	$	—	$	57,777	$	—	Derivative financial instruments⁽²⁾	$	62,189	$	—	$	62,189	$	—
Forward commitments	Forward commitments	1,273		—		1,273		—		Forward commitments	281		—		281		—

Total liabilities at fair value	Total liabilities at fair value	$	59,050	$	—	$	59,050	$	—	Total liabilities at fair value	$	62,470	$	—	$	62,470	$	—
December 31, 2019	December 31, 2019																	December 31, 2019
Assets	Assets									Assets

Securities available for sale	Securities available for sale									Securities available for sale
U.S. government corporations and agencies	U.S. government corporations and agencies	$	9,893	$	8,503	$	1,390	$	—	U.S. government corporations and agencies	$	9,893	$	8,503	$	1,390	$	—
Mortgage and asset-backed securities	Mortgage and asset-backed securities	2,577,278		—		2,577,278		—		Mortgage and asset-backed securities	2,577,278		—		2,577,278		—
Obligations of states and political subdivisions	Obligations of states and political subdivisions	707,190		—		707,190		—		Obligations of states and political subdivisions	707,190		—		707,190		—

Equity securities	Equity securities	18,435		—		18,435		—		Equity securities	18,435		—		18,435		—
Derivative financial instruments⁽¹⁾	Derivative financial instruments⁽¹⁾	17,527		—		17,527		—		Derivative financial instruments⁽¹⁾	17,527		—		17,527		—
Interest rate lock commitments	Interest rate lock commitments	681		—		—		681		Interest rate lock commitments	681		—		—		681

Total assets at fair value	Total assets at fair value	$	3,331,019	$	8,503	$	3,321,835	$	681	Total assets at fair value	$	3,331,019	$	8,503	$	3,321,835	$	681
Liabilities	Liabilities									Liabilities
Derivative financial instruments⁽²⁾	Derivative financial instruments⁽²⁾	$	21,462	$	—	$	21,462	$	—	Derivative financial instruments⁽²⁾	$	21,462	$	—	$	21,462	$	—
Forward commitments	Forward commitments	113		—		113		—		Forward commitments	113		—		113		—

Total liabilities at fair value	Total liabilities at fair value	$	21,575	$	—	$	21,575	$	—	Total liabilities at fair value	$	21,575	$	—	$	21,575	$	—

(1) Includes embedded derivatives, back-to-back loan swaps, fair value hedges, free standing derivative instruments and cash flow hedges.	(1) Includes embedded derivatives, back-to-back loan swaps, fair value hedges, free standing derivative instruments and cash flow hedges.																	(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.	(2) Includes cash flow hedges, fair value hedges, back-to-back loan swaps, embedded derivatives and free standing derivative instruments.																	(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 March 31, 2020																			Fair Value Measurements at June 30, 2020
		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Year-to- Date (Gains) Losses			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Year-to- Date (Gains) Losses
Collateral dependent loans:	Collateral dependent loans:											Collateral dependent loans:
Commercial and industrial	Commercial and industrial	$	5,494	$	—	$	—	$	5,494	$	153	Commercial and industrial	$	7,672	$	—	$	—	$	7,672	$	322
Owner occupied commercial real estate	Owner occupied commercial real estate	2,129		—		—		2,129		—		Owner occupied commercial real estate	3,982		—		—		3,982		—
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	109		—		—		109		—		Non-owner occupied commercial real estate	1,144		—		—		1,144		—
Real estate construction	Real estate construction	132		—		—		132		—		Real estate construction	132		—		—		132		—
Agricultural and agricultural real estate	Agricultural and agricultural real estate	1,980		—		—		1,980		—		Agricultural and agricultural real estate	11,358		—		—		11,358		—
Residential real estate	Residential real estate	543		—		—		543		52		Residential real estate	563		—		—		563		52
Consumer	Consumer	153		—		—		153		—		Consumer	162		—		—		162		—
Total collateral dependent loans	Total collateral dependent loans	$	10,540	$	—	$	—	$	10,540	$	205	Total collateral dependent loans	$	25,013	$	—	$	—	$	25,013	$	374
Loans held for sale	Loans held for sale	$	22,957	$	—	$	22,957	$	—	$	(1,734)	Loans held for sale	$	54,382	$	—	$	54,382	$	—	$	(2,001)
Other real estate owned	Other real estate owned	$	6,074	$	—	$	—	$	6,074	$	66	Other real estate owned	5,539		—		—		5,539		651
Premises, furniture and equipment held for sale	Premises, furniture and equipment held for sale	$	2,967	$	—	$	—	$	2,967	$	—	Premises, furniture and equipment held for sale	567		—		—		567		—
Servicing rights	Servicing rights	$	4,125	$	—	$	—	$	4,125	$	1,579	Servicing rights	4,485		—		—		4,485		1,556


		Fair Value Measurements at December 31, 2019																			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)		Year-to- Date (Gains) Losses			Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Year-to- Date (Gains) Losses
Collateral dependent impaired loans:	Collateral dependent impaired loans:											Collateral dependent impaired loans:
Commercial and industrial	Commercial and industrial	$	15,173	$	—	$	—	$	15,173	$	1,114	Commercial and industrial	$	15,173	$	—	$	—	$	15,173	$	1,114
Owner occupied commercial real estate	Owner occupied commercial real estate	1,352		—		—		1,352		—		Owner occupied commercial real estate	1,352		—		—		1,352		—
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	1,305		—		—		1,305		—		Non-owner occupied commercial real estate	1,305		—		—		1,305		—
Real estate construction	Real estate construction	—		—		—		—		—		Real estate construction	—		—		—		—		—
Agricultural and agricultural real estate	Agricultural and agricultural real estate	12,623		—		—		12,623		1,254		Agricultural and agricultural real estate	12,623		—		—		12,623		1,254
Residential real estate	Residential real estate	4,978		—		—		4,978		82		Residential real estate	4,978		—		—		4,978		82
Consumer	Consumer	1,033		—		—		1,033		—		Consumer	1,033		—		—		1,033		—
Total collateral dependent impaired loans	Total collateral dependent impaired loans	$	36,464	$	—	$	—	$	36,464	$	2,450	Total collateral dependent impaired loans	$	36,464	$	—	$	—	$	36,464	$	2,450
Loans held for sale	Loans held for sale	$	26,748	$	—	$	26,748	$	—	$	(980)	Loans held for sale	$	26,748	$	—	$	26,748	$	—	$	(980)

Other real estate owned	Other real estate owned	$	6,914	$	—	$	—	$	6,914	$	947	Other real estate owned	6,914		—		—		6,914		947
Premises, furniture and equipment held for sale	Premises, furniture and equipment held for sale	$	2,967	$	—	$	—	$	2,967	$	735	Premises, furniture and equipment held for sale	2,967		—		—		2,967		735
Servicing rights	Servicing rights	$	5,621	$	—	$	—	$	5,621	$	911	Servicing rights	5,621		—		—		5,621		911

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
3/31/2020

Valuation
Technique

Unobservable
Input

Range
(Weighted Average)

Fair Value at
6/30/2020

Valuation
Technique

Unobservable
Input

Range
(Weighted Average)

Interest rate lock commitments

2,457

Discounted cash flows

Closing ratio

0-99% (88%)⁽¹⁾

Interest rate lock commitments

2,653

Discounted cash flows

Closing ratio

0-99% (88%)⁽¹⁾

Other real estate owned

6,074

Modified appraised value

Third party appraisal

(2)

Other real estate owned

5,539

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-10%⁽³⁾

Other real estate owned

Appraisal discount

0-10%⁽³⁾

Servicing rights

4,125

Discounted cash flows

Third party valuation

(4)

Servicing rights

4,485

Discounted cash flows

Third party valuation

(4)

Premises, furniture and equipment held for sale

2,967

Modified appraised value

Third party appraisal

(2)

Premises, furniture and equipment held for sale

567

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-10%⁽³⁾

Premises, furniture and equipment held for sale

Appraisal discount

0-10%⁽³⁾

Collateral dependent impaired loans:

Commercial

5,494

Modified appraised value

Third party appraisal

(2)

Commercial

7,672

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-15%⁽³⁾

Commercial

Appraisal discount

0-10%⁽³⁾

Owner occupied commercial real estate

2,129

Modified appraised value

Third party appraisal

(2)

Owner occupied commercial real estate

3,982

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-6%⁽³⁾

Appraisal discount

0-8%⁽³⁾

Non-owner occupied commercial real estate

109

Modified appraised value

Third party appraisal

(2)

Non-owner occupied commercial real estate

1,144

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-8%⁽³⁾

Appraisal discount

0-7%⁽³⁾

Real estate construction

132

Modified appraised value

Third party appraisal

(2)

Real estate construction

132

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-8%⁽³⁾

Real estate construction

Appraisal discount

0-10%⁽³⁾

Agricultural and agricultural real estate

1,980

Modified appraised value

Third party appraisal

(2)

Agricultural and agricultural real estate

11,358

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-6%⁽³⁾

Agricultural and agricultural real estate

Appraisal discount

0-8%⁽³⁾

Residential real estate

543

Modified appraised value

Third party appraisal

(2)

Residential real estate

563

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-11%⁽³⁾

Residential real estate

Appraisal discount

0-6%⁽³⁾

Consumer

153

Modified appraised value

Third party valuation

(2)

Consumer

162

Modified appraised value

Third party valuation

(2)

Valuation discount

0-7%⁽³⁾

Consumer

Valuation discount

0-7%⁽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. The weighted average closing ratio for PrimeWest Mortgage Corporation is 88%.

(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
12/31/2019

Valuation
Technique

Unobservable
Input

Range
(Weighted Average)

Interest rate lock commitments

681

Discounted cash flows

Closing ratio

0-99% (90%)⁽¹⁾

Other real estate owned

6,914

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-10%⁽³⁾

Servicing rights

5,621

Discounted cash flows

Third party valuation

(4)

Premises, furniture and equipment held for sale

2,967

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-10%⁽³⁾

Collateral dependent impaired loans:

Commercial

15,173

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-25%⁽³⁾

Owner occupied commercial real estate

1,352

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-14%⁽³⁾

Non-owner occupied commercial real estate

1,305

Modified appraised value

Third party appraisal

(2)

Appraisal discount

0-14%⁽³⁾

Real estate construction

—

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⁾

(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.

The changes in fair value of the interest rate lock commitments, which are Level 3 financial instruments measured on a recurring basis, are summarized in the following table, in thousands:


		For the Three Months Ended March 31, 2020		For the Year Ended December 31, 2019			For the Six Months Ended June 30, 2020		For the Year Ended December 31, 2019
Balance at January 1,	Balance at January 1,	$	681	$	725	Balance at January 1,	$	681	$	725

Total gains (losses) included in earnings	Total gains (losses) included in earnings	1,698		18		Total gains (losses) included in earnings	2,994		18
Issuances	Issuances	2,478		10,702		Issuances	5,734		10,702
Settlements	Settlements	(2,400)		(10,764)		Settlements	(6,756)		(10,764)
Balance at period end	Balance at period end	$	2,457	$	681	Balance at period end	$	2,653	$	681

Gains included in gains (losses) on sale of loans held for sale attributable to interest rate lock commitments held at ~~March 31,~~June 30, 2020, and December 31, 2019, were ~~$2.5~~$2.7 million and $681,000, respectively.

The table below is a summary of the estimated fair value of Heartland's financial instruments (as defined by ASC 825) as of ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands. The carrying amounts in the following tables 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, and other intangibles and other liabilities.

Heartland does not believe that the estimated information presented herein 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, deposit gathering or fee generating activities. Many of the estimates presented herein 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 March 31, 2020															Fair Value Measurements at June 30, 2020
		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)			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:	Financial assets:											Financial assets:
Cash and cash equivalents	Cash and cash equivalents	$	239,743	$	239,743	$	239,743	$	—	$	—	Cash and cash equivalents	$	453,578	$	453,578	$	453,578	$	—	$	—
Time deposits in other financial institutions	Time deposits in other financial institutions	3,568		3,568		3,568		—		—		Time deposits in other financial institutions	3,128		3,128		3,128		—		—
Securities:	Securities:											Securities:

Carried at fair value	Carried at fair value	3,488,621		3,488,621		8,569		3,480,052		—		Carried at fair value	4,126,351		4,126,351		4,547		4,121,804		—
Held to maturity	Held to maturity	91,875		101,375		—		101,375		—		Held to maturity	90,579		101,557		—		101,557		—
Other investments	Other investments	35,370		35,370		—		35,370		—		Other investments	35,902		35,902		—		35,902		—
Loans held for sale	Loans held for sale	22,957		22,957		—		22,957		—		Loans held for sale	54,382		54,382		—		54,382		—
Loans, net:	Loans, net:											Loans, net:
Commercial and industrial	Commercial and industrial	2,518,034		2,507,060		—		2,501,566		5,494		Commercial and industrial	2,331,869		2,307,865		—		2,300,193		7,672
PPP												PPP	1,124,430		1,124,430		—		1,124,430		—
Owner occupied commercial real estate	Owner occupied commercial real estate	1,420,702		1,456,304		—		1,454,175		2,129		Owner occupied commercial real estate	1,409,869		1,400,849		—		1,396,867		3,982
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	1,543,466		1,567,555		—		1,567,446		109		Non-owner occupied commercial real estate	1,533,461		1,524,064		—		1,522,920		1,144
Real estate construction	Real estate construction	1,046,749		1,076,645		—		1,076,513		132		Real estate construction	1,087,176		1,101,835		—		1,101,703		132
Agricultural and agricultural real estate	Agricultural and agricultural real estate	545,310		552,823		—		550,843		1,980		Agricultural and agricultural real estate	515,072		496,297		—		484,939		11,358
Residential real estate	Residential real estate	783,815		798,549		—		798,006		543		Residential real estate	726,458		726,139		—		725,576		563
Consumer	Consumer	418,817		431,583		—		431,430		153		Consumer	398,558		397,445		—		397,283		162
Total Loans, net	Total Loans, net	8,276,893		8,390,519		—		8,379,979		10,540		Total Loans, net	9,126,893		9,078,924		—		9,053,911		25,013
Cash surrender value on life insurance	Cash surrender value on life insurance	172,140		172,140		—		172,140		—		Cash surrender value on life insurance	172,813		172,813		—		172,813		—
Derivative financial instruments⁽¹⁾	Derivative financial instruments⁽¹⁾	48,302		48,302		—		48,302		—		Derivative financial instruments⁽¹⁾	52,618		52,618		—		52,618		—
Interest rate lock commitments	Interest rate lock commitments	2,457		2,457		—		—		2,457		Interest rate lock commitments	2,653		2,653		—		—		2,653
Forward commitments	Forward commitments	30		30		—		30		—		Forward commitments	30		30		—		30		—
Financial liabilities:	Financial liabilities:											Financial liabilities:
Deposits	Deposits											Deposits
Demand deposits	Demand deposits	3,696,974		3,696,974		—		3,696,974		—		Demand deposits	4,831,151		4,831,151		—		4,831,151		—
Savings deposits	Savings deposits	6,366,610		6,366,610		—		6,366,610		—		Savings deposits	6,810,296		6,810,296		—		6,810,296		—
Time deposits	Time deposits	1,110,441		1,110,441		—		1,110,441		—		Time deposits	1,067,252		1,067,453		—		1,067,453		—
Deposits held for sale		—		—		—		—		—

Short term borrowings	Short term borrowings	121,442		121,442		—		121,442		—		Short term borrowings	88,631		88,631		—		88,631		—
Other borrowings	Other borrowings	276,150		280,447		—		280,447		—		Other borrowings	306,459		308,561		—		308,561		—
Derivative financial instruments⁽²⁾	Derivative financial instruments⁽²⁾	57,777		57,777		—		57,777		—		Derivative financial instruments⁽²⁾	62,189		62,189		—		62,189		—
Forward commitments	Forward commitments	1,273		1,273		—		1,273		—		Forward commitments	281		281		—		281		—

(1) Includes embedded derivatives and back-to-back loan swaps.	(1) Includes embedded derivatives and back-to-back loan swaps.																					(1) Includes embedded derivatives and back-to-back loan swaps.
(2) Includes embedded derivatives, back-to-back loan swaps, fair value hedges, free standing derivative instruments and cash flow hedges.	(2) Includes embedded derivatives, back-to-back loan swaps, fair value hedges, free standing derivative instruments and cash flow hedges.																					(2) Includes embedded derivatives, back-to-back loan swaps, fair value hedges, free standing derivative instruments and cash flow hedges.


					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 and industrial	2,530,809		2,621,253		—		2,606,080		15,173
Owner occupied commercial real estate	1,472,704		1,409,388		—		1,408,036		1,352
Non-owner occupied commercial real estate	1,495,877		1,397,527		—		1,396,222		1,305
Real estate construction	1,027,081		924,041		—		924,041		—
Agricultural and agricultural real estate	565,837		576,821		—		564,198		12,623
Residential real estate	832,277		841,453		—		838,365		3,088
Consumer	443,332		470,927		—		469,939		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

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⁽¹⁾	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.

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 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 due to the restrictions placed on their transferability. The market for these securities is restricted to the issuer of the stock and subject to impairment evaluation.

Loans — The fair value of loans is 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.

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 prices, 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.

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.

NOTE 9: REVENUE

~~On January 1, 2018, Heartland adopted ASU 2014-09, "Revenue~~Accounting Standards Codification ("ASC") 606, Revenue from Contracts with ~~Customers" (Topic 606), and~~Customers, requires revenue to be recognized at an amount that reflects the consideration to which Heartland expects to be entitled in exchange for transferring goods or services to a customer. ASC 606 applies to all ~~subsequent ASUs~~contracts with customers to provide goods or services in the ordinary course of business, except for contracts that ~~modified Topic 606.~~

~~Topic 606 does not apply to~~are specifically excluded from its scope. The majority of Heartland's revenue ~~associated with financial instruments,~~streams including ~~revenue from loans and securities. In addition, certain noninterest~~interest income, ~~streams such as fees associated with~~ loan servicing income, net securities gain, net unrealized gains and losses on equity securities, net gains on sale of loans held for sale, valuation adjustment on servicing rights, income from bank owned life insurance ~~derivatives~~ and ~~certain credit card fees~~other noninterest income are ~~also not in~~outside the scope of ~~the new guidance. Topic 606 is applicable to noninterest revenue~~ASC 606. Revenue streams ~~such as~~including service charges and fees, interchange fees on credit and debit cards, trust fees and brokerage and insurance ~~commissions. However,~~commissions are within the ~~recognition~~scope of ~~these revenue streams did not change significantly upon adoption of Topic~~ASC 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 and other service charges, 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 ~~three-months~~three and six months ended ~~March 31,~~June 30, 2020, and 2019, in thousands:


		Three Months Ended March 31,							Three Months Ended June 30,						Six Months Ended June 30,
		2020		2019			2020		2019		2020		2019
In-scope of Topic 606	In-scope of Topic 606					In-scope of Topic 606
Service charges and fees	Service charges and fees					Service charges and fees
Service charges and fees on deposit accounts	Service charges and fees on deposit accounts	$	3,438	$	2,977	Service charges and fees on deposit accounts	$	3,476	$	3,186	$	6,913	$	6,163
Overdraft fees	Overdraft fees	2,809		2,744		Overdraft fees	1,634		2,876		4,443		5,619
Customer service and other service fees	Customer service and other service fees	59		82		Customer service and other service fees	35		84		94		166
Credit card fee income	Credit card fee income	3,900		3,349		Credit card fee income	4,067		4,270		7,967		7,619
Debit card income	Debit card income	1,815		3,642		Debit card income	1,760		4,213		3,576		7,856

Total service charges and fees	Total service charges and fees	$	12,021	$	12,794	Total service charges and fees	10,972		14,629		22,993		27,423
Trust fees	Trust fees	5,022		4,474		Trust fees	4,977		4,825		9,999		9,299
Brokerage and insurance commissions	Brokerage and insurance commissions	733		734		Brokerage and insurance commissions	595		1,028		1,328		1,762
Total noninterest income in-scope of Topic 606	Total noninterest income in-scope of Topic 606	$	17,776	$	18,002	Total noninterest income in-scope of Topic 606	16,544		20,482		34,320		38,484

Out-of-scope of Topic 606	Out-of-scope of Topic 606					Out-of-scope of Topic 606
Loan servicing income	Loan servicing income	$	963	$	1,729	Loan servicing income	$	379	$	1,338	$	1,342	$	3,067
Securities gains/(losses), net		1,658		1,575
Unrealized gain/(loss) on equity securities, net		(231)		258
Securities gains, net						Securities gains, net	2,006		3,580		3,664		5,155
Unrealized gain on equity securities, net						Unrealized gain on equity securities, net	680		112		449		370
Net gains on sale of loans held for sale	Net gains on sale of loans held for sale	4,660		3,176		Net gains on sale of loans held for sale	7,857		4,343		12,517		7,519
Valuation adjustment on servicing rights	Valuation adjustment on servicing rights	(1,565)		(589)		Valuation adjustment on servicing rights	9		(364)		(1,556)		(953)
Income on bank owned life insurance	Income on bank owned life insurance	498		899		Income on bank owned life insurance	1,167		888		1,665		1,787
Other noninterest income	Other noninterest income	2,058		1,667		Other noninterest income	1,995		1,682		4,053		3,349
Total noninterest income out-of-scope of Topic 606	Total noninterest income out-of-scope of Topic 606	8,041		8,715		Total noninterest income out-of-scope of Topic 606	14,093		11,579		22,134		20,294
Total noninterest income	Total noninterest income	$	25,817	$	26,717	Total noninterest income	$	30,637	$	32,061	$	56,454	$	58,778

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 ~~March 31,~~June 30, 2020, and December 31, 2019, 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.

NOTE 10: STOCK 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 cash incentive

awards, under its ~~2012~~2020 Long-Term Incentive Plan (the "Plan"). The Plan was ~~originally~~ approved by stockholders in May 2020 and replaces the 2012 ~~and was amended effective March 8, 2016, to increase~~Long-Term Incentive Plan. The Plan increases the number of shares of common stock authorized for issuance to 1,460,000 and ~~make~~makes certain other changes to the Plan. As of ~~March 31,~~June 30, 2020, ~~213,863~~1,429,562 shares of common stock were available for issuance under future awards that may be granted under the Plan to employees and directors of, and service providers to, Heartland or its subsidiaries.

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. Forfeitures are accounted for as they occur.

Heartland's income tax expense included ~~$25,000~~$91,000 of tax expense during the ~~three~~six months ended ~~March 31,~~June 30, 2020 and a tax benefit of ~~$336,000~~$272,000 during the ~~three~~six months ended ~~March 31,~~June 30, 2019, related to the exercise, vesting and forfeiture of equity-based awards.

Restricted Stock Units

The Plan permits the Compensation Committee to grant restricted stock units ("RSUs"). In the first quarter of 2020, the Compensation Committee granted time-based RSUs with respect to 114,944 shares of common stock, and in the first quarter of 2019, the Compensation Committee granted time-based RSUs with respect to 90,073 shares of common stock to selected officers and employees. The time-based RSUs represent the right, without payment, to receive shares of Heartland common stock on a specified date in the future. The time-based RSUs granted in 2020 and 2019 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 also granted three-year performance-based RSUs with respect to 50,787 shares and 34,848 shares of common stock in the first quarter of 2020 and 2019 respectively. These performance-based RSUs will be earned based on satisfaction of performance targets for the three-year performance period ended December 31, 2022, and December 31, 2021, respectively. 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.

The 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 twenty-four 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 commencement of employment, and to other employees and service providers as incentives. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, 046,613 and ~~1,045~~32,662 time-based RSUs, respectively, were granted to directors and new employees.

A summary of the RSUs outstanding as of ~~March 31,~~June 30, 2020, and 2019, and changes during the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019, follows:


	2020				2019
	Shares	Weighted-Average Grant Date Fair Value		Shares	Weighted-Average Grant Date Fair Value
Outstanding at January 1,	254,383	$	46.76	266,995	$	43.89
Granted	212,344	32.00		157,583	45.00
Vested	(118,686)	44.52		(139,623)	38.82
Forfeited	(14,648)	47.00		(18,015)	49.31
Outstanding at June 30,	333,393	$	38.55	266,940	$	46.97

2020 2019
Shares Weighted-Average Grant Date
Fair Value Shares Weighted-Average Grant Date
Fair Value
Outstanding at January 1, 254,383 $ 46.76 266,995 $ 43.89
Granted 165,731 32.57 125,966 45.77
Vested (86,441) 45.48 (117,122) 35.84
Forfeited (11,929) 48.38 (13,364) 49.89
Outstanding at March 31, 321,744 $ 40.14 262,475 $ 48.07

Total compensation costs recorded for RSUs were ~~$2.2~~$3.4 million and ~~$2.4~~$3.6 million for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2020 and 2019. As of ~~March 31,~~June 30, 2020, there were ~~$8.1~~$7.9 million of total unrecognized compensation costs related to the Plan for RSUs that are expected to be recognized through 2022.

