annual report of holding companies-fr y-6/media/others/banking/... · 2016-07-01 · board of...

[[] Board of Governors of the Federal Reserve System

COPY FR Y-6 OMB Number 7100-0297 Approval expires September 30, 2018 Page 1 of2

Annual Report of Holding Companies-FR Y-6

Report at the close of business as of the end of fiscal year

This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844 (c)(1)(A)); Section 8(a) of the International Banking Act (12 U.S.C. § 3106(a)); Sections 11(a)(1), 25 and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1), 602, and 611a); Section 211.13(c) of Regulation K (12 C.F.R. § 211.13(c)); and Section 225.5(b) of Regulation Y (12 C.F.R. § 225.5(b)) and section 1 O(c)(2)(H) of the Home Owners' Loan Act. Return to the appropriate Federal Reserve Bank the original and the number of copies specified.

NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report.

I, Lynn B. F u ller Name of the Holding Company Director and Official

Chief Executive Officer Title of the Holding Company Director and Official

attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been prepared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.

With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatme

· accordance with the Board's

"Rules Regarding Ava1 ility of Inti ation," 12 C.F.R. Part 261, t t the Reporter filJJt in · id onsent to public release of all de ·is in the report cernin that dividual.

This report form is to be filed by all top-tier bank holding companies and top-tier savings and loan holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifying foreign banking organization under Section 211.23 of Regulation K (12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or sponsor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid OMB control number.

Date of Report (top-tier holding company's fiscal year-end):

December 31, 2015 Month I Day I Year

NONE Reporters Legal Entity Identifier (LEI) (20-Character LEI Code)

Reporter's Name, Street, and Mailing Address

Heartland Financial USA, Inc. Legal Title of Holding Company

1398 Central Avenue (Malling Address of the Holding Company) Street I P.O. Box

Dubuque IA 52001 -------

City State Zip Code

Physical Location (if different from mailing address)

Person to whom questions about this report should be directed: Kimberly K. O'Brien SVP of Finance Name

563-589-1995 Area Code I Phone Number I Extension

563-589-1951 Area Code I FAX Number

[email protected] E-mail Address

www.htlf.com

Title

--------------·-------------

Indicate stat of Annual Report to Shareholders:

0 is included with the FR Y-6 report 0 will be sent under separate cover 0 is not prepared

For Federal Reserve Bank Use Only

RSSDID C.I. ---------

Address (URL) for the Holding Company's web page

Does the reporter request confidential treatment for any portion of this submission?

D Yes Please identify the report items to which this request applies:

�No

D In accordance with the instructions on pages GEN-2 and 3, a letter justifying the request is being provided.

D The information for which confidential treatment is sought is being submitted separately labeled "Confidential."

Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response, with an average of 5.25 hours per response. including time to gather and

maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of Information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551, and to the Office of Management and Budget, Paperwork Reduction Project (7100-0297), Washington, DC 20503.

12/2015

http:www.htlf.commailto:[email protected]

HEARTLAND FINANCIAL & SUBSIDIARIES

Orgaruzaoonal Chart December 31, 201 S

( 100% owned unless mdJcated) Enttties located in Iowa are Incorporated in Iowa, unless otherwise noted

Enttties located m Illmois are Incorporated m Illmois Ento:ies located m Wisconsm are lncorporatsd in WJSConsm. unless otherwr;e noted

Entities located m New MeXJCo are Incorporated in New Mexico, unless otherwise noted Enttties located m Arizona are Incorporated in Anzooa

Entrties located In Montana are Incorporated in Montana Enttties located m Colorado are Incorporated in Colorado

Entitles located m Mmnesota are Incorporated in Mmnesota Entnies located m Cabfumia are Incorporated in Cabfu11113

Enttties located m Kamas are Incorporated in Kamas, unless otherwise noted

(All entities do not have a LEI)

Heartland F1Danc1al USA, Inc.