NOTE 11: 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.

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 sheet. With the adoption of ASU 2016-02 "Leases" (Topic 842), operating lease agreements are required to be recognized on the consolidated balance sheet 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 sheet. The table below presents Heartland's ROU assets and lease liabilities as of ~~March 31,~~June 30, 2020 and December 31, 2019, in thousands:


		Classification	March 31, 2020		December 31, 2019			Classification	June 30, 2020		December 31, 2019
Operating lease right-of-use assets	Operating lease right-of-use assets	Other assets	$	21,868	$	23,200	Operating lease right-of-use assets	Other assets	$	21,474	$	23,200
Operating lease liabilities	Operating lease liabilities	Accrued expenses and other liabilities	$	23,182	$	24,617	Operating lease liabilities	Accrued expenses and other liabilities	$	22,740	$	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. 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 ~~March 31,~~June 30, 2020 and 2019, in thousands:

Three Months Ended
March 31,
Income Statement Category 2020 2019
Lease Cost
Operating lease cost Occupancy expense $ 1,382 $ 1,405
Variable lease cost Occupancy expense 16 35
Total lease cost $ 1,398 $ 1,440
Supplemental Information
Noncash reduction of ROU assets arising from lease modifications and terminations Occupancy expense $ 358 $ 1,209
Noncash reduction of lease liabilities arising from lease modifications and terminations Occupancy expense 386 —
Supplemental balance sheet information As of March 31, 2020
Weighted-average remaining operating lease term (in years) 6.5
Weighted-average discount rate for operating leases 3.00 %


		Three Months Ended June 30,						Six Months Ended June 30,
	Income Statement Category	2020		2019		2020		2019
Lease Cost
Operating lease cost	Occupancy expense	$	1,311	$	1,462	$	2,639	$	2,867
Variable lease cost	Occupancy expense	16		32		32		67

Total lease cost		$	1,327	$	1,494	$	2,671	$	2,934
Supplemental Information
Noncash reduction of ROU assets arising from lease modifications and terminations	Occupancy expense	$	17	$	2,464	$	375	$	2,464
Noncash reduction of lease liabilities arising from lease modifications and terminations	Occupancy expense	—		2,487		386		2,487

Supplemental balance sheet information						As of June 30, 2020
Weighted-average remaining operating lease term (in years)						6.53

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 ~~March 31,~~June 30, 2020 are as follows, in thousands:


Nine months ending December 31, 2020		$	4,167
Six months ending December 31, 2020				Six months ending December 31, 2020	$	2,829
Year ending December 31,	Year ending December 31,			Year ending December 31,
2021	2021	5,289		2021	5,384
2022	2022	4,065		2022	4,157
2023	2023	2,728		2023	2,819
2024	2024	2,015		2024	2,106
Thereafter	Thereafter	7,300		Thereafter	7,793
Total lease payments	Total lease payments	$	25,564	Total lease payments	25,088
Less interest	Less interest	(2,382)		Less interest	(2,348)
Present value of lease liabilities	Present value of lease liabilities	$	23,182	Present value of lease liabilities	$	22,740

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q (including any information incorporated herein by reference) contains, and future oral and written statements of Heartland Financial USA, Inc. ("Heartland") 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 business, financial condition, results of operations, plans, objectives and future performance 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. Although Heartland has made these statements based on management's experience and best estimate of future events, there may be events or factors that management has not anticipated, and the accuracy and achievement of such forward-looking statements and estimates are subject to a number of risks, including those identified in our Annual Report on Form 10-K for the year ended December 31, 2019, as updated and supplemented in this Quarterly Report on Form ~~10-Q. Additionally, all statements in this document,~~10-Q, and factors including ~~forward-looking statements, speak only as~~but not limited to: the impact of the ~~date they are made,~~COVID-19 pandemic on Heartland and U.S. and global financial markets; containment measures enacted by the U.S. federal and state governments and by private businesses in response to the COVID-19 pandemic; the deterioration of the U.S. economy in general and in the local economies in which Heartland ~~undertakes no obligation~~conducts its operations; increasing credit losses due to ~~update~~deterioration in the financial condition of its borrowers, based on declining oil prices and asset and collateral values, which may continue to increase Heartland’s provision for credit losses and net charge-offs; civil unrest in the communities that Heartland serves; levels of unemployment in the subsidiary banks’ lending areas; real estate market values in the subsidiary banks’ lending areas; future natural disasters and increases to flood insurance premiums; the effects of past and any ~~statement~~future terrorist threats and attacks, acts of war or threats thereof; the level of prepayments on loans and mortgage-backed securities; legislative/regulatory changes affecting banking, taxes, securities, insurance and monetary and financial matters; monetary and fiscal policies of the U.S. Government including policies of the United States Department of the Treasury and the Federal Reserve; the quality or composition of Heartland’s loan or investment portfolios; demand for loan products and financial services, deposit flows and competition in ~~light~~Heartland’s market areas; changes in accounting principles and guidelines; the timely development and acceptance of ~~new information or future events.~~products and services, including products and services offered through alternative delivery channels such as the Internet; Heartland’s ability to implement technological changes as anticipated and to develop and maintain secure and reliable electronic delivery systems; Heartland’s ability to retain key executives and employees and the ability of Heartland and its subsidiaries to successfully consummate acquisitions and integrate acquired operations.

The COVID-19 pandemic is adversely affecting Heartland and its customers, counterparties, employees and third-party service providers. The pandemic’s severity, its duration and the extent of its impact on Heartland’s business, financial condition, results of operations, liquidity and prospects remain uncertain. The deterioration in general business and economic conditions and turbulence in domestic or global financial markets caused by the COVID-19 pandemic have negatively affected Heartland’s net income, total equity and book value per common share, and continued economic deterioration could adversely affect the value of its assets and liabilities, reduce the availability of funding to Heartland, lead to a tightening of credit and increase stock price volatility. Some economists and investment banks believe that a recession or depression may result from the continued spread of COVID-19 and the economic consequences.

Additionally, all statements in this Quarterly Report on Form 10-Q, 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.

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. The estimates and judgments that management believes have the most effect on Heartland's reported financial position and results of operations are described as critical accounting policies in Heartland's Annual Report on Form 10-K for the year ended December 31, 2019. There have been no significant changes in the critical accounting policies or the assumptions and judgments utilized in applying these policies since December 31, 2019 other than those in Note 1, "Basis of Presentation," of the consolidated financial statements included in this Quarterly Report on Form 10-Q related to Heartland's adoption of CECL.

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 Quarterly Report on Form 10-Q, Heartland has eleven banking subsidiaries with 114 locations in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. Heartland's primary objectives are to increase profitability and diversify its market area and asset base by expanding through acquisitions and to grow organically by increasing its customer base in the markets it serves.

Heartland's 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, net gains on sale of loans held for sale, and income on bank owned life insurance also affects Heartland's results of operations. Heartland's principal operating expenses, aside from interest expense, consist of the provision for credit losses, salaries and employee benefits, occupancy and equipment costs, professional fees, advertising, core deposit and customer relationship intangibles amortization and other real estate and loan collection expenses.

~~Net~~Heartland reported the following results for the three months ended June 30, 2020:

•net income available to common stockholders for the quarter ended ~~March 31,~~June 30, 2020, was ~~$20.0~~$30.1 million, or ~~$0.54~~$0.82 per diluted common share, compared to ~~$31.5~~$45.2 million, or ~~$0.91~~$1.26 per diluted common share, for the quarter ended ~~March 31,~~June 30, 2019.

•

~~Excluding~~excluding tax-effected provision for credit losses of $21.2 million and tax-effected acquisition, integration and restructuring costs ~~(tax-effected),~~of $532,000, adjusted net income available to common stockholders (non-GAAP) was ~~$38.1~~$51.8 million, or ~~$1.03~~$1.40 of adjusted earnings per diluted common share (non-GAAP) for the ~~first~~second quarter of 2020, compared to ~~$35.6~~$49.8 million (non-GAAP), or ~~$1.03 per~~$1.39 of adjusted earnings per diluted common share (non-GAAP), for the ~~first~~second quarter of ~~2019. Return~~2019, which excluded tax-effected provision for credit losses of $3.9 million and tax-effected acquisition, integration and restructuring costs of $734,000.

•return on average common equity was ~~4.98%~~7.69% and return on average assets was ~~0.61%~~0.84% for the ~~first~~second quarter of 2020, compared to ~~9.56%~~12.56% and ~~1.13%~~1.55%, respectively, for the same quarter in 2019. ~~Return~~

•return on average tangible common equity (non-GAAP) ~~was 8.00%~~of 11.97% and adjusted return on average tangible common equity (non-GAAP) ~~was 14.46%~~of 20.02% for the ~~first~~second quarter of 2020 compared to ~~15.24%~~19.52% and ~~17.11%~~21.41%, respectively, for the ~~first~~second quarter of 2019.

Heartland reported the following results for the six months ended June 30, 2020:

•net income available to common stockholders of $50.2 million or $1.36 per diluted common share, for the six months ended June 30, 2020, compared to $76.7 million or $2.17 per diluted common share for the six months ended June 30, 2019.

•excluding tax-effected provision for credit losses of $38.2 million and tax-effected acquisition, integration and restructuring costs of $1.6 million, adjusted net income available to common stockholders (non-GAAP) was $90.0 million, or $2.44 of adjusted earnings per diluted common share (non-GAAP) for the six months ended June 30, 2020, compared to $85.4 million (non-GAAP), or $2.42 of adjusted earnings per diluted common share (non-GAAP), for the six months ended June 30, 2019, which excluded $5.2 million of tax-effected provision for credit losses and $3.6 million of tax-effected acquisition, integration and restructuring costs.

•return on average common equity was 6.32% and return on average assets was 0.73% for the first six months of 2020, compared to 11.13% and 1.35%, respectively, for the same period in 2019.

•return on average tangible common equity (non-GAAP) of 9.95% and adjusted return on average tangible common equity (non-GAAP) of 17.19% for the six months ended June 30, 2020, compared to 17.49% and 19.37%, respectively, for the six months ended June 30, 2019.

For the second quarter and first ~~quarter~~six months of 2020, Heartland's net interest margin was 3.81% ~~(3.84%~~(3.85% on a fully tax-equivalent ~~basis) compared~~basis, non-GAAP), which compares to ~~4.12% (4.18%~~4.06% (4.10% on a fully tax-equivalent ~~basis)~~basis, non-GAAP) and 4.09% (4.14% on a fully-tax equivalent basis, non-GAAP) for the second quarter and first six months of 2019, respectively.

The efficiency ratio was 55.75% for the second quarter of 2020 compared to 64.13% for the same quarter ~~in 2019, and the~~of 2019. The efficiency ratio was ~~61.82% and 64.93%~~58.64% for the first ~~quarter~~six months of 2020 ~~and 2019, respectively.~~compared to 64.52% for the first six months of 2019.

Total assets of Heartland were ~~$13.29~~$15.03 billion at ~~March 31,~~June 30, 2020, an increase of ~~$84.9 million~~$1.82 billion or 1%14% since year-end 2019. Securities represented ~~27%~~28% of total assets at ~~March 31,~~June 30, 2020, and 26% of total assets at December 31, 2019. Total loans held to

maturity were $9.25 billion at June 30, 2020 compared to $8.37 billion at ~~both March 31, 2020, and~~ December 31, ~~2019.~~2019, which was an increase of $878.9 million or 11%.

Total deposits were ~~$11.17~~$12.71 billion as of ~~March 31,~~June 30, 2020, compared to $11.04 billion at year-end 2019, an increase of ~~$129.7 million~~$1.66 billion or 1%15%.

Total equity was ~~$1.55~~$1.75 billion at ~~March 31,~~June 30, 2020, compared to $1.58 billion at year-end 2019. Book value per common share was ~~$42.21~~$44.42 at ~~March 31,~~June 30, 2020, compared to $43.00 at year-end 2019. Heartland's unrealized ~~loss~~gain on securities available for sale, net of applicable taxes, was ~~$21.2~~$37.6 million at ~~March 31,~~June 30, 2020, compared to an unrealized gain of $969,000, net of applicable taxes, at December 31, 2019.

Refer to "Non-GAAP Financial Measures" for additional information on the usage and presentation of the foregoing non-GAAP measures, and refer to the financial tables under "Financial Highlights" for the reconciliations to the most directly comparable GAAP measures.

COVID-19

In March 2020, the outbreak of the novel Coronavirus Disease 2019 ("COVID-19") was recognized as a pandemic by the World Health Organization. The spread of COVID-19 has created a global public health crisis that has resulted in unprecedented uncertainty, volatility and disruption in financial markets and in governmental, commercial and consumer activity in the United States, as well as globally. Governmental responses to the pandemic have included orders closing businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid decreases in commercial and consumer activity, temporary closures of many businesses, which have led to a loss of revenues and a rapid increase in unemployment, material decreases in commodity prices and business valuations, disruptions in global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, emergency response legislation and an expectation that the Federal Reserve will maintain a low interest rate environment for the foreseeable future.

In the first quarter of 2020, Heartland implemented and continues to operate under its pandemic management plan to ~~protect employees~~assure workplace and ~~enable~~employee safety and business ~~continuity while providing relief~~resiliency. Relief and support provided to customers and communities facing challenges from the impacts of COVID-19 ~~which~~ included the ~~following:~~following measures:

•~~enabled approximately 2/3rds of~~ employees towho can work from home ~~and canceled~~ continue to do so, while those who come into bank locations are on rotating teams to limit potential exposure;

•all in-person events and large meetings are canceled and have transitioned to virtual meetings;

•expanded ~~paid~~ time off program and enhanced health care coverage for COVID-19 related testing and ~~treatments;~~treatments, and

•implemented and extended a 20% wage premium for certain customer-facing and call center ~~employees;~~

•~~closed most bank lobbies and implemented drive-through only for in-person transactions;~~

•~~established alternating weekly staffing schedule for in-branch employees to limit potential cross-infection;~~

•announced a series of relief programs for consumers and small business customers, which include waiving account maintenance fees, ATM fees and early redemption penalties on CDs, and deferrals on loan payments;employees.

•provided direct Small Business Administration ("SBA") guaranteed loans to customers via its participation in the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") Paycheck Protection Program ("PPP"); by originating $1.2 billion of PPP loans;

•participated in the CARES Act SBA loan payment and deferral program for existing SBA loans; and

•contributed $1.2 million to support non-profit organizations in communities served by Heartland and its subsidiary banks.

The continued economic disruption resulting from the COVID-19 pandemic will make it difficult for some customers to repay the principal and interest on their loans, and Heartland's subsidiary banks have ~~started~~been working with customers to modify the terms of certain existing loans. The following table shows the total ~~exposure, which includes~~ loans ~~outstanding and unfunded loan commitments~~exposure as of June 30, 2020, and March 31, 2020, to customer segment profiles that Heartland believes will be more heavily ~~impacted~~impact by COVID-19, dollars in thousands:

Industry
Total Exposure⁽¹⁾
% of Gross Exposure⁽¹⁾
Lodging $ 498,596 4.47 %
Multi-family properties 436,931 3.92
Retail real estate 408,506 3.66
Retail trade 367,764 3.30
Restaurants and bars 247,239 2.22
Nursing homes/assisted living 126,267 1.13
Oil and gas 56,302 0.50
Childcare facilities 48,455 0.43
Gaming 34,790 0.31
(1) Total loans outstanding and unfunded commitments


	As of June 30, 2020						As of March 31, 2020
Industry	Total Exposure⁽¹⁾		% of Gross Exposure⁽¹⁾		Total Exposure⁽¹⁾		% of Gross Exposure⁽¹⁾
Lodging	$	490,475	4.38	%	$	498,596	4.47	%
Multi-family properties	474,610		4.24		436,931		3.92
Retail trade	407,030		3.64		367,727		3.30
Retail properties	369,782		3.31		408,506		3.66
Restaurants and bars	255,701		2.29		247,239		2.22
Nursing homes/assisted living	130,103		1.16		126,267		1.13
Oil and gas	63,973		0.57		56,302		0.50
Childcare facilities	44,968		0.40		48,455		0.43
Gaming	34,618		0.31		34,790		0.31
Total	$	2,271,260	20.30	%	$	2,224,813	19.94	%

(1) Total loans outstanding, excluding PPP loans, and unfunded commitments

As of ~~May 1,~~June 30, 2020, loan modifications have been made on approximately ~~$696.2 million~~$1.10 billion of loans in Heartland's portfolio. In accordance with interagency guidance issued in March 2020, these modifications are not considered troubled debt restructurings. Approximately ~~67%~~58% of these modifications are interest only for 90 days, and the remainder are primarily principal and interest deferments for 90 days. The original loan modifications will be expiring throughout the third quarter, and Heartland expects that the majority will be returning to full payment status. However, it is likely that some of the modifications will be extended for an additional 90 days in order to ~~increase in~~provide the ~~near term. In accordance with interagency guidance issued in March 2020, these modifications are not considered troubled debt restructurings.~~necessary support for certain COVID-19 impacted customers.

Through ~~early May~~June 30, 2020, Heartland's subsidiary banks ~~received SBA approval for~~funded approximately ~~4,600~~4,800 PPP loans, totaling ~~$1.18~~$1.20 billion. As of June 30, 2020, deferred fees totaling $35.3 million were recorded associated with the PPP loans, of which $3.7 million was recognized in income during the second quarter of 2020.

At June 30, 2020, Heartland had $1.12 billion of PPP loans outstanding, which ~~approximately 4,400 or $1.16 billion have been closed and funded.~~was net of $31.6 million of deferred fees. Under the CARES Act, PPP loans are 100% SBA guaranteed and borrowers may be eligible to have an amount up to the entire principal balance forgiven and paid by the SBA. PPP loans also carry a zero risk rating for regulatory capital purposes and the Federal Reserve has made available a liquidity facility to facilitate funding of PPP loans held by banks. ~~Under current program rules, Heartland’s subsidiary banks are eligible to receive an estimated $35.1 million of fees based on PPP loans processed through early May 2020.~~

As of ~~early May~~June 30, 2020, approximately ~~$213.7~~$211.8 million in principal amount of existing SBA loans were eligible to participate in the SBA loan payment and deferral program, pursuant to which the SBA will pay the borrower’s principal, interest and fees for a period of six months.

COVID-19 Risks and Uncertainties

The spread of the pandemic has caused significant disruptions in the U.S. economy, including disruption of banking and other financial activity in the areas in which Heartland operates. While there has been no material impact to Heartland to date, COVID-19 could also potentially create widespread business continuity issues.

Government authorities, including the United States Congress, the President, and the Federal Reserve, have taken several actions designed to cushion the economic fallout from COVID-19. ~~Most notably,~~

•In early March 2020, the ~~Coronavirus Aid, Relief~~Federal Reserve reduced the target range of its overnight funds rate to near zero, and ~~Economic Security (the "CARES Act")~~in June 2020, stated its intention to maintain this target rate through 2022, which will continue to negatively impact Heartland’s net interest margin.

•The CARES Act was signed into law at the end of March 2020. The CARES Act provides ~~$2 trillion in~~ funding to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry ~~sectors.~~ sectors through the PPP and other programs.

•In ~~addition to~~April 2020, the ~~general impact of COVID-19, certain provisions of the CARES Act,~~Federal Reserve provided additional funding sources for small and mid-sized businesses as well as ~~other recent legislative~~for state and ~~regulatory relief efforts, could have a material impact on Heartland's results of operations.~~local governments as they work through cash flow stresses caused by the COVID-19 pandemic.

Heartland's business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates further or is unsuccessful, Heartland could experience a material adverse effect on its business, financial condition, results of operations and cash flows. The full extent of the impact of the COVID-19 pandemic, and resulting measures to curtail its spread, will depend on future developments which are highly uncertain, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or

mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among other future developments. Potentially material effects on Heartland’s business are discussed below.

Interest Income, Net Interest Margin and Fee Income

Heartland's interest income may be reduced due to lower interest rates, more loan modifications, delinquent interest payments, and related credit losses, resulting from the economic impact of COVID-19. During the ~~three~~six months ended ~~March 31,~~June 30, 2020, Heartland significantly increased its allowance for credit losses. The allowance for credit losses is increased through provisions for credit losses which are deducted from net interest income on Heartland’s consolidated statements of income. In keeping with guidance from regulators, Heartland is actively working with COVID-19 affected borrowers to defer their payments, interest, and fees. While interest and fees will still accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments occur, interest income and fees accrued would need to be reversed. In such a scenario, interest income and net interest margin could be negatively impacted in future periods.

However, any reduction in interest income could be offset by additional interest and fee income earned on PPP loans. The interest rate on the PPP loans is 1%, and under current program rules, Heartland’s subsidiary banks are eligible to receive an estimated $35.1 million of fees based on PPP loans processed as of May 5, 2020. At this time, Heartland is unable to project the impact of interest deferrals and interest earned on PPP loans on Heartland's net interest margin ~~in future periods.~~

Heartland's fee income could be reduced due to COVID-19. In keeping with guidance from regulators, Heartland is actively working with COVID-19 affected customers to waive fees from a variety of sources, as previously described. At this time, Heartland believes that these reductions in fees are temporary in nature. However, Heartland is unable to project the materiality of the impact to fee income in future periods.

Capital and Liquidity

While Heartland believes that it has sufficient capital to withstand an extended economic recession brought about by COVID-19, its regulatory capital ratios could be adversely impacted by further credit losses. Heartland relies on cash on hand as well as dividends from its subsidiary banks to service its debt. If Heartland's capital deteriorates such that its subsidiary banks are unable to pay dividends to Heartland for an extended period of time, it may not be able to service its ~~debt.~~debt or pay dividends on its preferred or common stock.

Heartland maintains access to multiple sources of liquidity and ~~future~~expanded its borrowing capacity at the Federal Reserve Discount Window from two subsidiary banks to all subsidiary banks. Future access to these sources may be adversely impacted by the economic disruption of the COVID-19 pandemic. Wholesale funding markets have remained open, but rates for short term funding have recently been volatile. If funding costs are elevated for an extended period of time, it could have an adverse effect on Heartland's net interest margin. If an extended recession causes large numbers of deposit customers to withdraw their funds, Heartland might become more reliant on volatile or more expensive sources of funding.

Asset Valuation

Currently, Heartland does not expect COVID-19 to affect its ability to account for the assets on its balance sheet on a timely basis; however, this ability could change in future periods. While certain valuation assumptions and judgments will change to account for pandemic-related circumstances such as widening credit spreads, Heartland does not anticipate significant changes in the methodology used to determine the fair value of assets measured in accordance with GAAP.

The ~~COVID-19 pandemic and its lingering effects could cause a further and~~ sustained decline in Heartland's stock price, ~~or the occurrence of what~~which management ~~would deem~~deemed to be a triggering event, ~~that could, under certain circumstances, cause~~caused management to perform impairment testing on its goodwill ~~or core deposit and customer relationships intangibles~~in the second quarter of 2020. Management concluded that ~~could result in an impairment charge being recorded for that period. In~~none of the ~~event that Heartland concludes that all or a portion~~goodwill at any of its goodwill or core deposit and customer relationship intangibles is impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. However, such a charge would have no impact on tangible capital or regulatory capital.Heartland's reporting units was impaired.

Processes, Controls and Business Continuity Plan

As previously discussed, Heartland has invoked and continues to operate under its pandemic management plan that includes a remote working strategy. Heartland does not anticipate incurring additional material costs related to its continued deployment of the remote working strategy. No material unmitigated operational or internal control challenges or risks have been identified to date. Heartland does not anticipate significant challenges in maintaining systems and controls due to its continued business resiliency and measures taken to manage employee and workplace safety. Heartland monitors the resiliency of its critical services providers and does not anticipate significant business disruptions at this time. Heartland does not currently face any material resource constraints through the implementation of its business continuity plans.

Credit

As a result of the current economic environment caused by the COVID-19 pandemic, Heartland is engaging in more frequent communication with borrowers to better understand their creditworthiness and the challenges faced. These communications should allow Heartland to respond proactively as borrower needs and issues arise. The fiscal stimulus and relief programs have been an effective mitigant to credit losses in the near term; however, once these programs have run their course, the Heartland

may experience changes in the value of collateral securing outstanding loans, deterioration in the credit quality of borrowers, and the inability of borrowers to repay loans in accordance with their loan terms causing credit losses. Should economic conditions worsen, Heartland could be required to further increase its allowance for credit losses and record additional credit loss expense. It is likely that Heartland's asset quality measures could worsen during future measurement periods if the effects of the COVID-19 pandemic are prolonged.

Stock Price Volatility

Capital market disruptions from the COVID-19 pandemic could cause a further and sustained decline in the price of Heartland’s common stock.

RECENT DEVELOPMENTS

Adoption of ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)"

On January 1, 2020, Heartland adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)," commonly referred to as "CECL." The impact of Heartland's adoption of CECL on January 1, 2020 ("Day 1") resulted in the following:

•an increase of $12.1 million to the allowance for credit losses related to loans, which included a reclassification of $6.0 million of purchased credit impaired loan discount on previously acquired loans, and a cumulative-effect adjustment to retained earnings totaling $4.6 million, net of taxes of $1.5 million;

•an increase of $13.6 million to the allowance for unfunded commitments and a cumulative-effect adjustment to retained earnings totaling $10.2 million, net of taxes of $3.4 million, and

•established an allowance for credit losses for Heartland's held to maturity debt securities of $158,000 and a cumulative-effect adjustment to retained earnings totaling $118,000, net of taxes of $40,000.

The allowance calculation under CECL is an expected loss model, which encompasses expected losses over the life of the loan and held to maturity securities portfolios, including expected losses due to changes in economic conditions and forecasts, such as those caused by the COVID-19 pandemic. Heartland recorded $21.5 million and $26.8 million of provision for credit losses in the first quarter and second quarter of 2020, respectively, primarily due to a deteriorating economic outlook resulting in an increase in expected credit losses. For more information, see "Provision for Credit Losses" and "Allowance for Credit Losses" below.

Entered into a Definitive Merger Agreement with 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. In the transaction, all issued and outstanding shares of AIM Bancshares stock will be exchanged for shares of Heartland common stock and cash. Shareholders of AIM Bancshares will receive 207.0 shares of Heartland common stock and $685.00 of cash for each share of AIM Bancshares. The transaction value will change due to fluctuations in the price of Heartland common stock and is subject to certain potential adjustments as set forth in the merger agreement. Simultaneous with the closing of the transaction, AimBank will merge with and into Heartland's Lubbock, Texas-based subsidiary, First Bank and Trust. ~~The transaction is expected to close in~~Heartland and AIM Bancshares, Inc. are currently reviewing the ~~third quarter~~corporate structure and terms of ~~2020 with a systems conversion planned for~~ the ~~fourth quarter of 2020.~~transaction. As of ~~March 31,~~June 30, 2020, AimBank had total assets of approximately ~~$1.82~~$1.95 billion, which included ~~$1.16~~$1.19 billion of gross loans outstanding, and approximately ~~$1.58~~$1.69 billion of deposits.

Entered into a Purchase and Assumption Agreement with Johnson Financial Group, Inc.

On June 9, 2020, Arizona Bank & Trust (“AB&T”), a wholly-owned subsidiary of Heartland headquartered in Phoenix, Arizona, entered into a purchase and assumption agreement, pursuant to which AB&T will acquire certain assets and will assume substantially all of the deposits and certain other liabilities of Johnson Bank’s Arizona operations, which includes four banking centers. Johnson Bank is a wholly-owned subsidiary of Johnson Financial Group, Inc. headquartered in Racine, Wisconsin. Johnson Insurance Services is not a part of this transaction.

Issued $115.0 Million of Preferred Equity

FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data) Three Months Ended
March 31,
2020 2019
STATEMENT OF INCOME DATA
Interest income $ 131,049 $ 120,721
Interest expense 18,538 17,766
Net interest income 112,511 102,955
Provision for credit losses 21,520 1,635
Net interest income after provision for credit losses 90,991 101,320
Noninterest income 25,817 26,717
Noninterest expenses 90,859 88,230
Income taxes 5,909 8,310
Net income available to common stockholders $ 20,040 $ 31,497
Key Performance Ratios
Annualized return on average assets 0.61 % 1.13 %
Annualized return on average common equity (GAAP) 4.98 % 9.56 %
Annualized return on average tangible common equity (non-GAAP)⁽¹⁾
8.00 % 15.24 %
Annualized adjusted return on average tangible common equity (non-GAAP)⁽¹⁾
14.46 % 17.11 %
Annualized ratio of net charge-offs to average loans 0.24 % 0.05 %
Annualized net interest margin (GAAP) 3.81 % 4.12 %
Annualized net interest margin, fully tax-equivalent (non-GAAP)⁽¹⁾
3.84 % 4.18 %
Efficiency ratio, fully tax-equivalent (non-GAAP)⁽¹⁾
61.82 % 64.93 %
(1) Refer to "Non-GAAP Measures" in this Quarterly Report on Form 10-Q 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.
corporate purposes, which may include organic and acquired growth, financing investments, capital expenditures, investments in wholly-owned subsidiaries as regulatory capital and repayment of debt.


FINANCIAL HIGHLIGHTS
(Dollars in thousands, except per share data)	Three Months Ended June 30,									Six Months Ended June 30,
	2020			2019			2020			2019
STATEMENT OF INCOME DATA
Interest income	$	133,765		$	127,003		$	264,814		$	247,724
Interest expense	9,619			20,295			28,157			38,061
Net interest income	124,146			106,708			236,657			209,663
Provision for credit losses	26,796			4,918			48,316			6,553
Net interest income after provision for credit losses	97,350			101,790			188,341			203,110
Noninterest income	30,637			32,061			56,454			58,778
Noninterest expenses	90,439			75,098			181,298			163,328
Income taxes	7,417			13,584			13,326			21,894



Net income available to common stockholders	$	30,131		$	45,169		$	50,171		$	76,666

Key Performance Ratios
Annualized return on average assets	0.84		%	1.55		%	0.73		%	1.35		%
Annualized return on average common equity (GAAP)	7.69			12.56			6.32			11.13
Annualized return on average tangible common equity (non-GAAP)⁽¹⁾	11.97			19.52			9.95			17.49
Annualized adjusted return on average tangible common equity (non-GAAP)⁽¹⁾	20.02			21.41			17.19			19.37
Annualized ratio of net charge-offs to average loans	0.11			0.19			0.17			0.12
Annualized net interest margin (GAAP)	3.81			4.06			3.81			4.09
Annualized net interest margin, fully tax-equivalent (non-GAAP)⁽¹⁾	3.85			4.10			3.85			4.14
Efficiency ratio, fully tax-equivalent (non-GAAP)⁽¹⁾	55.75			64.13			58.64		��	64.52


Dollars in thousands, expect per share data	Dollars in thousands, expect per share data	As Of and For the Quarter Ended																												Dollars in thousands, expect per share data	As Of and For the Quarter Ended
		3/31/2020			12/31/2019			9/30/2019			6/30/2019			3/31/2019				6/30/2020			3/31/2020			12/31/2019			9/30/2019				6/30/2019
BALANCE SHEET DATA	BALANCE SHEET DATA																BALANCE SHEET DATA
Investments	Investments	$	3,615,866		$	3,435,441		$	3,137,575		$	2,681,419		$	2,516,055		Investments	$	4,252,832		$	3,615,866		$	3,435,441		$	3,137,575			$	2,681,419
Loans held for sale	Loans held for sale	22,957			26,748			35,427			34,575			69,716			Loans held for sale	54,382			22,957			26,748			35,427				34,575
Total net loans receivable held to maturity		8,374,236			8,367,917			7,971,608			7,853,051			7,331,544
Loans receivable held to maturity																	Loans receivable held to maturity	9,246,830			8,374,236			8,367,917			7,971,608				7,853,051
Allowance for credit losses	Allowance for credit losses	97,350			70,395			66,222			63,850			62,639			Allowance for credit losses	119,937			97,350			70,395			66,222				63,850
Total assets	Total assets	13,294,509			13,209,597			12,569,262			12,160,290			11,312,495			Total assets	15,026,153			13,294,509			13,209,597			12,569,262				12,160,290
Total deposits⁽¹⁾	Total deposits⁽¹⁾	11,174,025			11,044,331			10,469,856			10,108,557			9,352,942			Total deposits⁽¹⁾	12,708,699			11,174,025			11,044,331			10,469,856				10,108,557
Long-term obligations	Long-term obligations	276,150			275,773			278,417			282,863			268,312			Long-term obligations	306,459			276,150			275,773			278,417				282,863

Common equity	Common equity	1,553,714			1,578,137			1,563,843			1,521,787			1,372,102			Common equity	1,636,672			1,553,714			1,578,137			1,563,843				1,521,787

Common Share Data	Common Share Data																Common Share Data
Book value per common share (GAAP)	Book value per common share (GAAP)	$	42.21		$	43.00		$	42.62		$	41.48		$	39.65		Book value per common share (GAAP)	$	44.42		$	42.21		$	43.00		$	42.62			$	41.48
Tangible book value per common share (non-GAAP)⁽²⁾⁽¹⁾	Tangible book value per common share (non-GAAP)⁽²⁾⁽¹⁾	$	28.84		$	29.51		$	29.62		$	28.40		$	27.04		Tangible book value per common share (non-GAAP)⁽²⁾⁽¹⁾	$	31.14		$	28.84		$	29.51		$	29.62			$	28.40

Common shares outstanding, net of treasury stock	Common shares outstanding, net of treasury stock	36,807,217			36,704,278			36,696,190			36,690,061			34,603,611			Common shares outstanding, net of treasury stock	36,844,744			36,807,217			36,704,278			36,696,190				36,690,061
Tangible common equity ratio (non-GAAP)⁽²⁾⁽¹⁾	Tangible common equity ratio (non-GAAP)⁽²⁾⁽¹⁾	8.29		%	8.52		%	8.99		%	8.92		%	8.60		%	Tangible common equity ratio (non-GAAP)⁽²⁾⁽¹⁾	7.89		%	8.29		%	8.52		%	8.99		%		8.92		%

(1) Excludes deposits held for sale.
(2) Refer to "Non-GAAP Measures" 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.
(1) Refer to "Non-GAAP Financial Measures" 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.																	(1) Refer to "Non-GAAP Financial Measures" 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.

NON-GAAP RECONCILIATIONS

(Dollars in thousands, except per share data)


		As Of and For the Quarter Ended																												As Of and For the Quarter Ended
		3/31/2020			12/31/2019			9/30/2019			6/30/2019			3/31/2019				6/30/2020			3/31/2020			12/31/2019			9/30/2019			6/30/2019
Reconciliation of Annualized Return on Average Tangible Common Equity (non-GAAP)	Reconciliation of Annualized Return on Average Tangible Common Equity (non-GAAP)																Reconciliation of Annualized Return on Average Tangible Common Equity (non-GAAP)
Net income available to common stockholders (GAAP)	Net income available to common stockholders (GAAP)	$	20,040		$	37,851		$	34,612		$	45,169		$	31,497		Net income available to common stockholders (GAAP)	$	30,131		$	20,040		$	37,851		$	34,612		$	45,169
Plus core deposit and customer relationship intangibles amortization, net of tax⁽¹⁾	Plus core deposit and customer relationship intangibles amortization, net of tax⁽¹⁾	2,355			2,305			2,291			2,617			2,245			Plus core deposit and customer relationship intangibles amortization, net of tax⁽¹⁾	2,130			2,355			2,305			2,291			2,617
Net income excluding intangible amortization (non-GAAP)	Net income excluding intangible amortization (non-GAAP)	$	22,395		$	40,156		$	36,903		$	47,786		$	33,742		Net income excluding intangible amortization (non-GAAP)	$	32,261		$	22,395		$	40,156		$	36,903		$	47,786

Average common equity (GAAP)	Average common equity (GAAP)	$	1,619,682		$	1,570,258		$	1,541,369		$	1,442,388		$	1,336,250		Average common equity (GAAP)	$	1,574,902		$	1,619,682		$	1,570,258		$	1,541,369		$	1,442,388
Less average goodwill	Less average goodwill	446,345			433,374			427,097			410,642			391,668			Less average goodwill	446,345			446,345			433,374			427,097			410,642		��
Less average core deposit and customer relationship intangibles, net	Less average core deposit and customer relationship intangibles, net	47,632			49,389			51,704			49,868			46,490			Less average core deposit and customer relationship intangibles, net	44,723			47,632			49,389			51,704			49,868
Average tangible common equity (non-GAAP)	Average tangible common equity (non-GAAP)	$	1,125,705		$	1,087,495		$	1,062,568		$	981,878		$	898,092		Average tangible common equity (non-GAAP)	$	1,083,834		$	1,125,705		$	1,087,495		$	1,062,568		$	981,878
Annualized return on average common equity (GAAP)	Annualized return on average common equity (GAAP)	4.98		%	9.56		%	8.91		%	12.56		%	9.56		%	Annualized return on average common equity (GAAP)	7.69		%	4.98		%	9.56		%	8.91		%	12.56		%
Annualized return on average tangible common equity (non-GAAP)	Annualized return on average tangible common equity (non-GAAP)	8.00		%	14.65		%	13.78		%	19.52		%	15.24		%	Annualized return on average tangible common equity (non-GAAP)	11.97		%	8.00		%	14.65		%	13.78		%	19.52		%

Reconciliation of Annualized Net Interest Margin, Fully Tax-Equivalent (non-GAAP)	Reconciliation of Annualized Net Interest Margin, Fully Tax-Equivalent (non-GAAP)																Reconciliation of Annualized Net Interest Margin, Fully Tax-Equivalent (non-GAAP)
Net Interest Income (GAAP)	Net Interest Income (GAAP)	$	112,511		$	112,745		$	111,321		$	106,708		$	102,955		Net Interest Income (GAAP)	$	124,146		$	112,511		$	112,745		$	111,321		$	106,708
Plus tax-equivalent adjustment⁽¹⁾	Plus tax-equivalent adjustment⁽¹⁾	1,131			1,109			1,140			1,268			1,412			Plus tax-equivalent adjustment⁽¹⁾	1,416			1,131			1,109			1,140			1,268
Net interest income, fully tax-equivalent (non-GAAP)	Net interest income, fully tax-equivalent (non-GAAP)	$	113,642		$	113,854		$	112,461		$	107,976		$	104,367		Net interest income, fully tax-equivalent (non-GAAP)	$	125,562		$	113,642		$	113,854		$	112,461		$	107,976

Average earning assets	Average earning assets	$	11,891,455		$	11,580,295		$	11,102,581		$	10,552,166		$	10,129,957		Average earning assets	$	13,103,159		$	11,891,455		$	11,580,295		$	11,102,581		$	10,552,166

Annualized net interest margin (GAAP)	Annualized net interest margin (GAAP)	3.81		%	3.86		%	3.98		%	4.06		%	4.12		%	Annualized net interest margin (GAAP)	3.81		%	3.81		%	3.86		%	3.98		%	4.06		%
Annualized net interest margin, fully tax-equivalent (non-GAAP)	Annualized net interest margin, fully tax-equivalent (non-GAAP)	3.84		%	3.90		%	4.02		%	4.10		%	4.18		%	Annualized net interest margin, fully tax-equivalent (non-GAAP)	3.85			3.84			3.90			4.02			4.10
Purchase accounting discount	Purchase accounting discount	0.09		%	0.17		%	0.23		%	0.18		%	0.16		%	Purchase accounting discount	0.16			0.09			0.17			0.23			0.18


		As Of and For the Quarter Ended																												As Of and For the Quarter Ended
		3/31/2020			12/31/2019			9/30/2019			6/30/2019			3/31/2019				6/30/2020			3/31/2020			12/31/2019			9/30/2019			6/30/2019
Reconciliation of Tangible Book Value Per Common Share (non-GAAP)	Reconciliation of Tangible Book Value Per Common Share (non-GAAP)																Reconciliation of Tangible Book Value Per Common Share (non-GAAP)
Common equity (GAAP)	Common equity (GAAP)	$	1,553,714		$	1,578,137		$	1,563,843		$	1,521,787		$	1,372,102		Common equity (GAAP)	$	1,636,672		$	1,553,714		$	1,578,137		$	1,563,843		$	1,521,787
Less goodwill	Less goodwill	446,345			446,345			427,097			427,097			391,668			Less goodwill	446,345			446,345			446,345			427,097			427,097
Less core deposit and customer relationship intangibles, net	Less core deposit and customer relationship intangibles, net	45,707			48,688			49,819			52,718			44,637			Less core deposit and customer relationship intangibles, net	43,011			45,707			48,688			49,819			52,718
Tangible common equity (non-GAAP)	Tangible common equity (non-GAAP)	$	1,061,662		$	1,083,104		$	1,086,927		$	1,041,972		$	935,797		Tangible common equity (non-GAAP)	$	1,147,316		$	1,061,662		$	1,083,104		$	1,086,927		$	1,041,972

Common shares outstanding, net of treasury stock	Common shares outstanding, net of treasury stock	36,807,217			36,704,278			36,696,190			36,690,061			34,603,611			Common shares outstanding, net of treasury stock	36,844,744			36,807,217			36,704,278			36,696,190			36,690,061
Common equity (book value) per share (GAAP)	Common equity (book value) per share (GAAP)	$	42.21		$	43.00		$	42.62		$	41.48		$	39.65		Common equity (book value) per share (GAAP)	$	44.42		$	42.21		$	43.00		$	42.62		$	41.48
Tangible book value per common share (non-GAAP)	Tangible book value per common share (non-GAAP)	$	28.84		$	29.51		$	29.62		$	28.40		$	27.04		Tangible book value per common share (non-GAAP)	$	31.14		$	28.84		$	29.51		$	29.62		$	28.40

Reconciliation of Tangible Common Equity Ratio (non-GAAP)	Reconciliation of Tangible Common Equity Ratio (non-GAAP)																Reconciliation of Tangible Common Equity Ratio (non-GAAP)
Tangible common equity (non-GAAP)	Tangible common equity (non-GAAP)	$	1,061,662		$	1,083,104		$	1,086,927		$	1,041,972		$	935,797		Tangible common equity (non-GAAP)	$	1,147,316		$	1,061,662		$	1,083,104		$	1,086,927		$	1,041,972

Total assets (GAAP)	Total assets (GAAP)	$	13,294,509		$	13,209,597		$	12,569,262		$	12,160,290		$	11,312,495		Total assets (GAAP)	$	15,026,153		$	13,294,509		$	13,209,597		$	12,569,262		$	12,160,290
Less goodwill	Less goodwill	446,345			446,345			427,097			427,097			391,668			Less goodwill	446,345			446,345			446,345			427,097			427,097
Less core deposit and customer relationship intangibles, net	Less core deposit and customer relationship intangibles, net	45,707			48,688			49,819			52,718			44,637			Less core deposit and customer relationship intangibles, net	43,011			45,707			48,688			49,819			52,718
Total tangible assets (non-GAAP)	Total tangible assets (non-GAAP)	$	12,802,457		$	12,714,564		$	12,092,346		$	11,680,475		$	10,876,190		Total tangible assets (non-GAAP)	$	14,536,797		$	12,802,457		$	12,714,564		$	12,092,346		$	11,680,475
Tangible common equity ratio (non-GAAP)	Tangible common equity ratio (non-GAAP)	8.29		%	8.52		%	8.99		%	8.92		%	8.60		%	Tangible common equity ratio (non-GAAP)	7.89		%	8.29		%	8.52		%	8.99		%	8.92		%

(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.	(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.																														(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.


Reconciliation of Efficiency Ratio (non-GAAP)	Reconciliation of Efficiency Ratio (non-GAAP)	For the Quarter Ended																																Reconciliation of Efficiency Ratio (non-GAAP)	For the Quarter Ended
					3/31/2020				12/31/2019				9/30/2019				6/30/2019				3/31/2019		Reconciliation of Efficiency Ratio (non-GAAP)		6/30/2020			3/31/2020			12/31/2019				9/30/2019			6/30/2019
Net interest income (GAAP)	Net interest income (GAAP)	$	112,511			$	112,745			$	111,321			$	106,708			$	102,955		Net interest income (GAAP)	$			$	112,511		$	112,745		$	111,321			$	106,708
Tax-equivalent adjustment⁽¹⁾	Tax-equivalent adjustment⁽¹⁾	1,131				1,109				1,140				1,268				1,412			Tax-equivalent adjustment⁽¹⁾	1,416			1,131			1,109			1,140				1,268
Fully tax-equivalent net interest income	Fully tax-equivalent net interest income	113,642				113,854				112,461				107,976				104,367			Fully tax-equivalent net interest income	125,562			113,642			113,854			112,461				107,976
Noninterest income	Noninterest income	25,817				28,030				29,400				32,061				26,717			Noninterest income	30,637			25,817			28,030			29,400				32,061
Securities gains, net	Securities gains, net	(1,658)				(491)				(2,013)				(3,580)				(1,575)			Securities gains, net	(2,006)			(1,658)			(491)			(2,013)				(3,580)
Unrealized (gain)/loss on equity securities, net	Unrealized (gain)/loss on equity securities, net	231				(11)				(144)				(112)				(258)			Unrealized (gain)/loss on equity securities, net	(680)			231			(11)			(144)				(112)
Gain on extinguishment of debt	Gain on extinguishment of debt	—				—				(375)				—				—			Gain on extinguishment of debt	—			—			—			(375)				—
Valuation adjustment on servicing rights	Valuation adjustment on servicing rights	1,565				(668)				626				364				589			Valuation adjustment on servicing rights	(9)			1,565			(668)			626				364
Adjusted revenue (non-GAAP)	Adjusted revenue (non-GAAP)	$	139,597			$	140,714			$	139,955			$	136,709			$	129,840		Adjusted revenue (non-GAAP)	$	153,504		$	139,597		$	140,714		$	139,955			$	136,709

Total noninterest expenses (GAAP)	Total noninterest expenses (GAAP)	$	90,859			$	92,866			$	92,967			$	75,098			$	88,230		Total noninterest expenses (GAAP)	$	90,439		$	90,859		$	92,866		$	92,967			$	75,098
Less:	Less:																				Less:
Core deposit and customer relationship intangibles amortization	Core deposit and customer relationship intangibles amortization	2,981				2,918				2,899				3,313				2,842			Core deposit and customer relationship intangibles amortization	2,696			2,981			2,918			2,899				3,313
Partnership investment in tax credit projects	Partnership investment in tax credit projects	184				3,038				3,052				1,465				475			Partnership investment in tax credit projects	791			184			3,038			3,052				1,465
(Gain)/loss on sales/valuation of assets, net	(Gain)/loss on sales/valuation of assets, net	16				1,512				356				(18,286)				(3,004)			(Gain)/loss on sales/valuation of assets, net	701			16			1,512			356				(18,286)
Acquisition, integration and restructuring costs	Acquisition, integration and restructuring costs	1,376				537				1,500				929				3,614			Acquisition, integration and restructuring costs	673			1,376			537			1,500				929
Adjusted noninterest expenses (non-GAAP)	Adjusted noninterest expenses (non-GAAP)	$	86,302			$	84,861			$	85,160			$	87,677			$	84,303		Adjusted noninterest expenses (non-GAAP)	$	85,578		$	86,302		$	84,861		$	85,160			$	87,677
Efficiency ratio, fully tax-equivalent (non-GAAP)	Efficiency ratio, fully tax-equivalent (non-GAAP)	61.82		%		60.31		%		60.85		%		64.13		%		64.93		%	Efficiency ratio, fully tax-equivalent (non-GAAP)	55.75		%	61.82		%	60.31		%	60.85		%		64.13		%