Dubuque, IA

Dubuque Bank and Trust Company Dubuque, IA, USA

Heartland Fmanctal USA, Inc Insurance Services

Dubuque, IA, USA (Incorporated ID Delaware)

DB&T Insurance, Inc. Dubuque, IA, USA

DB&T Community Development Corporation

Dubuque, IA, USA

New Mexico Bank & Trust

Albuquerque, NM, USA

Arizona Bank & Trust

Phoentx, AZ, USA

Summit Bank & Trust

Broomfield, CO, USA

C1t1zens Fmance Parent Co

Dubuque, IA, USA

Citizens Finance Co.

Dubuque, IA, USA

Citizens Finance oflllmo1s Co.

Loves Park, IL, USA

Heartland F1Danc1al Statutory Trust IV

Dubuque, IA, USA

Heartland F1Danc1al Statutory Trust V Dubuque, IA, USA

Heartland Financial Statutory Trust VII

Dubuque, IA. USA

Morrill Statutory Trust I

Merriam, KS USA - (Incorporated ID Connecticut)

CBNM Capital Trust I

Santa Fe, NM, USA (Incorporated ID Delaware)

l111Do1s Bank & Trust Rockford, IL, USA

Wtsconsm Bank & Trust

Madison, WI, USA

Rocky Mountain Bank

B1lhngs, MT, USA

MIDnesota Bank & Trust

EdlDa, MN, USA

Premier Valley Bank

Fresno, CA, USA

Heatland F1Danc1al Statutory Trust VI Dubuque, IA, USA

BluePath F1Dance LLC, San Francisco, CA, USA Ownership Percentage 20% - Heartland is a non-managing partner

The Morrill & Janes Bank and Trust Company

Merriam, KS, USA

Mornll Statutory Trust II

Merriam, KS, USA - (Incorporated in Connecticut)

Sheboygan Statutory Trust I

Sheboygan, WI, USA (Incorporated m Connecticut)

R1tS11tt5: A. Ust of branches for your hold int company: HEARTLAND flNANCIA.l USA, INC, (12.06546) of DUBUQUE, IA. The dat1 ue ,., of U/31/'1015, OH1 reftKtS lt1formation that wasrKelvedilnd pfOCMS.d throuahOl/07/'l016.

Recondl!.tlon •nd Vtrtfk1Uan Steps

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O< fuOServke 3186633 6201 RIVERSlOE Pl.AZA lANE BRANCH

7021 JEFHRSON STREET NORTHEAST

FuUService 3186615 BRANCH

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FR Y-6

Heartland Financial USA, Inc. Dubuque, Iowa

Fiscal Year Ending December 31, 2015

Report Item 3: SecuritJes Holders

Current Securities Holders with ownership, control or holdings of 5% or more with power to vote as of fiscal year ending 12-31-2015

Securities Holders not listed in 3(1 )(a) through (3)(1 )(c) that had ownership, control or holdings of 5% or more with power to vote during the fiscal year ending 12-31-2015

(1 )(a) (1)(b)

Country of Name & Address (City, State, Citizenship or Country) Incorporation

None

(1 )(c) Number and Percentage of Each Class of Voting Securities

(2)(a) (2)(b)

Country of Name & Address Citizenship or

(City, State, Country) Incorporation

1) Lynn B. Fuller USA

Dubuque, IA

(2)(c) Number and Percentage of Each Class of Voting Securities

Shares Held: 1,041,976 Common Stock

Percentage of Voting:4.6%

Options: 10, 000 Shares Common Stock-0.04% voting

Restricted Stock Units:

Performance: 11,387 0.05% Voting Time: 24,475 0.10% Voting

I

Report Item 4: Insiders

(1), (2), (3)(a)(b)(c), and (4)(a)(b)(c)

. (!)Names & Address (2) Principal (3)(a) Title & (City, State, Country) Occupation if Position with

other than with Bank Holding Bank Holding Company

Company

· .. .

Mark C. Falb Chain11an & Director, Vice Dubuque, IA CEO Chainnan

Lynn B. Fuller None Director, Dubuque, IA Chainnan

President & CEO

Form FR Y-6 Heartland Financial USA, Inc.