Acquisition, integration and restructuring costs	Acquisition, integration and restructuring costs																				Acquisition, integration and restructuring costs
Salaries and employee benefits	Salaries and employee benefits	$	44			$	—			$	100			$	100			$	616		Salaries and employee benefits	$	122		$	44		$	—		$	100			$	100
Occupancy	Occupancy	—				11				—				10				1,194			Occupancy	—			—			11			—				10
Furniture and equipment	Furniture and equipment	24				7				(4)				84				—			Furniture and equipment	15			24			7			(4)				84
Professional fees	Professional fees	996				462				855				624				424			Professional fees	505			996			462			855				624
Advertising	Advertising	89				31				115				52				5			Advertising	4			89			31			115				52
(Gain)/loss on sales/valuations of assets, net	(Gain)/loss on sales/valuations of assets, net	—				—				—				—				1,003			(Gain)/loss on sales/valuations of assets, net	—			—			—			—				—
Other noninterest expenses	Other noninterest expenses	223				26				434				59				372			Other noninterest expenses	27			223			26			434				59
Total acquisition, integration and restructuring costs	Total acquisition, integration and restructuring costs	$	1,376			$	537			$	1,500			$	929			$	3,614		Total acquisition, integration and restructuring costs	$	673		$	1,376		$	537		$	1,500			$	929
After tax impact on diluted earnings per share⁽¹⁾	After tax impact on diluted earnings per share⁽¹⁾	$	0.03			$	0.01			$	0.03			$	0.02			$	0.08		After tax impact on diluted earnings per share⁽¹⁾	$	0.01		$	0.03		$	0.01		$	0.03			$	0.02

Reconciliation of Adjusted Net Income and Adjusted Diluted EPS (non-GAAP)	Reconciliation of Adjusted Net Income and Adjusted Diluted EPS (non-GAAP)																				Reconciliation of Adjusted Net Income and Adjusted Diluted EPS (non-GAAP)
Net income (GAAP)	Net income (GAAP)	$	20,040			$	37,851			$	34,612			$	45,169			$	31,497		Net income (GAAP)	$	30,131		$	20,040		$	37,851		$	34,612			$	45,169
Provision for credit losses⁽¹⁾	Provision for credit losses⁽¹⁾	17,001				3,873				4,109				3,885				1,292			Provision for credit losses⁽¹⁾	21,169			17,001			3,873			4,109				3,885
Acquisition, integration and restructuring costs⁽¹⁾	Acquisition, integration and restructuring costs⁽¹⁾	1,087				424				1,185				734				2,855			Acquisition, integration and restructuring costs⁽¹⁾	532			1,087			424			1,185				734
Adjusted net income (non-GAAP)	Adjusted net income (non-GAAP)	$	38,128			$	42,148			$	39,906			$	49,788			$	35,644		Adjusted net income (non-GAAP)	$	51,832		$	38,128		$	42,148		$	39,906			$	49,788
Diluted earnings per share (GAAP)	Diluted earnings per share (GAAP)	$	0.54			$	1.03			$	0.94			$	1.26			$	0.91		Diluted earnings per share (GAAP)	$	0.82		$	0.54		$	1.03		$	0.94			$	1.26
Adjusted diluted earnings per share (non-GAAP)	Adjusted diluted earnings per share (non-GAAP)	$	1.03			$	1.14			$	1.08			$	1.39			$	1.03		Adjusted diluted earnings per share (non-GAAP)	$	1.40		$	1.03		$	1.14		$	1.08			$	1.39

Reconciliation of Annualized Adjusted Return on Average Tangible Common Equity (non-GAAP)	Reconciliation of Annualized Adjusted Return on Average Tangible Common Equity (non-GAAP)																				Reconciliation of Annualized Adjusted Return on Average Tangible Common Equity (non-GAAP)
Adjusted net income (non-GAAP)	Adjusted net income (non-GAAP)	$	38,128			$	42,148			$	39,906			$	49,788			$	35,644		Adjusted net income (non-GAAP)	$	51,832		$	38,128		$	42,148		$	39,906			$	49,788
Plus core deposit and customer relationship intangibles amortization, net of tax⁽¹⁾	Plus core deposit and customer relationship intangibles amortization, net of tax⁽¹⁾	2,355				2,305				2,291				2,617				2,245			Plus core deposit and customer relationship intangibles amortization, net of tax⁽¹⁾	2,130			2,355			2,305			2,291				2,617
Adjusted net income excluding intangible amortization (non-GAAP)	Adjusted net income excluding intangible amortization (non-GAAP)	$	40,483			$	44,453			$	42,197			$	52,405			$	37,889		Adjusted net income excluding intangible amortization (non-GAAP)	$	53,962		$	40,483		$	44,453		$	42,197			$	52,405
Average tangible common equity (non-GAAP)	Average tangible common equity (non-GAAP)	$	1,125,705			$	1,087,495			$	1,062,568			$	981,878			$	898,092		Average tangible common equity (non-GAAP)	$	1,083,834		$	1,125,705		$	1,087,495		$	1,062,568			$	981,878
Annualized adjusted return on average tangible common equity (non-GAAP)	Annualized adjusted return on average tangible common equity (non-GAAP)	14.46		%		16.22		%		15.76		%		21.41		%		17.11		%	Annualized adjusted return on average tangible common equity (non-GAAP)	20.02		%	14.46		%	16.22		%	15.76		%		21.41		%

(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.	(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.																																			(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.


HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)
DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
	For the Quarter Ended June 30,									For the Six Months Ended June 30,
	2020			2019			2020			2019
Reconciliation of Annualized Return on Average Tangible Common Equity (non-GAAP)
Net income (GAAP)	$	30,131		$	45,169		$	50,171		$	76,666
Plus core deposit and customer relationship intangibles amortization, net of tax⁽¹⁾	2,130			2,617			4,485			4,862
Net income excluding intangible amortization (non-GAAP)	$	32,261		$	47,786		$	54,656		$	81,528

Average common equity (GAAP)	$	1,574,902		$	1,442,388		$	1,597,292		$	1,389,612
Less average goodwill	446,345			410,642			446,345			401,207
Less average core deposit and customer relationship intangibles, net	44,723			49,868			46,177			48,188
Average tangible common equity (non-GAAP)	$	1,083,834		$	981,878		$	1,104,770		$	940,217
Annualized return on average common equity (GAAP)	7.69		%	12.56		%	6.32		%	11.13		%
Annualized return on average tangible common equity (non-GAAP)	11.97		%	19.52		%	9.95		%	17.49		%

Reconciliation of Annualized Net Interest Margin, Fully Tax-Equivalent (non-GAAP)
Net Interest Income (GAAP)	$	124,146		$	106,708		$	236,657		$	209,663
Plus tax-equivalent adjustment⁽¹⁾	1,416			1,268			2,547			2,680
Net interest income, fully tax-equivalent (non-GAAP)	$	125,562		$	107,976		$	239,204		$	212,343

Average earning assets	$	13,103,159		$	10,552,166		$	12,497,307		$	10,342,229

Annualized net interest margin (GAAP)	3.81		%	4.06		%	3.81		%	4.09		%
Annualized net interest margin, fully tax-equivalent (non-GAAP)	3.85			4.10			3.85			4.14
Purchase accounting discount amortization on loans included in annualized net interest margin	0.16			0.18			0.10			0.17

(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.


HEARTLAND FINANCIAL USA, INC.
CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)
DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA
Reconciliation of Efficiency Ratio (non-GAAP)	For the Quarter Ended June 30,												For the Six Months Ended June 30,
				2020				2019				2020				2019
Net interest income (GAAP)	$	124,146			$	106,708			$	236,657			$	209,663
Tax-equivalent adjustment⁽¹⁾	1,416				1,268				2,547				2,680
Fully tax-equivalent net interest income	125,562				107,976				239,204				212,343
Noninterest income	30,637				32,061				56,454				58,778
Securities gains, net	(2,006)				(3,580)				(3,664)				(5,155)
Unrealized (gain)/loss on equity securities, net	(680)				(112)				(449)				(370)

Valuation adjustment on servicing rights	(9)				364				1,556				953
Adjusted revenue (non-GAAP)	$	153,504			$	136,709			$	293,101			$	266,549

Total noninterest expenses (GAAP)	$	90,439			$	75,098			$	181,298			$	163,328
Less:
Core deposit and customer relationship intangibles amortization	2,696				3,313				5,677				6,155
Partnership investment in tax credit projects	791				1,465				975				1,940
(Gain)/loss on sales/valuation of assets, net	701				(18,286)				717				(21,290)
Acquisition, integration and restructuring costs	673				929				2,049				4,543
Adjusted noninterest expenses (non-GAAP)	$	85,578			$	87,677			$	171,880			$	171,980
Efficiency ratio, fully tax-equivalent (non-GAAP)	55.75		%		64.13		%		58.64		%		64.52		%

Acquisition, integration and restructuring costs
Salaries and employee benefits	$	122			$	100			$	166			$	716
Occupancy	—				10				—				1,204
Furniture and equipment	15				84				39				84
Professional fees	505				624				1,501				1,048
Advertising	4				52				93				57
(Gain)/loss on sales/valuations of assets, net	—				—				—				1,003
Other noninterest expenses	27				59				250				431
Total acquisition, integration and restructuring costs	$	673			$	929			$	2,049			$	4,543
After tax impact on diluted earnings per share⁽¹⁾	$	0.01			$	0.02			$	0.04			$	0.10

Reconciliation of Adjusted Net Income and Adjusted Diluted EPS (non-GAAP)
Net income (GAAP)	$	30,131			$	45,169			$	50,171			$	76,666
Provision for credit losses⁽¹⁾	21,169				3,885				38,170				5,177
Acquisition, integration and restructuring costs⁽¹⁾	532				734				1,619				3,589
Adjusted net income (non-GAAP)	$	51,832			$	49,788			$	89,960			$	85,432
Diluted earnings per share (GAAP)	$	0.82			$	1.26			$	1.36			$	2.17
Adjusted diluted earnings per share (non-GAAP)	$	1.40			$	1.39			$	2.44			$	2.42

Reconciliation of Annualized Adjusted Return on Average Tangible Common Equity (non-GAAP)
Adjusted net income (non-GAAP)	$	51,832			$	49,788			$	89,960			$	85,432
Plus core deposit and customer relationship intangibles amortization, net of tax⁽¹⁾	2,130				2,617				4,485				4,862
Adjusted net income excluding intangible amortization (non-GAAP)	$	53,962			$	52,405			$	94,445			$	90,294
Average tangible common equity (non-GAAP)	$	1,083,834			$	981,878			$	1,104,770			$	940,217
Annualized adjusted return on average tangible common equity (non-GAAP)	20.02		%		21.41		%		17.19		%		19.37		%

(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.

Non-GAAP Financial Measures

This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, 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 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 use of equity, 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 the reconciliation.

•Tangible book value per common share is total common 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 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 financial condition and capital strength.

•Adjusted net income and adjusted diluted earnings per share exclude tax-effected provision for credit losses and acquisition, integration and restructuring costs. Management believes the presentation of these non-GAAP measures are useful to compare net income and earnings per share results excluding the variability of credit loss provisions and acquisition, integration and restructuring costs.

•Annualized ~~adjusted~~ return on average tangible common equity is ~~adjusted~~ net income excluding intangible amortization calculated as (1) net income excluding ~~(A) tax-effected provision for credit losses, (B) tax-effected acquisition, integration and restructuring costs and (C)~~ tax-effected core deposit and customer relationship intangibles amortization, divided by (2) average common 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 use of equity, financial condition and capital strength.

•Adjusted net income, adjusted return on average tangible common equity and adjusted diluted earnings per share exclude tax-effected provision for credit losses and acquisition, integration and restructuring costs. Management believes the presentation of these non-GAAP measures are useful to compare net income, return on average tangible common equity and earnings per share results excluding the variability of credit loss provisions and acquisition, integration and restructuring costs.

RESULTS OF OPERATIONS

Net Interest Margin and Net Interest Income

Heartland's success in maintaining competitive net interest margin has been the result of an increase in average earning assets and a favorable deposit mix for the quarters ended ~~March 31,~~June 30, 2020 and 2019 and the six-month periods ended June 30, 2020 and 2019. Also contributing to Heartland's ability to maintain its net interest margin has been the amortization of purchase accounting discounts associated with acquisitions completed by Heartland. Growth in interest income on a tax-equivalent basis was largely due to the increase in average earning assets primarily from recent ~~acquisitions. Increases~~acquisitions and loan growth, including PPP loans. Decreases in total interest expense were aprimarily the result of ~~increases in average interest bearing liabilities from acquired and organic growth, which were partially offset by~~ declining interest rates. See "Analysis of Average Balances, Tax-Equivalent Yields and Rates" for information relating to Heartland's net interest income on a fully tax-equivalent basis, which is not defined by GAAP. Refer to the ~~financial highlights~~"Financial Highlights" above for a reconciliation of annualized net interest margin on a fully tax-equivalent basis to GAAP.

For the Quarters ended June 30, 2020 and 2019

Net interest margin, expressed as a percentage of average earning assets, was 3.81% ~~(3.84%~~(3.85% on a fully tax-equivalent ~~basis)~~basis, non-GAAP) during the ~~first~~second quarter of 2020, compared to ~~4.12% (4.18%~~4.06% (4.10% on a fully tax-equivalent ~~basis)~~basis, non-GAAP) during the ~~first~~second quarter of 2019. Excluding the impact of the PPP loans, Heartland's net interest margin on a fully tax-equivalent basis (non-GAAP) for the second quarter of 2020 was 3.95%. For the ~~first~~second quarter of 2020, Heartland's net interest margin included 916 basis points of purchase accounting discount amortization on loans compared to 1618 basis points in the same quarter of 2019.

Total interest income for the ~~first~~second quarter of 2020 was ~~$131.0~~$133.8 million, an increase of ~~$10.3~~$6.8 million or 9%5%, compared to ~~$120.7~~$127.0 million recorded in the ~~first~~second quarter of 2019. The tax-equivalent adjustments for income taxes saved on the interest earned on nontaxable securities and loans were ~~$1.1~~$1.4 million for the ~~first~~second quarter of 2020 and ~~$1.4~~$1.3 million for the ~~first~~second quarter of 2019. With these adjustments, total interest income on a tax-equivalent basis was ~~$132.2~~$135.2 million for the ~~first~~second quarter of 2020, an increase of ~~$10.0~~$6.9 million or 8%5%, compared to ~~$122.1~~$128.3 million for the ~~first~~second quarter of 2019.

Average earning assets increased ~~$1.76~~$2.55 billion or ~~17%~~24% to ~~$11.89~~$13.10 billion from ~~$10.13~~$10.55 billion in the ~~first~~second quarter of 2019, which was primarily attributable to recent ~~acquisitions.~~acquisitions and loan growth, including PPP loans. The average interest rate on earning assets decreased 4273 basis points to ~~4.47%~~4.15% for the ~~first~~second quarter of 2020 compared to ~~4.89%~~4.88% for the same quarter in 2019, which was primarily due to recent decreases in market interest ~~rates.~~rates and the lower yield on PPP loans, which was 2.64% for the second quarter of 2020.

Total interest expense for the ~~first~~second quarter of 2020 was ~~$18.5~~$9.6 million, ~~an increase~~a decrease of ~~$772,000~~$10.7 million or 4%53% from ~~$17.8~~$20.3 million in the ~~first~~second quarter of 2019, which was the result of an increase in average interest bearing liabilities partially offset by declining interest rates. The average interest rate paid on Heartland's interest bearing deposits decreased ~~by 8~~67 basis points to ~~0.79%~~0.32% for the ~~first~~second quarter of 2020 compared to ~~0.87%~~0.99% for the ~~first~~second quarter of 2019. The average interest rate paid on savings deposits was ~~0.65%~~0.14% during the ~~first~~second quarter of 2020 compared to ~~0.80%~~0.89% for the ~~first~~second quarter of 2019, and the average interest rate paid on time deposits was ~~1.58%~~1.38% for the ~~first~~second quarter of 2020 compared to ~~1.23%~~1.49% for the ~~first~~second quarter of 2019. The average interest rate paid on Heartland's borrowings was ~~3.81%~~3.80% for the ~~first~~second quarter of 2020 compared to ~~3.96%~~4.52% in the ~~first~~second quarter of 2019.

For the quarter ended ~~March 31,~~June 30, 2020, average interest bearing liabilities were ~~$7.84~~$8.16 billion, an increase of ~~$1.22~~$1.28 billion or ~~18%~~19%, from ~~$6.62~~$6.87 billion for the quarter ended ~~March 31,~~June 30, 2019. Average interest bearing deposits increased ~~$1.27~~$1.28 billion or ~~21%~~20% to ~~$7.42~~$7.79 billion for the quarter ended ~~March 31,~~June 30, 2020, from ~~$6.16~~$6.50 billion in the same quarter in 2019, ~~as a result of acquired~~which was primarily attributable to recent acquisitions and ~~organic~~deposit growth. Average borrowings decreased ~~$48.4 million~~$389,000 or ~~10%~~less than 1% to ~~$417.8~~$368.9 million during the ~~first~~second quarter of 2020 from ~~$466.2~~$369.3 million during the same quarter in 2019.

Net interest income increased ~~$9.6~~$17.4 million or 9%16% to ~~$112.5~~$124.1 million in the ~~first~~second quarter of 2020 from ~~$103.0~~$106.7 million in the ~~first~~second quarter of 2019. After the tax-equivalent adjustment discussed above, net interest income on a tax-equivalent basis totaled ~~$113.6~~$125.6 million during the ~~first~~second quarter of 2020, an increase of ~~$9.3~~$17.6 million or 9%16% from ~~$104.4~~$108.0 million during the second quarter of 2019.

For the Six Months ended June 30, 2020 and 2019

Net interest margin, expressed as a percentage of average earning assets, was 3.81% (3.85% on a fully tax-equivalent basis, non-GAAP) during the first six months of 2020, compared to 4.09% (4.14% on a fully tax-equivalent basis, non-GAAP) during the first six months of 2019. Excluding the impact of the PPP loans, Heartland's net interest margin on a fully tax-equivalent basis (non-GAAP) for the first six months of 2020 was 3.90%. For the six months ended June 30, 2020, Heartland's net interest margin included 10 basis points of purchase accounting discount amortization on loans compared to 17 basis points in the same period of 2019.

Total interest income for the first six months of 2020 was $264.8 million, an increase of $17.1 million or 7%, compared to $247.7 million recorded in the second quarter of 2019. The tax-equivalent adjustments for income taxes saved on the interest earned on nontaxable securities and loans were $2.5 million for the first six months of 2020 and $2.7 million for the first six months of 2019. With these adjustments, total interest income on a tax-equivalent basis was $267.4 million for the first six months of 2020, an increase of $17.0 million or 7%, compared to $250.4 million for the same period of 2019.

Average earning assets increased $2.16 billion or 21% to $12.50 billion from $10.34 billion for the first six months of 2019, which was primarily attributable to recent acquisitions and loan growth, including PPP loans. The average interest rate on earning assets decreased 58 basis points to 4.30% for the six months ended June 30, 2020, compared to 4.88% for the same period in 2019, which was primarily due to recent decreases in market interest rates and the lower yield on PPP loans, which was 2.64% for the first six months of 2020.

Total interest expense for the six months ended June 30, 2020, was $28.2 million, a decrease of $9.9 million or 26% from $38.1 million for the same period of 2019, which was primarily the result of decreases in market interest rates. The average interest rate paid on Heartland's interest bearing deposits decreased 38 basis points to 0.55% for the six months ended June 30, 2020, compared to 0.93% for the same period of 2019. The average interest rate paid on savings deposits was 0.39% during the first six months of 2020 compared to 0.85% for the same period of 2019, and the average interest rate paid on time deposits was 1.48% for the first six months of 2020 compared to 1.37% for the first six months of 2019. The average interest rate paid on Heartland's borrowings was 3.80% and 4.21% for the first six months of 2020 and 2019, respectively.

Average interest bearing liabilities were $8.00 billion for the first six months of 2020, an increase of $1.25 billion or 19%, from $6.75 billion for the same period of 2019. Average interest bearing deposits increased $1.27 billion or 20% to $7.61 billion for the first six months of June 30, 2020, from $6.33 billion in the period in 2019, which was primarily attributable to recent acquisitions and deposit growth. Average borrowings decreased $24.1 million or 6% to $393.3 million during the first ~~quarter~~six months of 2020 from $417.5 million during the same period in 2019.

Net interest income increased $27.0 million or 13% to $236.7 million for the first six months of 2020 from $209.7 million in the same period of 2019. After the tax-equivalent adjustment discussed above, net interest income on a tax-equivalent basis totaled $239.2 million during the first six months of 2020, an increase of $26.9 million or 13% from $212.3 million during the same period of 2019.

Heartland attempts to manage its balance sheet to minimize the effect that a change in interest rates has on its net interest margin. Heartland plans to continue to work toward improving both its earning assets and funding mix through targeted organic growth strategies, which management believes will result in additional net interest income. Heartland produces and reviews simulations of various interest rate scenarios to assist in monitoring its exposure to interest rate risk. Based on these simulations, it is management's opinion that Heartland maintains a well-balanced and manageable interest rate posture. Item 3 of Part I of this Quarterly Report on Form 10-Q contains additional information about the results of Heartland's most recent net interest income simulations. Note 7 to the consolidated financial statements included in this Quarterly Report on Form 10-Q contains a detailed discussion of the derivative instruments Heartland has utilized to manage its interest rate risk.

The following tables set forth certain information relating to Heartland's average consolidated balance sheets and reflect the yield on average earning assets and the cost of average interest bearing liabilities for the periods indicated, in thousands. Such

yields and costs are calculated by dividing income or expense by the average balance of assets or liabilities. Average balances are derived from daily balances, and nonaccrual loans and loans held for sale are included in each respective loan category. Assets that receive favorable tax treatment are evaluated on a tax-equivalent basis assuming a federal income tax rate of 21%. Tax-favored 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 favored assets and dividing this amount by the average balance of the tax favorable assets.

ANALYSIS OF AVERAGE BALANCES, TAX EQUIVALENT YIELDS AND RATES ⁽¹⁾
For the Quarter Ended
March 31, 2020 December 31, 2019 March 31, 2019
Average
Balance Interest Rate Average
Balance Interest Rate Average
Balance Interest Rate
Earning Assets
Securities:
Taxable $ 3,132,103 $ 21,731 2.79 % $ 3,033,480 $ 22,581 2.95 % $ 2,169,016 $ 15,876 2.97 %
Nontaxable⁽¹⁾
288,535 2,763 3.85 271,792 2,661 3.88 391,724 3,915 4.05
Total securities 3,420,638 24,494 2.88 3,305,272 25,242 3.03 2,560,740 19,791 3.13
Interest on deposits with other banks and short-term investments 181,320 721 1.60 251,599 953 1.50 218,445 1,292 2.40
Federal funds sold — — — — — — 560 4 2.90
Loans:⁽²⁾⁽³⁾
Commercial and industrial⁽¹⁾
2,607,513 32,454 5.01 2,444,961 32,006 5.19 2,137,168 30,389 5.77
Owner occupied commercial real estate 1,433,160 18,581 5.21 1,416,338 19,241 5.39 1,262,567 17,531 5.63
Non-owner occupied commercial real estate 1,472,268 19,530 5.34 1,388,677 18,952 5.41 1,326,014 17,423 5.33
Real estate construction 1,045,836 12,845 4.94 1,003,797 13,645 5.39 825,634 11,871 5.83
Agricultural and agricultural real estate 552,968 7,039 5.12 566,419 7,314 5.12 566,878 7,203 5.15
Residential mortgage 819,730 10,421 5.11 830,277 10,454 5.00 880,825 10,286 4.74
Consumer 432,745 6,095 5.66 440,007 6,504 5.86 413,769 6,343 6.22
Less: allowance for loan losses (74,723) — — (67,052) — — (62,643) — —
Net loans 8,289,497 106,965 5.19 8,023,424 108,116 5.35 7,350,212 101,046 5.58
Total earning assets 11,891,455 132,180 4.47 % 11,580,295 134,311 4.60 % 10,129,957 122,133 4.89 %
Nonearning Assets 1,256,718 1,218,475 1,137,257
Total Assets $ 13,148,173 $ 12,798,770 $ 11,267,214
Interest Bearing Liabilities⁽⁴⁾
Savings $ 6,277,528 $ 10,082 0.65 % $ 5,986,007 $ 11,790 0.78 % $ 5,121,179 $ 10,083 0.80 %
Time deposits 1,146,619 4,500 1.58 1,135,025 4,611 1.61 1,034,744 3,130 1.23
Short-term borrowings 141,807 296 0.84 115,680 271 0.93 195,390 889 1.85
Other borrowings 275,987 3,660 5.33 276,989 3,785 5.42 270,836 3,664 5.49
Total interest bearing liabilities 7,841,941 18,538 0.95 % 7,513,701 20,457 1.08 % 6,622,149 17,766 1.09
Noninterest Bearing Liabilities⁽³⁾
Noninterest bearing deposits 3,547,046 3,583,611 3,200,281
Accrued interest and other liabilities 139,504 131,200 108,534
Total noninterest bearing liabilities 3,686,550 3,714,811 3,308,815
Common Equity 1,619,682 1,570,258 1,336,250
Total Liabilities and Common Equity $ 13,148,173 $ 12,798,770 $ 11,267,214
Net interest income, fully tax-equivalent (non-GAAP)⁽¹⁾
$ 113,642 $ 113,854 $ 104,367
Net interest spread⁽¹⁾
3.52 % 3.52 % 3.80 %
Net interest income, fully tax-equivalent (non-GAAP) to total earning assets 3.84 % 3.90 % 4.18 %
(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.
(2) Nonaccrual loans and loans held for sale are included in the average loans outstanding.
(3) In conjunction with the adoption of ASU 2016-13, Heartland reclassified loan balances to align more closely with FDIC codes. All prior period balances have been adjusted.
(4) Includes deposits held for sale.


ANALYSIS OF AVERAGE BALANCES, TAX EQUIVALENT YIELDS AND RATES ⁽¹⁾
(DOLLARS IN THOUSANDS)
	For the Quarter Ended
	June 30, 2020										March 31, 2020								June 30, 2019
	Average Balance		Interest		Rate		Average Balance		Interest		Rate		Average Balance		Interest		Rate
Earning Assets
Securities:
Taxable	$	3,375,245	$	23,362	2.78	%	$	3,132,103	$	21,731	2.79	%	$	2,217,863	$	16,123	2.92	%
Nontaxable⁽¹⁾	433,329		4,233		3.93		288,535		2,763		3.85		324,164		3,233		4.00
Total securities	3,808,574		27,595		2.91		3,420,638		24,494		2.88		2,542,027		19,356		3.05
Interest on deposits with other banks and short-term investments	210,347		54		0.10		181,320		721		1.60		424,262		2,299		2.17
Federal funds sold	—		—		—		—		—		—		—		—		—
Loans:⁽²⁾⁽³⁾
Commercial and industrial⁽¹⁾	2,453,066		30,759		5.04		2,607,513		32,454		5.01		2,436,443		31,991		5.27
PPP loans	916,405		6,017		2.64		—		—		—		—		—		—
Owner occupied commercial real estate	1,426,019		17,670		4.98		1,433,160		18,581		5.21		1,312,149		18,659		5.70
Non-owner occupied commercial real estate	1,540,958		19,055		4.97		1,472,268		19,530		5.34		1,134,298		17,683		6.25
Real estate construction	1,100,514		12,589		4.60		1,045,836		12,845		4.94		900,733		13,195		5.88
Agricultural and agricultural real estate	532,668		6,171		4.66		552,968		7,039		5.12		566,315		7,465		5.29
Residential mortgage	795,149		9,586		4.85		819,730		10,421		5.11		872,633		11,129		5.12
Consumer	422,134		5,685		5.42		432,745		6,095		5.66		425,991		6,494		6.11
Less: allowance for loan losses	(102,675)		—		—		(74,723)		—		—		(62,685)		—		—
Net loans	9,084,238		107,532		4.76		8,289,497		106,965		5.19		7,585,877		106,616		5.64
Total earning assets	13,103,159		135,181		4.15	%	11,891,455		132,180		4.47	%	10,552,166		128,271		4.88	%
Nonearning Assets	1,288,697						1,256,718						1,156,372
Total Assets	$	14,391,856					$	13,148,173					$	11,708,538
Interest Bearing Liabilities
Savings	$	6,690,504	$	2,372	0.14	%	$	6,277,528	$	10,082	0.65	%	$	5,360,355	$	11,895	0.89	%
Time deposits	1,096,386		3,762		1.38		1,146,619		4,500		1.58		1,142,842		4,243		1.49
Short-term borrowings	82,200		61		0.30		141,807		296		0.84		92,977		338		1.46
Other borrowings	286,663		3,424		4.80		275,987		3,660		5.33		276,275		3,819		5.54
Total interest bearing liabilities	8,155,753		9,619		0.47	%	7,841,941		18,538		0.95	%	6,872,449		20,295		1.18
Noninterest Bearing Liabilities
Noninterest bearing deposits	4,501,488						3,547,046						3,287,559
Accrued interest and other liabilities	153,618						139,504						106,142
Total noninterest bearing liabilities	4,655,106						3,686,550						3,393,701
Equity	1,580,997						1,619,682						1,442,388
Total Liabilities and Equity	$	14,391,856					$	13,148,173					$	11,708,538
Net interest income, fully tax-equivalent (non-GAAP)⁽⁴⁾			$	125,562					$	113,642					$	107,976
Net interest spread⁽¹⁾					3.68	%					3.52	%					3.70	%
Net interest income, fully tax-equivalent to total earning assets (non-GAAP)⁽⁴⁾					3.85	%					3.84	%					4.10	%










(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.
(2) Nonaccrual loans and loans held for sale are included in the average loans outstanding.
(3) In conjunction with the adoption of ASU 2016-13, Heartland reclassified loan balances to align more closely with FDIC codes. All prior period balances have been adjusted.
(4) Refer to "Non-GAAP Financial Measures" for additional information on the usage and presentation of these non-GAAP measures, and refer to the financial tables under "Financial Highlights" for the reconciliations to the most directly comparable GAAP measures.


ANALYSIS OF AVERAGE BALANCES, TAX EQUIVALENT YIELDS AND RATES ⁽¹⁾
DOLLARS IN THOUSANDS

	For the Six Months Ended
	June 30, 2020												June 30, 2019
	Average Balance			Interest		Rate		Average Balance			Interest		Rate
Earning Assets
Securities:
Taxable	$	3,253,675		$	45,093	2.79	%	$	2,193,576		$	31,999	2.94	%
Nontaxable⁽¹⁾	360,932			6,996		3.90		357,757			7,148		4.03
Total securities	3,614,607			52,089		2.90		2,551,333			39,147		3.09
Interest bearing deposits with other banks and other short-term investments	195,833			775		0.80		321,922			3,591		2.25
Federal funds sold	—			—		—		278			4		2.90
Loans:⁽²⁾⁽³⁾
Commercial and industrial⁽¹⁾	2,530,349			63,213		5.02		2,381,953			62,380		5.28
PPP loans	458,202			6,017		2.64		—			—		—
Owner occupied commercial real estate	1,429,560			36,251		5.10		1,285,930			36,190		5.68
Non-owner occupied commercial real estate	1,506,583			38,585		5.15		1,130,756			35,106		6.26
Real estate construction	1,073,175			25,434		4.77		866,548			25,066		5.83
Agricultural and agricultural real estate	542,818			13,210		4.89		567,330			14,668		5.21
Residential mortgage	807,440			20,007		4.98		878,691			21,415		4.91
Consumer	427,439			11,780		5.54		420,152			12,837		6.16

Less: allowance for loan losses	(88,699)			—		—		(62,664)			—		—
Net loans	8,686,867			214,497		4.97		7,468,696			207,662		5.61
Total earning assets	12,497,307			267,361		4.30	%	10,342,229			250,404		4.88	%
Nonearning Assets	1,272,708							1,146,866
Total Assets	$	13,770,015						$	11,489,095
Interest Bearing Liabilities
Savings	$	6,484,016		$	12,454	0.39	%	$	5,241,428		$	21,978	0.85	%
Time deposits	1,121,502			8,262		1.48		1,089,091			7,373		1.37
Short-term borrowings	112,004			357		0.64		143,901			1,227		1.72
Other borrowings	281,325			7,084		5.06		273,570			7,483		5.52
Total interest bearing liabilities	7,998,847			28,157		0.71	%	6,747,990			38,061		1.14	%
Noninterest Bearing Liabilities
Noninterest bearing deposits	4,024,267							3,244,161
Accrued interest and other liabilities	146,561							107,332
Total noninterest bearing liabilities	4,170,828							3,351,493
Stockholders' Equity	1,600,340							1,389,612
Total Liabilities and Stockholders' Equity	$	13,770,015						$	11,489,095
Net interest income, fully tax-equivalent (non-GAAP)⁽⁴⁾				$	239,204						$	212,343
Net interest spread⁽¹⁾						3.59	%						3.74	%
Net interest income, fully tax-equivalent (non-GAAP) to total earning assets⁽⁴⁾						3.85	%						4.14	%
Interest bearing liabilities to earning assets	64.00		%					65.25		%




(1) Computed on a tax-equivalent basis using an effective tax rate of 21%.
(2) Nonaccrual loans and loans held for sale are included in the average loans outstanding.
(3) In conjunction with the adoption of ASU 2016-13, Heartland reclassified loan balances to more closely align with FDIC codes. All prior period balances have been adjusted.
(4) Refer to "Non-GAAP Financial Measures" for additional information on the usage and presentation of these non-GAAP measures, and refer to the financial tables under "Financial Highlights" for the reconciliations to the most directly comparable GAAP measures.

Provision For Credit Losses

The allowance for credit losses is established through provision expense to provide, in Heartland management's opinion, an appropriate allowance for credit losses. The following table shows the components of Heartland's provision for credit losses for the three and six months ended ~~March 31,~~June 30, 2020 and 2019, in thousands:

Three Months Ended March 31,
2020 2019
Provision for credit losses-loans $ 19,865 $ 1,635
Provision for credit losses-unfunded commitments⁽¹⁾
1,616 —
Provision for credit losses-held to maturity securities⁽²⁾
39 —
Total provision expense $ 21,520 $ 1,635
(1) Prior to the adoption of ASU 2016-13, the provision for unfunded commitments was immaterial, and therefore prior periods are not presented.
(2) Prior to the adoption of ASU 2016-13, there was no requirement to record provision for credit losses for held to maturity securities.


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Provision for credit losses-loans	$	25,007	$	4,918	$	44,872	$	6,553
Provision for credit losses-unfunded commitments⁽¹⁾	1,924		—		3,540		—
Provision for credit losses-held to maturity securities⁽²⁾	(135)		—		(96)		—
Total provision expense	$	26,796	$	4,918	$	48,316	$	6,553

(1) Prior to the adoption of ASU 2016-13, the provision for unfunded commitments was immaterial, and therefore prior periods are not presented.
(2) Prior to the adoption of ASU 2016-13, there was no requirement to record provision for credit losses for held to maturity securities.

~~The provision~~Provision for credit losses on loans ~~was~~totaled $25.0 million for the second quarter of 2020 compared to $19.9 million for the first quarter of 2020 and $4.9 million in the second quarter of 2019. Heartland recorded $11.6 million of provision expense for one owner-occupied commercial real estate sand fracking company relationship that was individually assessed for allowance for credit losses in the second quarter of 2020. For the first six months of 2020, the provision for credit losses on loans increased $38.3 million to $44.9 million compared to ~~$1.6~~$6.6 million for the first ~~quarter~~six months of 2019. The ~~increase in the first quarter of 2020 was primarily due to a~~continued deteriorating economic outlook ~~resulting in an increase in expected~~negatively impacted the provision for credit ~~losses.~~losses on loans for the quarter and the six months ended June 30, 2020.

Given the size of Heartland's loan portfolio, the level of organic loan growth, changes in credit quality and the variability that can occur in the factors, such as economic conditions, considered when determining the appropriateness of the allowance for credit losses, Heartland's provision for credit losses will vary from quarter to quarter. For additional details on the specific factors considered in establishing the allowance for credit losses, refer to the discussion of critical accounting policies set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations contained in Heartland's Annual Report on Form 10-K for the year ended December 31, 2019, the information in Note 1, "Basis of Presentation," to the consolidated financial statements included herein, "Allowance For Credit Losses" and "Provision for Credit Losses" in Item 2 of this Quarterly Report on Form 10-Q and Note 5, "Allowance for Credit Losses," to the consolidated financial statements included herein.

Heartland believes the allowance for credit losses as of ~~March 31,~~June 30, 2020, was at a level commensurate with the overall risk exposure of the loan portfolio. However, if current economic conditions resulting from COVID-19 continue or further deteriorate, 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 credit losses. Due to the deteriorating economic conditions resulting from the COVID-19 pandemic, Heartland expects the provision for credit losses to remain elevated.

Noninterest Income

The tables below show Heartland's noninterest income for the ~~three-month~~three- and six--month periods ended ~~March 31,~~June 30, 2020, and 2019, in thousands:


	Three Months Ended June 30,
	2020		2019		Change		% Change
Service charges and fees	$	10,972	$	14,629	$	(3,657)	(25)	%
Loan servicing income	379		1,338		(959)		(72)
Trust fees	4,977		4,825		152		3
Brokerage and insurance commissions	595		1,028		(433)		(42)
Securities gains, net	2,006		3,580		(1,574)		44
Unrealized gain on equity securities, net	680		112		568		507

Net gains on sale of loans held for sale	7,857		4,343		3,514		81
Valuation adjustment on servicing rights	9		(364)		373		(102)
Income on bank owned life insurance	1,167		888		279		31
Other noninterest income	1,995		1,682		313		19
Total noninterest income	$	30,637	$	32,061	$	(1,424)	(4)	%


		Three Months Ended March 31,													Six Months Ended June 30,
		2020		2019		Change		% Change			2020		2019		Change		% Change
Service charges and fees	Service charges and fees	$	12,021	$	12,794	$	(773)	(6)	%	Service charges and fees	$	22,993	$	27,423	$	(4,430)	(16)	%
Loan servicing income	Loan servicing income	963		1,729		(766)		(44)		Loan servicing income	1,342		3,067		(1,725)		(56)
Trust fees	Trust fees	5,022		4,474		548		12		Trust fees	9,999		9,299		700		8
Brokerage and insurance commissions	Brokerage and insurance commissions	733		734		(1)		—		Brokerage and insurance commissions	1,328		1,762		(434)		(25)
Securities gains, net	Securities gains, net	1,658		1,575		83		5		Securities gains, net	3,664		5,155		(1,491)		(29)
Unrealized gain/(loss) on equity securities, net		(231)		258		(489)		(190)
Unrealized gain on equity securities, net										Unrealized gain on equity securities, net	449		370		79		21

Net gains on sale of loans held for sale	Net gains on sale of loans held for sale	4,660		3,176		1,484		47		Net gains on sale of loans held for sale	12,517		7,519		4,998		66
Valuation adjustment on servicing rights	Valuation adjustment on servicing rights	(1,565)		(589)		(976)		166		Valuation adjustment on servicing rights	(1,556)		(953)		(603)		63
Income on bank owned life insurance	Income on bank owned life insurance	498		899		(401)		(45)		Income on bank owned life insurance	1,665		1,787		(122)		(7)
Other noninterest income	Other noninterest income	2,058		1,667		391		23		Other noninterest income	4,053		3,349		704		21
Total noninterest income	Total noninterest income	$	25,817	$	26,717	$	(900)	(3)	%	Total noninterest income	$	56,454	$	58,778	$	(2,324)	(4)	%

Total noninterest income totaled ~~$25.8~~$30.6 million during the ~~first~~second quarter of 2020 compared to ~~$26.7~~$32.1 million during the ~~first~~second quarter of 2019, a decrease of ~~$900,000~~$1.4 million or 3%4%. ~~The changes~~Total noninterest income totaled $56.5 million for the ~~quarter were primarily~~first six months of 2020 compared to $58.8 million for the ~~result~~first six months of ~~higher net gains on sale of loans held for sale,~~2019, which was ~~offset by lower service charges and fees, loan servicing income, and valuation adjustment on servicing rights.~~a decrease of $2.3 million or 4%.

Notable changes in noninterest income categories for the three- and six months ended June 30, 2020 and 2019 are as follows:

Service Charges and Fees

The following tables summarize the changes in service charges and fees for the ~~three-month~~three- and six--month periods ended ~~March 31,~~June 30, 2020, and 2019, in thousands:


		Three Months Ended March 31,											Three Months Ended June 30,
		2020		2019		Change		% Change			2020		2019		Change		% Change
Service charges and fees on deposit accounts	Service charges and fees on deposit accounts	$	3,438	$	2,977	$	461	15	%	Service charges and fees on deposit accounts	$	3,476	$	3,186	$	290	9	%
Overdraft fees	Overdraft fees	2,809		2,744		65		2		Overdraft fees	1,634		2,876		(1,242)		(43)
Customer service and other service fees	Customer service and other service fees	59		82		(23)		(28)		Customer service and other service fees	35		84		(49)		(58)
Credit card fee income	Credit card fee income	3,900		3,349		551		16		Credit card fee income	4,067		4,270		(203)		(5)
Debit card income	Debit card income	1,815		3,642		(1,827)		(50)		Debit card income	1,760		4,213		(2,453)		(58)

Total service charges and fees	Total service charges and fees	$	12,021	$	12,794	$	(773)	(6)	%	Total service charges and fees	$	10,972	$	14,629	$	(3,657)	(25)	%

											Six Months Ended June 30,
											2020		2019		Change		% Change
Service charges and fees on deposit accounts										Service charges and fees on deposit accounts	$	6,913	$	6,163	$	750	12	%
Overdraft fees										Overdraft fees	4,443		5,619		(1,176)		(21)
Customer service and other service fees										Customer service and other service fees	94		166		(72)		(43)
Credit card fee income										Credit card fee income	7,967		7,619		348		5
Debit card income										Debit card income	3,576		7,856		(4,280)		(54)

Total service charges and fees										Total service charges and fees	$	22,993	$	27,423	$	(4,430)	(16)	%

Total service charges and fees decreased ~~$773,000~~$3.7 million or 6%25% to ~~$12.0~~$11.0 million during the ~~first~~second quarter of 2020 compared to ~~$12.8~~$14.6 million during the ~~first~~second quarter of ~~2019, as increases in credit card fee income and~~2019. Total service ~~charges~~charge and fees ~~on deposit accounts~~decreased $4.4 million or 16% to $23.0 million for the six months ended June 30, 2020, compared to $27.4 million for the six months ended June 30, 2019. The decreases for the three- and six-month results were ~~offset by a decrease~~primarily attributable to decreases in overdraft fees and debit card ~~income.~~income

~~Service charges and~~Overdraft fees ~~on deposit accounts increased $461,000 or 15% to $3.4~~totaled $1.6 million for the ~~first~~second quarter of 2020 compared to ~~$3.0~~$2.9 million for the ~~first~~second quarter of ~~2019. Overdraft fees increased $65,000~~2019, which was a decrease of $1.2 million or ~~2% to $2.8 million for~~43%. For the ~~first quarter of~~six months ended June 30, 2020 ~~compared to $2.7 million for the first quarter of 2019. The increases in service charges~~ and ~~fees on deposit accounts and~~2019, overdraft fees ~~were~~totaled $4.4 million and $5.6 million, respectively, which was a decrease of $1.2 million or 21%. The decreases for both the three- and six-month periods was primarily attributable to ~~a larger demand deposit~~reduced customer ~~base, a portion of which is attributable~~activity due to the ~~acquisitions completed in 2019.~~

Fees associated with credit card services were $3.9 million during the first quarter of 2020 compared to $3.3 million during the first quarter of 2019, an increase of $551,000 or 16%. These increases resulted primarily from efforts to increase the level of commercial credit card services provided at Heartland's subsidiary banks, including at recently acquired banks. Heartland has

focused on expanding its card payment solutions for businesses. In particular, Heartland has introduced an expense management service that provides business customers the ability to more efficiently manage their card-based spending.COVID-19 pandemic.

Debit card income decreased ~~$1.8~~$2.5 million or ~~50%~~58% to $1.8 million for the ~~first~~second quarter of 2020 compared to ~~$3.6~~$4.2 million for the ~~first~~second quarter of 2019. For the six months ended June 30, 2020 and 2019, debit card income totaled $3.6 million and $7.9 million, respectively, which was a decrease of $4.3 million or 54%. The decrease was primarily attributable to reduced volume due to the COVID-19 pandemic and 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 ~~three-month~~three- and six--month periods ended ~~March 31,~~June 30, 2020, and 2019, in thousands:


											Three Months Ended June 30,
											2020		2019		Change		% Change

Commercial and agricultural loan servicing fees⁽¹⁾										Commercial and agricultural loan servicing fees⁽¹⁾	$	730	$	735	$	(5)	(1)		%
Residential mortgage servicing fees										Residential mortgage servicing fees	410		1,355		(945)		(70)
Mortgage servicing rights amortization										Mortgage servicing rights amortization	(761)		(752)		(9)		(1)
Total loan servicing income										Total loan servicing income	$	379	$	1,338	$	(959)	(72)		%

		Three Months Ended March 31,											Six Months Ended June 30,
		2020		2019		Change		% Change			2020		2019		Change		% Change
Commercial and agricultural loan servicing fees⁽¹⁾	Commercial and agricultural loan servicing fees⁽¹⁾	$	861	$	683	$	178	26	%	Commercial and agricultural loan servicing fees⁽¹⁾	$	1,591	$	1,496	$	95	6		%
Residential mortgage servicing fees	Residential mortgage servicing fees	409		2,546		(2,137)		(84)		Residential mortgage servicing fees	819		3,965		(3,146)		(79)
Mortgage servicing rights amortization	Mortgage servicing rights amortization	(307)		(1,500)		1,193		80		Mortgage servicing rights amortization	(1,068)		(2,394)		1,326		55
Total loan servicing income	Total loan servicing income	$	963	$	1,729	$	(766)	(44)	%	Total loan servicing income	$	1,342	$	3,067	$	(1,725)	(56)		%

(1) Includes servicing fees for commercial, commercial real estate, agricultural and agricultural real estate loans.	(1) Includes servicing fees for commercial, commercial real estate, agricultural and agricultural real estate loans.																	(1) Includes servicing fees for commercial, commercial real estate, agricultural and agricultural real estate loans.

Loan servicing income includes the fees collected for the servicing of commercial, agricultural, and mortgage loans, which are dependent upon the aggregate outstanding balances of these loans, rather than quarterly production and sale of these loans. Loan servicing income totaled ~~$963,000~~$379,000 during the ~~first~~second quarter of 2020 compared to ~~$1.7~~$1.3 million during the ~~first~~second quarter of 2019, a decrease of ~~$766,000~~$959,000 or ~~44%~~72%. For the six months ended June 30, 2020, loan servicing income totaled $1.3 million compared to $3.1 million for the six months ended June 30, 2019, which was a decrease of $1.7 million or 56%. The decrease was due to the sale of the mortgage servicing rights portfolio of Dubuque Bank and Trust Company and the increased mortgage servicing rights amortization due to increased mortgage loan refinancing activity in response to recent declines in mortgage interest rates. The sale of the mortgage servicing rights portfolio of Dubuque Bank and Trust Company, which occurred on April 30, ~~2019. This transaction~~2019, did not impact the residential mortgage servicing portfolio of Heartland's ~~PrimeWest Mortgage Corporation~~First Bank & Trust subsidiary.

Net Gains on Sale of Loans Held for Sale

During the ~~first~~second quarter of 2020, net gains on sale of loans held for sale totaled ~~$4.7~~$7.9 million compared to ~~$3.2~~$4.3 million during the same period in 2019, an increase of ~~$1.5~~$3.5 million or ~~47%~~81%. During the first six months of 2020, net gains on sale of loans held for sale totaled $12.5 million compared to $7.5 million during the first six months of 2019, which was an increase of $5.0 million or 66%. The increase for both the three- and six-month comparisons was primarily due to an increase in residential mortgage loan refinancing activity in response to the recent declines in mortgage interest rates.

Valuation Adjustment on Servicing Rights

The valuation adjustment on servicing rights increased ~~$976,000~~$603,000 or 63% to $1.6 million in the ~~first quarter of~~six months ended June 30, 2020 ~~from $589,000 in~~compared to $1.0 million for the ~~first quarter of~~six months ended June 30, 2019, primarily due to recent declines in mortgage interest rates.