Fiscal Year Ending December 31, 2015 Public Volume

(3)(b) Title & Position with (3)(c) Title & Position Subsidiaries (include names of with Other Businesses

subsidiaries) (include names of other businesses

Director, Chainnan -DB&T Chairman & CEO Director-DB8cT Insurance, Inc. Westmark EnterJJrises,

Director-·citizens Finance Parent Co., Inc. and Kendall/Hunt Citizens Finance Co., and Citizens Publishing Co.

Finance of Illinois Co. Director-DB&T Community

Development Corp

Director, Vice Chainnan -DB&T Director-Wisconsin Battle & Trust NA

Director-New Mexico Battle & Trnst Director-Arizona Bank & Trnst Director-Rocky Mountain Bank Director-Summit Bank & Trnst

Director -Minnesota Bank & Trust Director-Morrill & Janes Bank and

Tntst Director-Premier Valley Bank

Pres. & Director-DB&T Ins., Inc.

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(4)(a) (4)(b) (4)(c) List names of Percentage of Percentage of other companies

Voting Voting Shares in (includes Shares in Subsidiaries partnerships) if25%

Bank (include names or more of voting Holding of subsidiaries) securities are held

Company (List names of cornpanies and

percentage of voting securities held)

See Attached List < 1% None

Shares Held: Lynn B. Fuller See Attached List 1,041,976 Dubuque, IA

Common Stock Percentage of Voling: 4.6%

Options: 10,000 Shares Common stock 0.04% voting

I

(I) Names & Address c2) Principal (3)(a) Tille & (3)(b) Title & Position with (3)(c) Tille & Position (4)(a) (4)(b) (4)(c) List names of (City, Stale, Country) Occupation if Position with Subsidiades (include names of with Other Businesses Percentage of Percentage of other co111panies

other than with Bank Holding subsidiaries) (include names of Voling Voting Shares in (includes Bank Holding Company other businesses Shares in Subsidiaries partnerships) if25%

Company Bank (include names or more of voting . . Holding ofsubsiDircctor-DB&T Insurance, Inc. Director-DB&T Community

Development Corp

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(J) Names & Address (2) Pdilcipal (3)(a) Title & (3)(b) Title & Position with (3)(c) Title & Position (4)(a) (4)(b) (4)(c) List names of (City, State, Country). Occupation if Position with Subsidiaries (include names of with Other Businesses Percentage of Percentage of other c01npanies

other than with BankHolding snbsidiaries) (include names of Voting Voting Shares in (includes BankHolding Company other businesses Shares in Subsidiaries pmtnerships) if25%

Company Bank (include names . or more of voting Holding of subsidiaries) securities are held

Company (List names of co1npanies and

percentage of voting '

. securities held)

John W. Cox Jr. Attorney Director Director-Illinois Bank & Trnst Attorney at Law, See Attached List Galena, IL Galena, IL

(1) Names & Address (2) Piincipal (3)(a) Title & (3)(b) Title & Position with (3)(c) Title & Position (4)(a) (4)(b) (4)(c) List names of (City, Stale; Country) Occupation if Position with Subsidiaries (include names of with Other Businesses Percentage of Percentage of other companies

other than with Bank Holding subsidiaries) (inclnde names of Voting Voting Shares in (includes Bank Holding Company other businesses Shares in Subsidiaries partnerships) if25%

Company Bank (include names or more of voting Holding of subsidiaries) securities arc held

Company (List names of c01npanies and


Bryan R. McKeag NA EVP, CFO Director & Treasurer-Hearlland NA Corporate Secretary

Mark Murtha NA EVP, Htunan EVP -Human Resources NA

Organizational Development

Rod Sloan NA EVP, Chief Risk EVP-Risk NA

.