Noninterest Expense

The tables below show Heartland's noninterest expenses for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2020, and 2019, in thousands:


	Three Months Ended June 30,
	2020		2019		Change		% Change
Salaries and employee benefits	$	50,118	$	49,895	$	223	—	%
Occupancy	6,502		6,426		76		1
Furniture and equipment	2,993		3,136		(143)		(5)
Professional fees	13,676		14,344		(668)		(5)

Advertising	995		2,609		(1,614)		(62)
Core deposit and customer relationship intangibles amortization	2,696		3,313		(617)		(19)
Other real estate and loan collection expenses, net	203		162		41		25
(Gain)/loss on sales/valuations of assets, net	701		(18,286)		18,987		(104)
Acquisition, integration and restructuring costs	673		929		(256)		(28)
Partnership investment in tax credit projects	791		1,465		(674)		(46)
Other noninterest expenses	11,091		11,105		(14)		—
Total noninterest expenses	$	90,439	$	75,098	$	15,341	20	%


		Three Months Ended March 31,													Six Months Ended June 30,
		2020		2019		Change		% Change			2020		2019		Change		% Change
Salaries and employee benefits	Salaries and employee benefits	$	49,957	$	50,285	$	(328)	(1)	%	Salaries and employee benefits	$	100,075	$	100,180	$	(105)	—	%
Occupancy	Occupancy	6,471		6,607		(136)		(2)		Occupancy	12,973		13,033		(60)		—
Furniture and equipment	Furniture and equipment	3,108		2,692		416		15		Furniture and equipment	6,101		5,828		273		5
Professional fees	Professional fees	12,473		10,995		1,478		13		Professional fees	26,149		25,366		783		3

Advertising	Advertising	2,205		2,320		(115)		(5)		Advertising	3,200		4,929		(1,729)		(35)
Core deposit and customer relationship intangibles amortization	Core deposit and customer relationship intangibles amortization	2,981		2,869		112		4		Core deposit and customer relationship intangibles amortization	5,677		6,155		(478)		(8)
Other real estate and loan collection expenses, net	Other real estate and loan collection expenses, net	334		701		(367)		(52)		Other real estate and loan collection expenses, net	537		863		(326)		(38)
(Gain)/loss on sales/valuations of assets, net	(Gain)/loss on sales/valuations of assets, net	16		(3,004)		3,020		(101)		(Gain)/loss on sales/valuations of assets, net	717		(21,290)		22,007		(103)
Acquisition, integration and restructuring costs	Acquisition, integration and restructuring costs	1,376		3,614		(2,238)		(62)		Acquisition, integration and restructuring costs	2,049		4,543		(2,494)		(55)
Partnership investment in tax credit projects	Partnership investment in tax credit projects	184		475		(291)		(61)		Partnership investment in tax credit projects	975		1,940		(965)		(50)
Other noninterest expenses	Other noninterest expenses	11,754		10,676		1,078		10		Other noninterest expenses	22,845		21,781		1,064		5
Total noninterest expenses	Total noninterest expenses	$	90,859	$	88,230	$	2,629	3	%	Total noninterest expenses	$	181,298	$	163,328	$	17,970	11	%

For the ~~first~~second quarter of 2020, noninterest expenses totaled ~~$90.8~~$90.4 million compared to ~~$88.2~~$75.1 million during the ~~first~~second quarter of 2019, an increase of ~~$2.6~~$15.3 million or 3%20%. For the six months ended June 30, 2020, total noninterest expense was $181.3 million, an increase of $18.0 million or 11% from $163.3 million for the six months ended June 30, 2019.

Notable changes in noninterest expense categories for the ~~three~~three- and six months ended ~~March 31,~~June 30, 2020 and 2019 are as follows:

~~Furniture and equipment~~Advertising

~~Furniture and equipment expenses~~Advertising expense totaled ~~$3.1~~$1.0 million for the quarter ended June 30, 2020 compared to $2.6 million for the same quarter in ~~first quarter of 2020,~~2019, which was ~~an increase~~a decrease of ~~$416,000~~$1.6 million or ~~15% from $2.7~~62%. For the six months ended June 30, 2020 and 2019, advertising expense totaled $3.2 million ~~recorded~~and $4.9 million, respectively, which was a decrease of $1.7 million or 35%. Heartland has adjusted its advertising strategy in ~~the first quarter of 2019. Equipment expenses of $321,000~~response to changes in ~~the first quarter of 2020 were related to purchases to allow employees to work from home~~business practices due to the COVID-19 pandemic.

~~Professional Fees~~

Professional fees for the first quarter of 2020 totaled $12.5 million compared to $11.0 million for the same quarter of 2019, which was an increase of $1.5 million or 13%. The increase is primarily attributable to the amortization of expenses related to the Salesforce and nCino implementation.

Gain/Loss on Sales/Valuations of Assets, Net

Net ~~loss~~losses on sales/valuations of assets ~~increased $3.0 million as losses~~ totaled ~~$16,000 in~~$701,000 for the ~~first~~second quarter of 2020 compared to net gains on sales/valuations of ~~$3.0~~assets of $18.3 million infor the ~~first~~second quarter of 2019. ~~The~~For the six months ended June 30, 2020, net losses on sales/valuations of assets totaled $717,000 compared to net gains ~~recorded~~on sales/valuation of assets of $21.3 million. During the

second quarter and first six months of 2019, Heartland completed several strategic initiatives that resulted in ~~2019 were primarily attributable to~~net gains, which included the sale of the mortgage servicing rights portfolio of Dubuque Bank and Trust Company and several branch ~~sales at Wisconsin Bank & Trust.~~locations across Heartland's footprint.

Acquisition, integration and restructuring costs

Acquisition, integration and restructuring costs totaled ~~$1.4 million in~~$673,000 and $929,000 for the ~~first~~second quarter of 2020 and 2019, respectively, which was a decrease of ~~$2.2~~$256,000 or 28%. For the six months ended June 30, 2020, acquisition, integration and restructuring costs totaled $2.0 million compared to $4.5 million for the same period of 2019, which was a decrease of $2.5 million or ~~62% from $3.6 million in the same quarter of 2019.~~55%. In the first quarter of 2019, Heartland recorded $2.2 million of anticipated lease buyout expense, fixed asset disposals and software discontinuation fees related to the discontinuation of Heartland's legacy mortgage operations and consumer finance business.

~~Other noninterest expenses~~

Other noninterest expenses totaled $11.8 million for the first quarter of 2020 compared to $10.7 million for the first quarter of 2019, which was an increase of $1.1 million or 10%. The increase was 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 55-60% range over the next twelve to eighteen months. During the ~~first~~second quarter of 2020, Heartland's efficiency ratio on a fully tax-equivalent basis decreased by ~~311~~838 basis points to ~~61.82%~~55.75% in comparison with ~~64.93%~~64.13% for the quarter ended ~~March 31,~~June 30, 2019. The improvement of the efficiency ratio was primarily attributable to higher fully tax-equivalent net interest income, which increased ~~$9.3~~$17.6 million or 9%16% to ~~$113.6~~$125.6 million for the second quarter of 2020 from $108.0 million for the second quarter of 2019.

For the first six months of 2020, Heartland's efficiency ratio was 58.64%, which was a decrease of 588 basis points from 64.52% for the first six months of 2019. The improvement of the efficiency ratio was primarily attributable to higher fully-tax equivalent net interest income, which increased $26.9 million or 13% to $239.2 million for the first ~~quarter~~six months of 2020 from ~~$104.4~~$212.3 million for the ~~first quarter~~same period of 2019.

Income Taxes

Heartland's effective tax rate was ~~22.77%~~19.75% for the ~~first~~second quarter of 2020 compared to ~~20.88%~~23.12% for the ~~first~~second quarter of 2019. The following items impacted Heartland's ~~first~~second quarter 2020 and 2019 tax calculations:

•Solar energy tax credits of ~~$76,000~~$798,000 and ~~$314,000~~$911,000 for the ~~first~~second quarter of 2020 and 2019, respectively.

•Federal low-income housing tax credits of $195,000 and $281,000 for the ~~first~~second quarter of 2020 and 2019, respectively.

•New markets tax credits of $75,000 during the ~~first~~second quarter of 2020 compared to $0 in the ~~first~~second quarter of 2019.

•Tax-exempt interest income as a percentage of pre-tax income increased to ~~16.40%~~14.19% during the ~~first~~second quarter of 2020 compared to ~~13.35%~~8.09% for the ~~first~~second quarter of 2019.

•Tax expense of ~~$25,000~~$66,000 in the second quarter of 2020 compared to $64,000 in the second quarter of 2019 resulting from the vesting of restricted stock unit awards.

Heartland's effective tax rate was 20.99% for the first six months of 2020 compared to 22.21% for the first six months of 2019. The following items impacted Heartland's tax calculation for the first six months of 2020 and 2019:

•Solar energy tax credits of $874,000 and $1.2 million for the first six months of 2020 and 2019, respectively.

•Federal low-income housing tax credits of $390,000 and $562,000 for the first six months of 2020 and 2019, respectively.

•New markets tax credits of $150,000 during the first six months of 2020 compared to $0 in the first ~~quarter~~six months of 2019.

•Tax-exempt interest income as a percentage of pre-tax income increased to 15.09% during the first six months of 2020 compared to 10.23% for the first six months of 2019.

•Tax expense of $91,000 in the first six months of 2020 compared to a tax benefit of ~~$336,000~~$272,000 in the first ~~quarter~~six months of 2019 resulting from the vesting of restricted stock unit awards. The majority of Heartland's restricted stock unit awards vest in the first quarter of each year.

FINANCIAL CONDITION

Total assets of Heartland were ~~$13.29~~$15.03 billion at ~~March 31,~~June 30, 2020, an increase of ~~$84.9 million~~$1.82 billion or 1%14% since December 31, 2019. Securities represented ~~27%~~28% and 26% of total assets at ~~March 31,~~June 30, 2020, and December 31, 2019, respectively.

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, nonperforming loans and potential problem loans.

In conjunction with the adoption of ASU 2016-13, Heartland reclassified loan balances to more closely align with FDIC codes. All prior periods shown in this Quarterly Report on Form 10-Q have been adjusted.

Heartland originates commercial and industrial loans and owner occupied commercial real estate loans for a wide variety of business purposes, 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 if 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 risks in the commercial and industrial portfolio include the unpredictability of the cash flow of the borrowers and the variability in the value of the collateral securing the loans. Owner occupied commercial real estate loans are dependent upon the cash flow of the borrowers and the collateral value of the real estate.

Non-owner occupied commercial real estate loans provide financing for various non-owner occupied or income producing properties. Real estate construction loans are generally short-term or interim loans that provide financing for acquiring or developing commercial income properties, multi-family projects or single-family residential homes. The collateral that Heartland requires for most of these loans is based upon the discounted market value of the collateral. Non-owner occupied commercial real estate loans are typically dependent, in large part, on sufficient income from the properties securing the loans to cover the operating expenses and debt service. Real estate construction loans involve additional risks because funds are advanced based upon estimates of costs and the estimated value of the completed project. Additionally, real estate construction loans have a greater risk of default in a weaker economy because the source of repayment is reliant on the successful and timely sale of the project. 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.

Agricultural and agricultural real estate 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 and agricultural real estate loans present unique credit risks relating to adverse weather conditions, loss of livestock due to disease or other reasons, declines in market prices for agricultural products and the impact of government regulations. The ultimate repayment of agricultural and agricultural real estate loans is dependent upon the profitable operation or management of the agricultural entity. Loans secured by farm equipment, livestock or crops may not provide an adequate source of repayment because of damage or depreciation. In underwriting agricultural and agricultural real estate loans, lending personnel work closely with their customers to review budgets and cash flow projections for crop production for the ensuing year. These budgets and cash flow projections are monitored closely during the year and reviewed with the customers at least annually. Lending personnel work closely with governmental agencies, including the U.S. Small Business Administration and U.S. Department of Agriculture's Rural Development Business and Industry Program Farm Service Agency, to help agricultural customers obtain credit enhancement products, such as loan guarantees, longer-term funding or interest assistance, to reduce risk.

Residential real estate loans are originated for the purchase or refinancing of single family residential properties. Residential real estate loans are dependent upon the borrower's ability to repay the loan and the underlying collateral value. 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, which was merged into First Bank & Trust in April 2020. First Bank & Trust 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~~First Bank & Trust 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 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.

Total loans held to maturity were $9.25 billion at June 30, 2020, and $8.37 billion at ~~both March 31, 2020, and~~ December 31, 2019, an increase of ~~$6.3~~$878.9 million or ~~less than 1%~~11%. The following table shows the changes in loan balances by loan category since December 31, 2019, in thousands:


		March 31, 2020		December 31, 2019		$ Change		% Change			June 30, 2020		December 31, 2019		Change		% Change
Commercial and industrial	Commercial and industrial	$	2,550,490	$	2,530,809	$	19,681	1	%	Commercial and industrial	$	2,364,400	$	2,530,809	$	(166,409)	(7)	%
PPP										PPP	1,124,430		—		1,124,430		100
Owner occupied commercial real estate	Owner occupied commercial real estate	1,431,038		1,472,704		(41,666)		(3)		Owner occupied commercial real estate	1,433,271		1,472,704		(39,433)		(3)
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	1,551,787		1,495,877		55,910		4		Non-owner occupied commercial real estate	1,543,623		1,495,877		47,746		3
Real estate construction	Real estate construction	1,069,700		1,027,081		42,619		4		Real estate construction	1,115,843		1,027,081		88,762		9
Agricultural and agricultural real estate	Agricultural and agricultural real estate	550,107		565,837		(15,730)		(3)		Agricultural and agricultural real estate	520,773		565,837		(45,064)		(8)
Residential mortgage	Residential mortgage	792,540		832,277		(39,737)		(5)		Residential mortgage	735,762		832,277		(96,515)		(12)
Consumer	Consumer	428,574		443,332		(14,758)		(3)		Consumer	408,728		443,332		(34,604)		(8)
		$	8,374,236	$	8,367,917	$	6,319	—	%		$	9,246,830	$	8,367,917	$	878,913	11	%

Heartland originated $1.20 billion of PPP loans in the second quarter of 2020. Total commercial loans, excluding PPP loans, totaled $6.46 billion at June 30, 2020, which was a decrease of $69.4 million or 1% from $6.53 billion at year-end 2019. Utilization of revolving lines of credit decreased $162.6 million during the first six months of 2020. Excluding the decrease in revolving lines of credit utilization, which fluctuates from quarter to quarter, total commercial lending increased $93.2 million or less than 1% during the first six months of 2020.

The decreases in the residential and consumer loan balances were primarily due to the recent declines in residential mortgage interest rates.

The table below presents the composition of the loan portfolio as of ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		March 31, 2020						December 31, 2019							June 30, 2020				December 31, 2019
		Amount		Percent		Amount		Percent			Amount		Percent		Amount		Percent
Loans receivable held to maturity:	Loans receivable held to maturity:									Loans receivable held to maturity:
Commercial and industrial	Commercial and industrial	$	2,550,490	30.46	%	$	2,530,809	30.24	%	Commercial and industrial	$	2,364,400	25.57	%	$	2,530,809	30.24	%
PPP										PPP	1,124,430		12.16		—		—
Owner occupied commercial real estate	Owner occupied commercial real estate	1,431,038		17.09		1,472,704		17.60		Owner occupied commercial real estate	1,433,271		15.50		1,472,704		17.60
Non-owner occupied commercial real estate	Non-owner occupied commercial real estate	1,551,787		18.53		1,495,877		17.88		Non-owner occupied commercial real estate	1,543,623		16.69		1,495,877		17.88
Real estate construction	Real estate construction	1,069,700		12.77		1,027,081		12.27		Real estate construction	1,115,843		12.07		1,027,081		12.27
Agricultural and agricultural real estate	Agricultural and agricultural real estate	550,107		6.57		565,837		6.76		Agricultural and agricultural real estate	520,773		5.63		565,837		6.76
Residential mortgage	Residential mortgage	792,540		9.46		832,277		9.95		Residential mortgage	735,762		7.96		832,277		9.95
Consumer	Consumer	428,574		5.12		443,332		5.30		Consumer	408,728		4.42		443,332		5.30
Gross loans receivable held to maturity	Gross loans receivable held to maturity	8,374,236		100.00	%	8,367,917		100.00	%	Gross loans receivable held to maturity	9,246,830		100.00	%	8,367,917		100.00	%

Allowance for credit losses	Allowance for credit losses	(97,350)				(70,395)				Allowance for credit losses	(119,937)				(70,395)
Loans receivable, net	Loans receivable, net	$	8,276,886			$	8,297,522			Loans receivable, net	$	9,126,893			$	8,297,522

Allowance for Credit Losses

On January 1, 2020, Heartland adopted ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326)," which replaces the incurred loss methodology with a current expected credit loss ("CECL") methodology. Additionally, CECL required an allowance for unfunded commitments to be calculated using a current expected credit loss methodology. Heartland's CECL methodology is comprised of three parts: a quantitative calculation, a qualitative calculation, and an economic forecasting component.

The process utilized by Heartland to determine the appropriateness of the allowance for credit losses is considered a critical accounting practice for Heartland and has been updated to be in accordance with CECL as of January 1, 2020. All prior periods are presented in accordance with prior GAAP. The allowance for credit losses represents management's estimate of lifetime losses in the existing loan portfolio. For additional details on the specific factors considered in determining the allowance for credit losses, refer to the critical accounting policies section of Heartland's Annual Report on Form 10-K for the year ended December 31, 2019 and Note 1, "Basis of Presentation," of the consolidated financial statements included in this Quarterly Report on Form 10-Q.

The table below presents the changes in the allowance for credit losses for loans during the ~~three-month~~three- and six--month periods ended ~~March 31,~~June 30, 2020 and 2019, in thousands:


									Three Months Ended June 30,
									2020			2019
Balance at beginning of period								Balance at beginning of period	$	97,350		$	62,639

Provision for credit losses								Provision for credit losses	25,007			4,918
Recoveries on loans previously charged off								Recoveries on loans previously charged off	1,144			(4,780)
Charge-offs on loans								Charge-offs on loans	(3,564)			1,073
Balance at end of period								Balance at end of period	$	119,937		$	63,850

Allowance for credit losses on loans as a percent of loans								Allowance for credit losses on loans as a percent of loans	1.30		%	0.81		%
Annualized ratio of net charge offs to average loans								Annualized ratio of net charge offs to average loans	0.11		%	0.19		%
		Three Months Ended March 31,										Six Months Ended June 30,
		2020			2019				2020			2019
Balance at beginning of period	Balance at beginning of period	$	70,395		$	61,963		Balance at beginning of period	$	70,395		$	61,963
Impact of ASU 2016-13 adoption	Impact of ASU 2016-13 adoption	12,071			—			Impact of ASU 2016-13 adoption	12,071			—
Provision for credit losses	Provision for credit losses	19,865			1,635			Provision for credit losses	44,872			6,553
Recoveries on loans previously charged off	Recoveries on loans previously charged off	1,320			991			Recoveries on loans previously charged off	2,464			2,064
Charge-offs on loans	Charge-offs on loans	(6,301)			(1,950)			Charge-offs on loans	(9,865)			(6,730)
Balance at end of period	Balance at end of period	$	97,350		$	62,639		Balance at end of period	$	119,937		$	63,850

Allowance for credit losses on loans as a percent of loans	Allowance for credit losses on loans as a percent of loans	1.16		%	0.85		%	Allowance for credit losses on loans as a percent of loans	1.30		%	0.81		%
Annualized ratio of net charge offs to average loans	Annualized ratio of net charge offs to average loans	0.24		%	0.05		%	Annualized ratio of net charge offs to average loans	0.17		%	0.12		%

Heartland's allowance for credit losses for loans totaled $82.5 million after adoption of CECL on January 1, 2020, which was an increase of $12.1 million since year-end 2019. Heartland recorded provision for credit losses for loans of ~~$19.9~~$44.9 million in the first ~~quarter of 2020~~six months compared to ~~$1.6~~$6.6 million in the first ~~quarter~~six months of 2019. The allowance for credit losses for loans totaled ~~$97.4~~$119.9 million and $70.4 million at ~~March 31,~~June 30, 2020, and December 31, 2019, respectively.

The allowance for credit losses for loans at ~~March 31,~~June 30, 2020, was ~~1.16%~~1.30% of loans compared to 0.84% of loans at December 31, 2019. Net charge offs for the first ~~quarter~~six months of 2020 totaled ~~$5.0~~$7.4 million compared to ~~$959,000~~$4.7 million for the first ~~quarter~~six months of 2019, which was a ~~$4.0~~$2.7 million increase. The increase was primarily attributable to a $3.2 million charge off in the first quarter of 2020 on a commercial and industrial loan for which a full reserve had been previously established. Heartland expects that net charge offs will increase in the second half of 2020 as customers’ ability to repay loans is adversely impacted by economic disruptions caused by the COVID-19 pandemic.

The following table shows, in thousands, the changes in Heartland's allowance for unfunded commitments for the ~~three-month~~three- and six-month periods ended ~~March 31,~~June 30, 2020 and 2019:

Three Months Ended
March 31,
2020 2019
Balance at beginning of period⁽¹⁾
$ 248 $ —
Impact of ASU 2016-13 adoption 13,604 —
Provision for credit losses 1,616 —
Balance at end of period $ 15,468 $ —
(1) Prior to the adoption of ASU 2016-13, the allowance for unfunded commitments was immaterial, and therefore prior periods have not been shown in this table.


	Three Months Ended June 30,
	2020		2019
Balance at beginning of period⁽¹⁾	15,468		—
Impact of ASU 2016-13 adoption	—		—
Provision for credit losses	1,924		—
Balance at end of period	$	17,392	$	—

	Six Months Ended June 30,
	2020		2019
Balance at beginning of period⁽¹⁾	$	248	$	—
Impact of ASU 2016-13 adoption	13,604		—
Provision for credit losses	3,540		—
Balance at end of period	$	17,392	$	—
(1) Prior to the adoption of ASU 2016-13, the allowance for unfunded commitments was immaterial, and therefore prior periods have not been shown in this table.

Heartland's allowance for unfunded commitments totaled $13.9 million after the adoption of CECL on January 1, 2020. Prior to January 1, 2020, the allowance for unfunded commitments was immaterial. Heartland recorded ~~$1.6~~$3.5 million of provision for credit losses related to unfunded loan commitments in the first ~~quarter~~six months of 2020. At ~~March 31,~~June 30, 2020, the allowance for unfunded commitments was ~~$15.5~~$17.4 million, and Heartland had ~~$2.78~~$3.07 billion of unfunded loan commitments.

The total allowance for lending related credit losses was ~~$112.8~~$137.3 million at ~~March 31,~~June 30, 2020, which was ~~1.35%~~1.49% of loans as of ~~March 31,~~June 30, 2020. The following table shows, in thousands, the components of Heartland's allowance for lending related credit losses as of ~~March 31,~~June 30, 2020, January 1, 2020, and December 31, 2019:


		March 31, 2020						January 1, 2020⁽¹⁾								December 31, 2019⁽²⁾					June 30, 2020							January 1, 2020⁽¹⁾	December 31, 2019⁽²⁾
		Amount		Percentage of Allowance		Amount		Percentage of Allowance		Amount		Percentage of Allowance			Amount		Percentage of Allowance		Amount		Percentage of Allowance		Amount		Percentage of Allowance
Quantitative	Quantitative	$	77,447	68.65	%	$	82,829	85.99	%	$	41,691	59.22	%	Quantitative	$	94,398	68.73	%	$	82,829	85.99	%	$	41,694	59.23		%
Qualitative	Qualitative	26,027		23.07		11,468		11.91		28,704		40.78		Qualitative	27,473		20.01		11,468		11.91		28,701		40.77
Economic Forecast	Economic Forecast	9,344		8.28		2,021		2.10		—		—		Economic Forecast	15,458		11.26		2,021		2.10		—		—
Total	Total	$	112,818	100.00	%	$	96,318	100.00	%	$	70,395	100.00	%	Total	$	137,329	100.00	%	$	96,318	100.00	%	$	70,395	100.00		%

(1) January 1, 2020 is included to show the impact of the adoption of ASU 2016-13 on the components of the allowance for lending related credit losses.	(1) January 1, 2020 is included to show the impact of the adoption of ASU 2016-13 on the components of the allowance for lending related credit losses.																									(1) January 1, 2020 is included to show the impact of the adoption of ASU 2016-13 on the components of the allowance for lending related credit losses.
(2) The allowance for unfunded commitments was immaterial prior to the adoption of ASU 2016-13 and therefore not included in prior periods.	(2) The allowance for unfunded commitments was immaterial prior to the adoption of ASU 2016-13 and therefore not included in prior periods.																									(2) The allowance for unfunded commitments was immaterial prior to the adoption of ASU 2016-13 and therefore not included in prior periods.

Heartland's quantitative allowance totaled ~~$77.4 million or 69% of Heartland's total allowance for lending related credit losses at March 31, 2020 compared to~~ $82.8 million or 86% of the total allowance for lending related credit losses on January 1, 2020, and $41.7 million or 59% of the allowance for loan losses at December 31, 2019. The increase in the quantitative component on January 1, 2020, was primarily attributable to the addition of $1.80 billion of previously acquired loans to the allowance calculation.