(J) Names.& Address (2) Principal (3)(a) Title & (3)(b) Title & Position with (3)(c) Title.& Position (4)(a) (4)(b) (4)(c) List names of (City, State, Countty) Occppatian.if Position with ·Subsidiaries .(include names of with Othei· Businesses Percentage of Percentage of olher cornpanies

other than with I Bank Holding subsidiaries) (include names of Voting Voting Shares in (includes Bank Holding Company other businesses Shares in Subsidiaries partnerships) if25%

Cmnpany Bank (include names or more of voting Holding of subsidiaries) securities are held

Company (List names of c01npanies and


Bn1ce Relunke NA EVP, Wealth EVP -Dubuque Bank & Trnst NA Manage1nent Family Wines Director

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Form FR Y-6

Heartland Financial USA, Inc.

Fiscal Year Ending December 31, 2015

(1) Names & Addresses (City, State, (4)(c) List names of other companies Country) (include partnerships) if25% or more of

voting securities are held (List names of companies and percentage of voting securities held)

Mark C. Falb See attached detail Dubuque, IA, USA Lynn B. Fuller Fuller Family Farms - 50% Dubuque, IA LBF Heartland Partnership LLLP -90% John K. Schmidt Floorshow- 28% Dubuque, IA, USA American Flooring Outlet-28%

Palle Corp -50%

James F. Conlan B & C, LLC-100% Chicago, IL,USA B&C, LLC owns Iowa farm land

Conlan Land Development LLC -100% Conlan Land Development, LLC owns residential development land in Fountain Hills, AZ

Bimini Technologies, LLC. I own 30% of the equity in Bimini and Bimini owns 100% of Kerastem, LLC and 100% of Puregraft, LLC. Bimini Technologies, LLC and its subsidiaries are biomedical device and technology companies.

Thomas L. Flynn Flynn Ready Mix, Inc. -25% Epworth, IA, USA John vV. Cox Jr. McJoyce, Inc. - 50% Galena, IL, USA Duane E. White Polihua Holdings, LLC (50%) Minneapolis, :tvJN, USA Lanai Coffee, LLC (50%)

Aveus, LLC (49%) Kurt M. Saylor Saylor Insurance, Inc. - 50% ownership Sabetha, KS, USA Sabetha, KS Douglas J. Horstmann Horstmann Family Farm L.L.C. - 50% Dubuque, IA, USA ownership Rick 0. Terry Terry Family Vineyard Holdings LLC - 100% Dubuque, IA, USA Terry Family Wines, LLC - 100%

1

Mark C. Falb Company Ownership 25% or.More 2015

Company Name and Address

Kendall Hunt Publishing Company

4050 Westmark Drive Dubuque, IA 52002

Westmark Enterprises, Inc.


Falb Family Charitable Foundation


MCF Investments, LLC


Westmark Dev. Co. of North Carolina


NexTec, Inc.


Westmark Land Company


Westmark Construction Company, Inc.


Westmark Land Company of Florida


Ownership

MCF Rev Tr & CBFTr 1141.6765%

MCF Rev Trust 100%

Cqntrolled 100%

MCF Rev Trust 100%

MCF Rev Trust 54.55%

MCF Rev Trust 50%

MCF Rev Trust 25%


MCF Rev Trust 50%

Palm Island Plantation, LLC


Palm Island Plantation Realty, Inc.


Signature Kitchens of Vero Beach, LLC


Westmark Land Company of Montana, LLC


Westmark of Wisconsin, LLC


Signature Interiors of Cardinal Drive, LLC


Bypass Publishing, LLC


Sapphire Valley Rental Co, LLC 4050 Westmark Drive Dubuque, IA 52002

Sapphire Valley Real Estate Co, LLC


Westmark Construction Co NC, LLC



MCF Rev Trust 50%


MCF Rev Trust 50%

MC F Rev Trust 100%

MCF Rev Trust 25.5%

MCF Rev Trust 51 %

MCF Rev Trust 30%

MCF Rev Trust 30%

MCF Rev Trust 50%

FR Y-6 Cover PageReport Item 2a: Organization ChartReport Item 2b: Domestic Branch ListingReport Item 3: Securities HoldersReport Item 4: Insiders