The quantitative allowance of Heartland's total allowance for lending related credit losses ~~decreased~~increased to ~~$77.4~~$94.4 million at ~~March 31,~~June 30, 2020 compared to $82.8 million at January 1, 2020. The ~~decrease~~increase in the quantitative portion was primarily due to the ~~decrease~~specific reserve recorded of $11.6 million for a sand fracking company relationship that was individually assessed ~~loans, which declined to $48.8 million at March 31, 2020 from $67.4 million at January 1,~~for loan losses in the second quarter of 2020. The allowance for credit losses on individually assessed loans totaled ~~$6.3~~$18.2 million at ~~March 31,~~June 30, 2020 compared to $11.4 million at January 1, 2020, which was ~~a decrease~~an increase of ~~$5.1~~$6.8 million or ~~44%~~60%.

Heartland's qualitative allowance totaled ~~$26.0 million or 23% of Heartland's total allowance for lending related credit losses at March 31, 2020 compared to~~ $11.5 million or 12% of the total allowance for lending related credit losses on January 1, 2020, and $28.7 million or 41% of the allowance for loan losses at December 31, 2019. The change in methodology to an expected loss model from an incurred loss model resulted in the reduction of the qualitative allowance of $17.2 million or 60% to $11.5 million at January 1, 2020, compared to $28.7 million at December 31, 2019.

The qualitative allowance component of Heartland’s total allowance for lending related credit losses increased to ~~$26.0~~$27.4 million or ~~23%~~20% of the total allowance at ~~March 31~~June 30, 2020, compared to $11.5 million or 12% on January 1, 2020. As described in Note 1, "Basis of Presentation," of the consolidated financial statements included in this Quarterly Report on Form 10-Q, in determining the appropriate level of this qualitative component, management assesses several risk factors including an overall assessment of "other external factors." At the end of the first quarter of 2020, in making its assessment, management increased the level of other external factors risk from the initial day 1 (January 1, 2020) assessment of moderate to high. This change reflected the uncertainty of both the economic forecasting and quantitative allowance component results given the high level of market and economic volatility that existed at the end of the quarter due to the COVID-19 pandemic. While several of the qualitative factors increased during the quarter, the change in the other external factors was the primary driver of the overall increase in the qualitative allowance for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020.

Economic forecasting was not required prior to January 1, 2020. Heartland has access to various third-party economic forecast scenarios provided by Moody's, which are updated quarterly in Heartland's methodology. Heartland’s initial January 1, 2020 allowance calculation utilized a two-year reasonable and supportable forecast period which resulted in an economic forecasting allowance of $2.0 million or 2% of the total allowance for lending related credit losses.

At ~~March 31,~~June 30, 2020, Heartland utilized Moody's ~~March 27,~~June 14, 2020, baseline forecast scenario, which was the most currently available forecast and included the potential impact of COVID-19. Because of the economic deterioration and uncertainty associated with COVID-19, the reasonable and supportable forecast period was reduced to one year, which resulted in an allowance of ~~$9.3~~$15.5 million or 8%11% of the total allowance for lending related credit losses at ~~March 31,~~June 30, 2020.

Credit Quality and Nonperforming Assets

Heartland's internal rating system for the credit quality of its loans 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 and 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.For more information on this internal rating system, see Note 4 of Heartland’s consolidated financial statements in this Quarterly Report on Form 10-Q.

Heartland's nonpass loans totaled ~~6.4%~~8.1% of total loans as of ~~March 31,~~June 30, 2020 compared to 6.7% of total loans as of December 31, 2019. As of ~~March 31,~~June 30, 2020, Heartland's nonpass loans consisted of approximately ~~45%~~56% watch loans and ~~55%~~44% substandard loans. The percent of nonpass loans on nonaccrual status as of ~~March 31,~~June 30, 2020, was ~~15%~~12%. Included in Heartland's nonpass loans at June 30, 2020 were $52.6 million of nonpass PPP loans. Heartland's risk rating methodology assigns a risk rating to the whole lending relationship. Heartland has no allowance recorded related to the PPP loans because of the 100% SBA guarantee.

As of December 31, 2019, Heartland's nonpass loans were comprised of approximately 60% watch loans and 40% substandard loans. The percent of nonpass loans on nonaccrual status as of December 31, 2019, was 14%. Loans delinquent 30-89 days as a percent of total loans was ~~0.38%~~0.22% at ~~March 31,~~June 30, 2020, in comparison with 0.33% at December 31, 2019.

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


		March 31,									December 31,										June 30,						December 31,
		2020			2019			2019			2018				2020			2019			2019			2018
Nonaccrual loans	Nonaccrual loans	$	79,280		$	77,294		$	76,548		$	71,943		Nonaccrual loans	$	91,609		$	79,619		$	76,548		$	71,943
Loans contractually past due 90 days or more	Loans contractually past due 90 days or more	—			1,706			4,105			726			Loans contractually past due 90 days or more	1,360			285			4,105			726
Total nonperforming loans	Total nonperforming loans	79,280			79,000			80,653			72,669			Total nonperforming loans	92,969			79,904			80,653			72,669
Other real estate	Other real estate	6,074			5,391			6,914			6,153			Other real estate	5,539			6,646			6,914			6,153
Other repossessed assets	Other repossessed assets	17			8			11			459			Other repossessed assets	29			39			11			459
Total nonperforming assets	Total nonperforming assets	$	85,371		$	84,399		$	87,578		$	79,281		Total nonperforming assets	$	98,537		$	86,589		$	87,578		$	79,281

Performing troubled debt restructured loans⁽¹⁾	Performing troubled debt restructured loans⁽¹⁾	$	2,858		$	3,460		$	3,794		$	4,026		Performing troubled debt restructured loans⁽¹⁾	$	2,636		$	3,539		$	3,794		$	4,026
Nonperforming loans to total loans	Nonperforming loans to total loans	0.95		%	1.08		%	0.96		%	0.98		%	Nonperforming loans to total loans	1.01		%	1.02		%	0.96		%	0.98		%
Nonperforming assets to total loans plus repossessed property	Nonperforming assets to total loans plus repossessed property	1.02		%	1.15		%	1.05		%	1.07		%	Nonperforming assets to total loans plus repossessed property	1.06		%	1.10		%	1.05		%	1.07		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.64		%	0.75		%	0.66		%	0.69		%	Nonperforming assets to total assets	0.66		%	0.71		%	0.66		%	0.69		%

(1) Represents accruing troubled debt restructured loans performing according to their restructured terms.	(1) Represents accruing troubled debt restructured loans performing according to their restructured terms.																								(1) Represents accruing troubled debt restructured loans performing according to their restructured terms.

The performing troubled debt restructured loans above do not include any loan modifications made under COVID-19 modification ~~programs.~~programs, which will be expiring throughout the third quarter. Heartland expects that the majority will be returning to full payment status, however, it is likely that some of the modifications will be extended for an additional 90 days in order to provide the necessary support for certain COVID-19 impacted customers. Refer to the "Overview" section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, for further information on these modifications.

The schedules below summarize the changes in Heartland's nonperforming assets during the ~~first three months of~~three- and six-month periods ended June 30, 2020, in thousands:


		Nonperforming Loans		Other Real Estate Owned		Other Repossessed Assets		Total Nonperforming Assets			Nonperforming Loans		Other Real Estate Owned		Other Repossessed Assets		Total Nonperforming Assets
December 31, 2019		$	80,653	$	6,914	$	11	$	87,578
March 31, 2020										March 31, 2020	$	79,280	$	6,074	$	17	$	85,371
Loan foreclosures	Loan foreclosures	(251)		245		6		—		Loan foreclosures	(837)		810		27		—
Net loan charge-offs	Net loan charge-offs	(4,981)		—		—		(4,981)		Net loan charge-offs	(2,420)		—		—		(2,420)
Acquired nonperforming assets		—		—		—		—

New nonperforming loans	New nonperforming loans	15,796		—		—		15,796		New nonperforming loans	26,857		—		—		26,857
Reduction of nonperforming loans⁽¹⁾	Reduction of nonperforming loans⁽¹⁾	(11,937)		—		—		(11,937)		Reduction of nonperforming loans⁽¹⁾	(9,911)		—		—		(9,911)
OREO/Repossessed assets sales proceeds	OREO/Repossessed assets sales proceeds	—		(1,019)		—		(1,019)		OREO/Repossessed assets sales proceeds	—		(759)		(5)		(764)
OREO/Repossessed assets writedowns, net	OREO/Repossessed assets writedowns, net	—		(66)		—		(66)		OREO/Repossessed assets writedowns, net	—		(586)		(10)		(596)
Net activity at Citizens Finance Co.		—		—		—		—
March 31, 2020		$	79,280	$	6,074	$	17	$	85,371

June 30, 2020										June 30, 2020	$	92,969	$	5,539	$	29	$	98,537
(1) Includes principal reductions and transfers to performing status.	(1) Includes principal reductions and transfers to performing status.																	(1) Includes principal reductions and transfers to performing status.


	Nonperforming Loans		Other Real Estate Owned		Other Repossessed Assets		Total Nonperforming Assets
December 31, 2019	$	80,653	$	6,914	$	11	$	87,578
Loan foreclosures	(1,088)		1,055		33		—
Net loan charge-offs	(7,401)		—		—		(7,401)

New nonperforming loans	42,653		—		—		42,653
Reduction of nonperforming loans⁽¹⁾	(21,848)		—		—		(21,848)
OREO/Repossessed assets sales proceeds	—		(1,778)		(5)		(1,783)
OREO/Repossessed assets writedowns, net	—		(652)		(10)		(662)

June 30, 2020	$	92,969	$	5,539	$	29	$	98,537

(1) Includes principal reductions and transfers to performing status.

Total nonperforming assets increased $11.0 million or 13% to $98.5 million or 0.66% of total assets at June 30, 2020, compared to $87.6 million or 0.66% of total assets at December 31, 2019. Nonperforming loans were ~~$79.3~~$93.0 million or ~~0.95%~~1.01% of total loans at ~~March 31,~~June 30, 2020, compared to $80.7 million or 0.96% of total loans at December 31, 2019. At ~~March 31,~~June 30, 2020, approximately ~~$39.8~~$51.7 million or ~~50%~~56% of Heartland's nonperforming loans had individual loan balances exceeding $1.0 million and represented loans to thirteen borrowers. The portion of Heartland's nonperforming nonresidential real estate loans covered by government guarantees totaled ~~$17.9~~$20.0 million at ~~March 31,~~June 30, 2020, compared to $18.1 million at December 31, 2019.

Heartland expects that nonperforming assets and delinquent loans will increase through 2020 as customers' ability to repay is adversely impacted by economic disruptions caused by COVID-19.

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 ~~27%~~28% and 26% of total assets at ~~March 31,~~June 30, 2020, and December 31, 2019, respectively. Total securities carried at fair value as of ~~March 31,~~June 30, 2020, were ~~$3.49~~$4.13 billion, an increase of ~~$175.8~~$813.6 million or 5%25% from $3.31 billion at December 31, 2019.

The table below presents the composition of the securities portfolio, including securities carried at fair value, held to maturity securities, net of allowance for credit losses, and other, by major category, as of ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		March 31, 2020						December 31, 2019							June 30, 2020				December 31, 2019
		Amount		Percent		Amount		Percent			Amount		Percent		Amount		Percent
U.S. government corporations and agencies	U.S. government corporations and agencies	$	9,916	0.27	%	$	9,893	0.29	%	U.S. government corporations and agencies	$	5,842	0.14	%	$	9,893	0.29	%
Mortgage and asset-backed securities	Mortgage and asset-backed securities	2,520,004		69.70		2,577,278		75.02		Mortgage and asset-backed securities	3,134,439		73.71		2,577,278		75.02
Obligation of states and political subdivisions	Obligation of states and political subdivisions	1,032,316		28.55		798,514		23.24		Obligation of states and political subdivisions	1,057,258		24.86		798,514		23.24

Equity securities	Equity securities	18,260		0.50		18,435		0.54		Equity securities	19,391		0.46		18,435		0.54
Other securities	Other securities	35,370		0.98		31,321		0.91		Other securities	35,902		0.84		31,321		0.91
Total securities	Total securities	$	3,615,866	100.00	%	$	3,435,441	100.00	%	Total securities	$	4,252,832	100.00	%	$	3,435,441	100.00	%

The percentage of Heartland's securities portfolio comprised of mortgage and asset-backed securities was ~~70%~~74% at ~~March 31,~~June 30, 2020, compared to 75% at December 31, 2019. Heartland's securities portfolio had an expected modified duration of ~~5.84~~5.69 years as of ~~March 31,~~June 30, 2020, compared to 6.17 years as of year-end 2019.

At ~~March 31,~~June 30, 2020, Heartland had ~~$35.4~~$35.9 million of other securities, including capital stock in each Federal Home Loan Bank ("FHLB") of which each of its bank subsidiaries is a member. All of these securities were classified as other securities held at cost.

Deposits

Total deposits were ~~$11.17~~$12.71 billion as of ~~March 31,~~June 30, 2020, compared to $11.04 billion at December 31, 2019, an increase of ~~$129.7 million~~$1.66 billion or 1%15%. Growth in non-time deposits during the first six months of 2020 was positively impacted by federal government stimulus payments and other COVID-19 relief programs.

The following table shows the changes in deposit balances by deposit type since year-end 2019, in thousands:

March 31, 2020 December 31, 2019 $ Change % Change
Demand deposits $ 3,696,974 $ 3,543,863 $ 153,111 4 %
Savings deposits 6,366,610 6,307,425 59,185 1
Time deposits 1,110,441 1,193,043 (82,602) (7)
$ 11,174,025 $ 11,044,331 $ 129,694 1 %


	June 30, 2020		December 31, 2019		Change		% Change
Demand deposits	$	4,831,151	$	3,543,863	$	1,287,288	36	%
Savings deposits	6,810,296		6,307,425		502,871		8
Time deposits	1,067,252		1,193,043		(125,791)		(11)
	$	12,708,699	$	11,044,331	$	1,664,368	15	%

The table below presents the composition of Heartland's deposits by category as of ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		March 31, 2020						December 31, 2019							June 30, 2020				December 31, 2019
		Amount		Percent		Amount		Percent			Amount		Percent		Amount		Percent
Demand	Demand	$	3,696,974	33.09	%	$	3,543,863	32.09	%	Demand	$	4,831,151	38.01	%	$	3,543,863	32.09	%
Savings	Savings	6,366,610		56.97		6,307,425		57.11		Savings	6,810,296		53.59		6,307,425		57.11
Time	Time	1,110,441		9.94		1,193,043		10.80		Time	1,067,252		8.40		1,193,043		10.80
Total	Total	$	11,174,025	100.00	%	$	11,044,331	100.00	%	Total	$	12,708,699	100.00	%	$	11,044,331	100.00	%

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 ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		March 31, 2020		December 31, 2019			June 30, 2020		December 31, 2019
Securities sold under agreement to repurchase	Securities sold under agreement to repurchase	$	51,910	$	84,486	Securities sold under agreement to repurchase	$	69,338	$	84,486
Federal funds purchased	Federal funds purchased	2,250		2,450		Federal funds purchased	4,800		2,450
Advances from the FHLB	Advances from the FHLB	55,000		81,198		Advances from the FHLB	—		81,198

Other short-term borrowings	Other short-term borrowings	12,282		14,492		Other short-term borrowings	14,493		14,492
Total	Total	$	121,442	$	182,626	Total	$	88,631	$	182,626

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 Heartland's bank subsidiaries 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-term or long-term purposes under a variety of programs. The amount of short-term borrowings of Heartland was ~~$121.4~~$88.6 million at ~~March 31,~~June 30, 2020, compared to $182.6 million at year-end 2019, a decrease of ~~$61.2~~$94.0 million or ~~34%~~51%.

All of the Heartland bank subsidiaries provide retail repurchase agreements to their customers as a cash management tool, which sweep excess funds from demand deposit accounts into these agreements. 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 ~~$51.9~~$69.3 million at ~~March 31,~~June 30, 2020, compared to $84.5 million at December 31, 2019, a decrease of ~~$32.6~~$15.1 million or ~~39%~~18%.

Heartland renewed its ~~$30.0 million~~ revolving credit line agreement with an unaffiliated bank on June 14, ~~2019.~~2020. This revolving credit line agreement, which has $45.0 million of borrowing capacity, 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 the first ~~three~~six months of 2020, and the outstanding balance was $0 at both ~~March 31,~~June 30, 2020, and December 31, 2019.

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 as of ~~March 31,~~June 30, 2020, and December 31, 2019, in thousands:


		March 31, 2020		December 31, 2019			June 30, 2020		December 31, 2019
Advances from the FHLB	Advances from the FHLB	$	2,806	$	2,835	Advances from the FHLB	$	2,777	$	2,835

Trust preferred securities	Trust preferred securities	145,588		145,343		Trust preferred securities	145,833		145,343

Note payable to unaffiliated bank	Note payable to unaffiliated bank	49,667		51,417		Note payable to unaffiliated bank	47,917		51,417
Contracts payable for purchase of real estate and other assets	Contracts payable for purchase of real estate and other assets	3,768		1,892		Contracts payable for purchase of real estate and other assets	3,756		1,892
Subordinated notes	Subordinated notes	74,321		74,286		Subordinated notes	74,357		74,286

Paycheck Protection Program Liquidity Fund						Paycheck Protection Program Liquidity Fund	31,819		—
Total	Total	$	276,150	$	275,773	Total	$	306,459	$	275,773

As of ~~March 31,~~June 30, 2020, the amount of other borrowings was ~~$276.2~~$306.5 million, an increase of ~~$377,000~~$30.7 million or ~~less than 1%~~11% since year-end 2019.

Each of Heartland's subsidiary banks has been approved by their respective Federal Reserve Bank for the Paycheck Protection Program Liquidity Fund ("PPPLF"), and as of June 30, 2020, $31.8 million was outstanding. Heartland anticipates increased utilization of the PPPLF through the third quarter of 2020 as customers utilize their loan proceeds for payroll and payroll related purposes. Through June 30, 2020, Heartland's subsidiary banks have funded approximately $1.20 billion PPP loans.

Heartland has a non-revolving credit facility with an unaffiliated bank, which provides a borrowing capacity of up to ~~$70.0~~$55.0 million. At ~~March 31,~~June 30, 2020, ~~$49.7~~$47.9 million was outstanding on this non-revolving credit line compared to $51.4 million

outstanding at December 31, 2019. At ~~March 31,~~June 30, 2020, Heartland had ~~$14.8~~$6.5 million available on this non-revolving credit facility, of which no balance was drawn.

A schedule of Heartland's trust preferred securities outstanding excluding deferred issuance costs as of ~~March 31,~~June 30, 2020, is as follows, in thousands:

Amount
Issued

Issuance
Date

Interest
Rate

Interest

Rate as of 3/31/20⁽¹⁾

Maturity
Date

Callable
Date

Amount
Issued

Issuance
Date

Interest
Rate

Interest

Rate as of 6/30/2020⁽¹⁾

Maturity
Date

Callable
Date

Heartland Financial Statutory Trust IV

10,310

03/17/2004

2.75% over LIBOR

3.59%

⁽²⁾

03/17/2034

06/17/2020

Heartland Financial Statutory Trust IV

10,310

03/17/2004

2.75% over LIBOR

3.05%

⁽²⁾

03/17/2034

09/17/2020

Heartland Financial Statutory Trust V

20,619

01/27/2006

1.33% over LIBOR

3.16%

04/07/2036

07/07/2020

Heartland Financial Statutory Trust V

20,619

01/27/2006

1.33% over LIBOR

2.55%

04/07/2036

10/07/2020

Heartland Financial Statutory Trust VI

20,619

06/21/2007

1.48% over LIBOR

2.22%

⁽³⁾

09/15/2037

06/15/2020

Heartland Financial Statutory Trust VI

20,619

06/21/2007

1.48% over LIBOR

1.79%

⁽³⁾

09/15/2037

09/15/2020

Heartland Financial Statutory Trust VII

18,042

06/26/2007

1.48% over LIBOR

3.06%

⁽⁴⁾

09/01/2037

06/01/2020

Heartland Financial Statutory Trust VII

18,042

06/26/2007

1.48% over LIBOR

1.83%

⁽⁴⁾

09/01/2037

09/01/2020

Morrill Statutory Trust I

9,111

12/19/2002

3.25% over LIBOR

4.48%

12/26/2032

06/26/2020

Morrill Statutory Trust I

9,135

12/19/2002

3.25% over LIBOR

3.53%

12/26/2032

09/26/2020

Morrill Statutory Trust II

8,781

12/17/2003

2.85% over LIBOR

3.69%

12/17/2033

06/17/2020

Morrill Statutory Trust II

8,809

12/17/2003

2.85% over LIBOR

3.15%

12/17/2033

09/17/2020

Sheboygan Statutory Trust I

6,550

09/17/2003

2.95% over LIBOR

3.79%

09/17/2033

06/17/2020

Sheboygan Statutory Trust I

6,571

09/17/2003

2.95% over LIBOR

3.25%

09/17/2033

09/17/2020

CBNM Capital Trust I

4,421

09/10/2004

3.25% over LIBOR

3.99%

12/15/2034

06/15/2020

CBNM Capital Trust I

4,434

09/10/2004

3.25% over LIBOR

3.56%

12/15/2034

09/15/2020

Citywide Capital Trust III

6,452

12/19/2003

2.80% over LIBOR

4.57%

12/19/2033

07/23/2020

Citywide Capital Trust III

6,466

12/19/2003

2.80% over LIBOR

3.56%

12/19/2033

10/23/2020

Citywide Capital Trust IV

4,310

09/30/2004

2.20% over LIBOR

3.88%

09/30/2034

05/23/2020

Citywide Capital Trust IV

4,324

09/30/2004

2.20% over LIBOR

2.56%

09/30/2034

08/23/2020

Citywide Capital Trust V

11,804

05/31/2006

1.54% over LIBOR

2.28%

07/25/2036

06/15/2020

Citywide Capital Trust V

11,861

05/31/2006

1.54% over LIBOR

1.85%

07/25/2036

09/15/2020

OCGI Statutory Trust III

2,999

06/27/2002

3.65% over LIBOR

4.87%

⁽⁵⁾

09/30/2032

06/30/2020

OCGI Statutory Trust III

3,000

06/27/2002

3.65% over LIBOR

4.87%

⁽⁵⁾

09/30/2032

09/30/2020

OCGI Capital Trust IV

5,356

09/23/2004

2.50% over LIBOR

3.24%

⁽⁶⁾

12/15/2034

06/15/2020

OCGI Capital Trust IV

5,371

09/23/2004

2.50% over LIBOR

2.81%

⁽⁶⁾

12/15/2034

09/15/2020

BVBC Capital Trust II

7,208

04/10/2003

3.25% over LIBOR

5.01%

04/24/2033

07/24/2020

BVBC Capital Trust II

7,218

04/10/2003

3.25% over LIBOR

3.94%

04/24/2033

10/24/2020

BVBC Capital Trust III

9,092

07/29/2005

1.60% over LIBOR

3.05%

09/30/2035

06/30/2020

BVBC Capital Trust III

9,136

07/29/2005

1.60% over LIBOR

1.91%

09/30/2035

09/30/2020

Total trust preferred costs

145,674

Total trust preferred costs

145,915

Less: deferred issuance costs

(86)

Less: deferred issuance costs

(82)

145,588

145,833

(1) Effective weighted average interest rate as of March 31, 2020, was 4.17% due to interest rate swap transactions on the variable rate securities as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(2) Effective interest rate as of March 31, 2020, was 5.01% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(3) Effective interest rate as of March 31, 2020, was 3.87% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(4) Effective interest rate as of March 31, 2020, was 3.83% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(5) Effective interest rate as of March 31, 2020, was 5.53% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(6) Effective interest rate as of March 31, 2020, was 4.37% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(1) Effective weighted average interest rate as of June 30, 2020, was 3.63% due to interest rate swap transactions on the variable rate securities as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(2) Effective interest rate as of June 30, 2020, was 5.01% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(3) Effective interest rate as of June 30, 2020, was 3.87% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(4) Effective interest rate as of June 30, 2020, was 3.83% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(5) Effective interest rate as of June 30, 2020, was 5.53% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

(6) Effective interest rate as of June 30, 2020, was 4.37% due to an interest rate swap transaction as discussed in Note 7 to Heartland's consolidated financial statements included herein.

CAPITAL REQUIREMENTS

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

The most recent notification from the FDIC categorized Heartland and each of its bank subsidiaries 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 Board's current capital adequacy guidelines for the dates indicated, in thousands. The table also indicates the fully-phased in capital conservation buffer, but the requirements to comply have been extended indefinitely.


		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)				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)
March 31, 2020		13.91		%	12.22		%	10.79		%	9.85		%
June 30, 2020														June 30, 2020	15.16		%	13.34		%	10.87		%	9.95		%
Minimum capital requirement	Minimum capital requirement	8.00		%	6.00		%	4.50		%	4.00		%	Minimum capital requirement	8.00		%	6.00		%	4.50		%	4.00		%
Well capitalized requirement	Well capitalized requirement	10.00		%	8.00		%	6.50		%	5.00		%	Well capitalized requirement	10.00		%	8.00		%	6.50		%	5.00		%
Minimum capital requirement, including fully-phased in capital conservation buffer	Minimum capital requirement, including fully-phased in capital conservation buffer	10.50		%	8.50		%	7.00		%	N/A			Minimum capital requirement, including fully-phased in capital conservation buffer	10.50		%	8.50		%	7.00		%	N/A
Risk-weighted assets	Risk-weighted assets	$	10,212,321		$	10,212,321		$	10,212,321		N/A			Risk-weighted assets	$	10,373,392		$	10,373,392		$	10,373,392		N/A
Average Assets	Average Assets	N/A			N/A			N/A			$	12,670,412		Average Assets	N/A			N/A			N/A			$	13,903,801

December 31, 2019	December 31, 2019	13.75		%	12.31		%	10.88		%	10.10		%	December 31, 2019	13.75		%	12.31		%	10.88		%	10.10		%
Minimum capital requirement	Minimum capital requirement	8.00		%	6.00		%	4.50		%	4.00		%	Minimum capital requirement	8.00		%	6.00		%	4.50		%	4.00		%
Well capitalized requirement	Well capitalized requirement	10.00		%	8.00		%	6.50		%	5.00		%	Well capitalized requirement	10.00		%	8.00		%	6.50		%	5.00		%
Minimum capital requirement, including fully-phased in capital conservation buffer	Minimum capital requirement, including fully-phased in capital conservation buffer	10.50		%	8.50		%	7.00		%	N/A			Minimum capital requirement, including fully-phased in capital conservation buffer	10.50		%	8.50		%	7.00		%	N/A
Risk-weighted assets	Risk-weighted assets	$	10,098,515		$	10,098,515		$	10,098,515		N/A			Risk-weighted assets	$	10,098,515		$	10,098,515		$	10,098,515		N/A
Average Assets	Average Assets	N/A			N/A			N/A			$	12,318,135		Average Assets	N/A			N/A			N/A			$	12,318,135

At ~~March 31,~~June 30, 2020, and December 31, 2019, retained earnings that could be available for the payment of dividends to meet the minimum capital requirements totaled ~~$544.1~~$576.5 million and $533.9 million, respectively. Retained earnings that could be available for the payment of dividends to Heartland from its banks totaled approximately ~~$340.3~~$369.6 million and $331.5 million at ~~March 31,~~June 30, 2020, and December 31, 2019, respectively, under the capital requirements to remain well capitalized. These dividends are the principal source of funds to pay dividends on Heartland's common and preferred stock and to pay interest and principal on its debt.

On June 26, 2020, Heartland issued and sold 4.6 million depositary shares, each representing a 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E. The depositary shares are listed on The Nasdaq Global Select Market under the symbol "HTLFP." If declared, dividends are paid quarterly in arrears at a rate of 7.00% per annum beginning on October 15, 2020. For the dividend period beginning on the first reset date of July 15, 2025, and for dividend periods beginning every fifth anniversary thereafter, each a reset date, the rate per annum will be reset based on a recent five-year treasury rate plus 6.675%. The earliest redemption date for the preferred shares is July 15, 2025. Dividends payable on common shares are subject to quarterly dividends payable on these outstanding preferred shares at the applicable dividend rate. The net proceeds of $110.7 million are expected to be used for general corporate purposes, which may include organic and acquired growth, financing investments, capital expenditures, investments in wholly-owned subsidiaries as regulatory capital and repayment of debt.

On February 11, 2020, Heartland announced its entry into a definitive merger agreement for the ~~planned~~ acquisition of AIM Bancshares, Inc. AimBank, the wholly-owned subsidiary of AIM Bancshares, Inc. had ~~$1.82~~$1.95 billion in assets as of ~~March 31,~~June 30, 2020. ~~With~~The issuance of preferred equity in the ~~completion~~second quarter of ~~this pending acquisition, Heartland is expected~~2020 will ensure that regulatory capital ratios remain strong after the closing of the AIM Bancshares, Inc. transaction, which will trigger the Collins Amendment to ~~exceed $15.0 billion~~the Sarbanes-Oxley legislation resulting in ~~assets, and Heartland will no longer be able to include its~~$145 million of trust preferred securities aslosing Tier 1 ~~Capital. However, Heartland expects to remain well-capitalized under all regulatory capital ratio requirements after its assets exceed $15.0 billion.~~Capital treatment.

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.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS ~~AND OFF-BALANCE SHEET ARRANGEMENTS~~

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. Heartland's bank subsidiaries 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 are conditional commitments issued by Heartland's bank subsidiaries 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 ~~March 31,~~June 30, 2020, and December 31, 2019, commitments to extend credit aggregated ~~$2.78~~$3.07 billion and $2.97 billion, respectively. Standby letters of credit aggregated ~~$74.3~~$72.4 million at ~~March 31,~~June 30, 2020, and $79.5 million at December 31, 2019.

Contractual obligations and other commitments were disclosed in Heartland's Annual Report on Form 10-K for the year ended December 31, 2019. There have been no material changes to Heartland's contractual obligations and other commitments since that report was filed.

Heartland continues to explore opportunities to expand the size of its independent community banks. In the current banking industry environment, Heartland seeks these opportunities for growth through acquisitions. Heartland is primarily focused on possible acquisitions in the markets it currently serves, in which there would be an opportunity to increase market share, achieve efficiencies and provide greater convenience for current customers. However, Heartland may also pursue acquisitions in areas outside of its current geographic footprint. Future expenditures relating to expansion efforts, in addition to those identified above, cannot be estimated at this time.

Derivative Financial Instruments

~~Through PrimeWest Mortgage Corporation,~~ Heartland enters 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 these loans. 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 interest rate changes on the commitments to fund these loans and on the residential mortgage loans held as available for sale. See Note 7 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information on Heartland's derivative financial instruments.

LIQUIDITY

Liquidity refers to Heartland's 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. For COVID-19 trends and uncertainties impacting Heartland’s liquidity, see the discussion of "Capital and Liquidity" under Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

At ~~March 31,~~June 30, 2020, Heartland had ~~$239.7~~$453.6 million of cash and cash equivalents, time deposits in other financial institutions of ~~$3.6~~$3.1 million and securities carried at fair value of ~~$3.49~~$4.13 billion.

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.

Heartland's short-term borrowing balances are dependent on commercial cash management and smaller correspondent bank relationships and, as a result, will normally fluctuate. Management believes these balances, on average, to be stable sources of funds; however, Heartland intends to rely on deposit growth and additional FHLB borrowings as needed in the future.

Additional funding is provided by long-term debt and short-term borrowings. In the event of short-term liquidity needs, Heartland's banks may purchase federal funds from each other or from correspondent banks and may also borrow from the Federal Reserve Bank. As of ~~March 31,~~June 30, 2020, Heartland had ~~$121.4~~$88.6 million of short-term borrowings outstanding.

As of ~~March 31,~~June 30, 2020, Heartland had ~~$276.2~~$306.5 million of long-term debt outstanding, and it is an important funding source because of its multi-year borrowing structure. Additionally, the subsidiary banks' FHLB memberships give them the ability to borrow funds for short-term and long-term purposes under a variety of programs. At ~~March 31,~~June 30, 2020, Heartland had ~~$1.67~~$1.59 billion of borrowing capacity under these programs. Under the PPPLF, Heartland had $1.12 billion of borrowing capacity as of June 30, 2020. Additionally, at ~~March 31,~~June 30, 2020, Heartland had ~~$490.2 million~~$1.53 billion of borrowing capacity at the Federal Reserve ~~Bank's~~Banks' discount window.

Each of Heartland's subsidiary banks has been approved by their respective Federal Reserve bank for the Paycheck Protection Program Liquidity Fund ("PPPLF") and access to the PPPLF has been tested. Heartland anticipates increased utilization of the PPPLF through the third quarter of 2020 as customers utilize their loan proceeds for payroll and payroll related purposes. Through early May 2020, Heartland's subsidiary banks received SBA approval for approximately 4,600 PPP loans totaling $1.18 billion, of which approximately 4,400 or $1.16 billion have been closed and funded.

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 paid by its bank subsidiaries and the issuance of debt and equity securities. Heartland has a revolving credit agreement and non-revolving credit line with an unaffiliated bank, which ~~was~~is renewed annually, most recently on June 14, ~~2019.~~2020. Heartland's revolving credit agreement has ~~$30.0~~$45.0 million of maximum borrowing capacity, of which none was outstanding at ~~March 31,~~June 30, 2020. At ~~March 31,~~June 30, 2020, ~~$14.8~~$6.5 million was available on the non-revolving credit line. These credit agreements contain specific financial covenants, all of which Heartland complied with as of ~~March 31,~~June 30, 2020.

The ability of Heartland to pay dividends to its stockholders is dependent upon dividends paid to Heartland by its subsidiaries. The bank subsidiaries are subject to statutory and regulatory restrictions on the amount they may pay in dividends. To maintain acceptable capital ratios at Heartland's bank subsidiaries, certain portions of their retained earnings are not available for the payment of dividends.

ITEM 3. 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 accepting deposits. Interest rate risk measures the impact on earnings from changes in interest rates and the effect on the current fair market values of Heartland's assets, liabilities and off-balance sheet contracts. Heartland's objective is to measure this risk and manage its 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 the first ~~three~~six months of 2020.

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 one) and a rate shock (year two 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 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 ~~March 31,~~June 30, 2020, and ~~March 31,~~June 30, 2019, provided the following results, in thousands:


		2020						2019							2020				2019
		Net Interest Margin		% Change From Base		Net Interest Margin		% Change From Base			Net Interest Margin		% Change From Base		Net Interest Margin		% Change From Base
Year 1	Year 1									Year 1
Down 100 Basis Points	Down 100 Basis Points	$	426,450	(2.20)	%	$	400,843	(3.30)	%	Down 100 Basis Points	$	440,176	(0.92)	%	$	414,461	(3.28)	%
Base	Base	$	436,047	—	%	$	414,540	—	%	Base	444,243		—		428,520		—
Up 200 Basis Points	Up 200 Basis Points	$	455,706	4.51	%	$	437,779	5.61	%	Up 200 Basis Points	468,051		5.36		455,185		6.22
Year 2	Year 2									Year 2
Down 100 Basis Points	Down 100 Basis Points	$	394,839	(9.45)	%	$	382,215	(7.80)	%	Down 100 Basis Points	394,839		(11.12)		385,037		(10.15)
Base	Base	$	417,950	(4.15)	%	$	416,785	0.54	%	Base	442,038		(0.50)		425,238		(0.77)
Up 200 Basis Points	Up 200 Basis Points	$	466,853	7.06	%	$	464,301	12.00	%	Up 200 Basis Points	508,018		14.36		483,672		12.87

Heartland uses derivative financial instruments to manage the impact of changes in interest rates on its future interest income or interest expense. Heartland is exposed to credit-related losses in the event of nonperformance by the counterparties to these derivative instruments but believes it has 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 7 to the consolidated financial statements included in this Quarterly Report on Form 10-Q.

Heartland enters into financial instruments with off balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. 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 funds 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 subject to specified terms and conditions. These commitments to extend credit and standby letters of credit are not recorded on the consolidated balance sheet until the loan is made or the letter or credit is issued.

ITEM 4. CONTROLS AND PROCEDURES

Based on an evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, under the supervision and with the participation of Heartland's management, including its Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer have concluded that:

•Heartland's disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) were effective.

•During the ~~quarter~~three months ended ~~March 31,~~June 30, 2020, there have been no changes in Heartland's internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect, Heartland's internal ~~control over financial reporting other than the adoption of internal~~ controls over financial ~~reporting due to the implementation of FASB ASU-2016-13,~~ ~~"Financial Instruments: Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,"~~ ~~as amended and commonly referred to as CECL.~~reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which Heartland or its subsidiaries are a party 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 1A. RISK FACTORS

There have been no material changes in the risk factors applicable to Heartland from those disclosed in Part I, Item 1A. ~~“Risk Factors”~~"Risk Factors" in Heartland's 2019 Annual Report on Form 10-K, ~~with the exception of the addition of the following risk factors:~~except as described below:

The ongoing COVID-19 pandemic and measures intended to prevent its spread could ~~have a material adverse effect on Heartland's~~adversely affect our business ~~results of operation and~~activities, financial condition, and results of operations and such effects will depend on future developments, which are highly uncertain and difficult to predict.

Global health concerns related to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have negatively impacted the macroeconomic environment, and the pandemic has significantly increased economic uncertainty and abruptly reduced economic activity. The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, including the declaration of a federal National Emergency; multiple cities’ and states’ declarations of states of emergency; school and business closings; limitations on social or public gatherings and other social distancing measures, such as working remotely; travel ~~bans and~~ restrictions, quarantines and shelter-in-place ~~orders and business limitations and shutdowns.~~orders. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business ~~spending.~~ spending, borrowing needs and saving habits. Governmental authorities worldwide have taken unprecedented measures to stabilize markets and support economic growth. To that end, the President, Congress, and various federal agencies and state governments have taken measures to address the economic and social consequences of the pandemic, including the passage of the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), and the Main Street Lending Program. The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance. There can be no assurance, however, that the steps taken by the worldwide community or the U.S. government will be sufficient to address the negative economic effects of COVID-19 or avert severe and prolonged reductions in economic activity.

The pandemic has adversely impacted and could potentially further adversely impact ~~Heartland's~~our workforce and operations, and the operations of its customers and business partners. In particular, ~~Heartland~~we may experience adverse financial consequences due to a number of factors, including, but not limited to:

•increased credit losses due to financial strain on ~~its~~our customers as a result of the pandemic and governmental actions, specifically on loans to borrowers in the lodging, retail trade, restaurant and bar, nursing home/assisted living, oil and gas, childcare facilities, and gaming industries, and loans to borrowers that are secured by multi-family properties or retail real estate; increased credit losses would require us to increase our provision for credit losses and net charge-offs;

•declines in collateral ~~values;~~values

•a further and sustained decline in our stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause management to perform impairment testing on its goodwill or core deposit and customer relationships intangibles that could result in an impairment charge being recorded for that period, which would adversely impact our results of operations and the ability of certain of our bank subsidiaries to pay dividends to us;

•disruptions if a significant portion of ~~Heartland’s~~our workforce is unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic; ~~Heartland has~~we have modified ~~its~~our business practices, including restricting employee travel, and implementing work-from-home arrangements, and it may be necessary for ~~Heartland~~us to take further actions as may be required by government authorities or as ~~Heartland determines are~~we determine is in the best interests of ~~its~~our employees, customers and business partners; there is no certainty that such measures will be sufficient to mitigate the risks posed by COVID-19 or will otherwise be satisfactory to government ~~authorities.~~authorities;

•the negative effect on earnings resulting from the Banks modifying loans and agreeing to loan payment deferrals due to the COVID-19 crisis;

•increased demand on ~~Heartland’s~~our liquidity as ~~it meets~~we meet borrowers’ needs and ~~covers~~cover expenses related to the pandemic management plan;

•reduced liquidity may negatively affect ~~Heartland’s~~our capital and leverage ratios, and although not currently contemplated, reduce or force suspension of dividends;

•third-party disruptions, including negative effects on network providers and other suppliers, which have been, and may further be, affected by, stay-at-home orders, market volatility and other factors that increase their risks of business disruption or that may otherwise affect their ability to perform under the terms of any agreements with ~~Heartland~~us or provide essential services;

•increased cyber and payment fraud risk due to ~~increased~~increase online and remote ~~activity;~~activity, and

•other operational failures due to changes in ~~Heartland's~~our normal business practices because of the pandemic and governmental actions to contain it.

These factors may remain prevalent for a significant period of time and may continue to adversely affect ~~Heartland's~~our business, results of operations and financial condition even after the COVID-19 pandemic has subsided.

~~Governmental authorities worldwide have taken unprecedented measures to stabilize economic~~Additionally, the COVID-19 pandemic has significantly affected the financial markets and ~~support~~has resulted in a number of Federal Reserve actions. Market interest rates have declined significantly. In March 2020, the Federal Reserve reduced the target federal funds rate, and in June 2020, it announced that the low rate would be maintained through 2022. The Federal Reserve also announced a $700 billion quantitative easing program in response to the expected economic ~~growth.The success of~~downturn caused by the COVID-19 pandemic. In addition, the Federal Reserve reduced the interest that it pays on excess reserves. We expect that these ~~measures is unknown, and they may not be sufficient to address the negative economic effects of COVID-19 or avert severe and prolonged~~ reductions in ~~economic activity.~~interest rates, especially if prolonged, could adversely affect our net interest income and margins and our profitability. The Federal Reserve also launched the Main Street Lending Program, which will offer deferred interest on four-year loans to small and mid-sized businesses. The full impact of the COVID-19 pandemic on our business activities as a result of new government and regulatory policies, programs and guidelines, as well as market reactions to such activities, remains uncertain.

~~Heartland's~~Our subsidiary banks ("(collectively, the ~~Banks"~~"Banks") are participating lenders in the ~~PPP,~~Paycheck Protection Program ("PPP"), a loan program administered through the ~~SBA,~~Small Business Administration (“SBA”) that was created under the CARES Act to help eligible businesses, organizations and self-employed persons fund their operational costs during the

COVID-19 pandemic. Under this program, the SBA guarantees 100% of the amounts loaned under the ~~PPP.~~PPP, and borrowers are eligible to apply to the FDIC for forgiveness of their PPP loan obligations. The PPP opened on April 3, 2020; however, because of the short window between the passing of the CARES Act and the opening of the PPP, there iswas some initial ambiguity in the laws, rules and guidance regarding the operation of the PPP, which ~~exposes~~exposed Heartland and the Banks to risks relating to noncompliance with the PPP. For instance, other financial institutions have experienced litigation related to their process and procedures used in processing applications for the PPP. Under the PPP, lending banks are generally entitled to rely on borrower representations and certifications of eligibility to participate in the program, and lending banks may also be held harmless by the SBA in certain circumstances for actions taken in reliance on borrower representations and certifications. The PPP was modified on June 5, 2020, with the adoption of the Paycheck Protection Program Flexibility Act (the "PPFA"). The PPFA increased the amount of time that borrowers have to use PPP loan proceeds and apply for loan forgiveness and made other changes to make the program more favorable to borrowers. Notwithstanding the foregoing, the Banks have been, and may continue to be, exposed to credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced. If a deficiency is identified, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Banks.

~~Heartland and the Banks'~~The Banks’ participation in and execution of these and other measures taken by governments and regulatory authorities in response to the COVID-19 pandemic could result in reputational harm and has resulted in, and may continue to result in, litigation, including class actions, or regulatory and government actions and proceedings. Such actions may result in judgments, settlements, penalties and fines levied against Heartland and the Banks.

~~Heartland's current period results of operations are not necessarily indicative of results that may be expected for any other interim period or for the year as a whole. While~~In addition, while the COVID-19 ~~outbreak~~pandemic had a material impact on the provision for credit losses, ~~Heartland is~~we are unable to fully predict the impact that COVID-19 will have on ~~its~~the credit quality of the loan portfolios of the Banks and any acquired banks, our financial position and results of operations due to numerous uncertainties. ~~Heartland~~We will continue to assess the potential impacts on ~~its~~the credit quality of the loan portfolios of the Banks and any acquired banks, our financial position and results of operations.

The extent to which the COVID-19 pandemic impacts ~~Heartland's~~our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, ~~Heartland~~we may continue to experience materially adverse impacts to ~~its~~our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on liquidity and any recession that has occurred or may occur in the future.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change. ~~Heartland does~~We do not yet know the full extent of the impacts on ~~its~~our business, operations or the economy as a whole. However, the effects could have a material impact on ~~Heartland's~~our results of operations and heighten many of the known risks described in this Quarterly Report on Form 10-Q and in the "Risk Factors" section of the Annual Report on Form 10-K for the year ended December 31, 2019.

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 frompaying 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 and preferred stock and to pay interest and principal on our debt. Dividends payable on common shares are also subject to quarterly dividends payable on outstanding preferred shares at the applicable dividend rate.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 17, 2020, Heartland's board of directors authorized management to acquire and hold up to 5% of capital or ~~$77.7~~$81.8 million as of ~~March 31,~~June 30, 2020, as treasury shares at any one time. Heartland and its affiliated purchasers made no purchases of its common stock during the quarter ended ~~March 31,~~June 30, 2020.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibits


~~2.1~~		~~Agreement and Plan of Merger between Heartland Financial USA, Inc. and AIM Bancshares, Inc. dated February 11, 2020.~~ (~~incorporated by reference to Exhibit 2.4 to the Registrant's Annual Report on Form 10-K filed on February 26, 2020).~~

~~31.1~~	⁽¹⁾	~~Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.~~

~~31.2~~	⁽¹⁾	~~Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.~~

~~32.1~~	⁽¹⁾	~~Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~	⁽¹⁾	~~Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101~~		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 Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to Consolidated Financial Statements.
~~104~~		~~Cover page formatted in Inline Extensible Business Reporting Language~~


3.1		Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, filed with the Secretary of State of the State of Delaware and effective June 25, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on June 26, 2020)

4.1		Form of certificate representing the 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on June 26, 2020)

4.2		Deposit Agreement, dated June 26, 2020, by and among Heartland Financial USA, Inc., Broadridge Corporate Issuer Solutions, Inc. and the holders from time to time of Depositary Receipts described therein (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed on June 26, 2020)

4.3		Form of Depositary Receipt representing Depositary Shares (included as Exhibit A to Exhibit 4.2)

10.1	(1)	Amendment to Business Loan Agreement dated June 14, 2019

10.2	(1)	Promissory Note Revolving L OC dated June 14, 2020

10.3	(1)	Promissory Note Non- Revolving LOC dated June 14, 2020

10.4		Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Annex A to the Registrant's Definitive Proxy Statement filed on April 6, 2020)

31.1	⁽¹⁾	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.

31.2	⁽¹⁾	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.

32.1	⁽¹⁾	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	⁽¹⁾	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		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 Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Equity, and (vi) the Notes to Consolidated Financial Statements.
104		Cover page formatted in Inline Extensible Business Reporting Language

______________

(1) Filed or furnished herewith.

SIGNATURES

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


HEARTLAND FINANCIAL USA, INC.
(Registrant)


/s/ Bruce K. Lee
By: Bruce K. Lee
President and Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)


/s/ Bryan R. McKeag
By: Bryan R. McKeag
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)


/s/ Janet M. Quick
By: Janet M. Quick
Executive Vice President and Deputy Chief Financial Officer
(Principal Accounting Officer and Duly Authorized Officer)

Dated: ~~May 8,~~August 6, 2020


Part I
Item 1.			Financial Statements
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3.			Quantitative and Qualitative Disclosures About Market Risk
Item 4.			Controls and Procedures
Part II
Item 1.			Legal Proceedings
Item 1A.			Risk Factors
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.			Defaults Upon Senior Securities
Item 4.			Mine Safety Disclosures
Item 5.			Other Information
Item 6.			Exhibits


Industry	Total Exposure⁽¹⁾		% of Gross Exposure⁽¹⁾
Lodging	$	498,596	4.47	%
Multi-family properties	436,931		3.92
Retail real estate	408,506		3.66
Retail trade	367,764		3.30
Restaurants and bars	247,239		2.22
Nursing homes/assisted living	126,267		1.13
Oil and gas	56,302		0.50
Childcare facilities	48,455		0.43
Gaming	34,790		0.31

(1) Total loans outstanding and unfunded commitments


	Three Months Ended March 31,
	2020		2019
Provision for credit losses-loans	$	19,865	$	1,635
Provision for credit losses-unfunded commitments⁽¹⁾	1,616		—
Provision for credit losses-held to maturity securities⁽²⁾	39		—
Total provision expense	$	21,520	$	1,635

(1) Prior to the adoption of ASU 2016-13, the provision for unfunded commitments was immaterial, and therefore prior periods are not presented.
(2) Prior to the adoption of ASU 2016-13, there was no requirement to record provision for credit losses for held to maturity securities.