8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 23, 2015

Heartland Financial USA, Inc.

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-15393

Delaware	42-1405748
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

1398 Central Avenue

Dubuque, Iowa 52001

(Address of principal executive offices)

(563) 589-2100

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

xWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On July 23, 2015, J. Mike McGowan, CEO of Premier Valley Bank (OTC Markets PVLY) issued a press release and distributed a shareholder report announcing its second quarter and first half 2015 financial results. A copy of the press release is attached as Exhibit 99.1 and a copy of the shareholder report is attached as Exhibit 99.2.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

99.1 Press Release dated July 23, 2015.

99.2 Shareholder Report dated July 23, 2015

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 hereunto duly authorized.

Date: July 24, 2015	HEARTLAND FINANCIAL USA, INC.
	By:	/s/ Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer

EX-99.1

FOR IMMEDIATE RELEASE

Contact: J. Mike McGowan

President and CEO

559.438.2002

Premier Valley Bank Announces Second Quarter and First Half 2015 Financial Results

FRESNO, CALIFORNIA…July 23, 2015 … Premier Valley Bank (OTC Markets PVLY) today announced its second quarter and first half 2015 financial results. Earnings for the second quarter of 2015 were $2.1 million, or $.17 per share, compared to $2.2 million, or $.18 per share, for the first quarter of 2015, and $1.8 million, or $.14 per share, for the second quarter of 2014. Earnings for the first half of 2015 were $4.3 million, or $.35 per share, up from $3.6 million, or $.28 per share, for the first half of 2014. At June 30, 2015, total assets stood at $655 million, compared to $650 million at December 31, 2014 and $594 million at June 30, 2014. As of the end of the second quarter of 2015, loans outstanding were $413 million, compared to $354 million at the end of the second quarter of 2014, and deposits totaled $573 million, compared to $516 million at June 30, 2014. Shareholders’ equity at June 30, 2015 was approximately $72 million, representing a very strong capital ratio of approximately 11% of total assets.

J. Mike McGowan, President and Chief Executive Officer, stated, “Following four consecutive years of record profitability, our financial performance for the first half of 2015 is ahead of the previous record pace. Our strong balance sheet, healthy capital position and impressive operating results position us very well, as we look forward to our upcoming merger with Heartland Financial USA, Inc. (NASDAQ: HTLF)”.                     

Premier Valley Bank is a full service bank known as “THE” Business and Professional Bank in Central California and “THE” Community Bank Serving the Sierra. The Bank’s Directors are Jerry E. Cook; Mateo F. De Soto, M.D.; Surinder P. Dhillon, M.D.; Linda F. East; Richard H. Lehman; Michael S. Mathiesen; J. Mike McGowan; Thomas G. Richards; and Joe Williams.

Cautionary Statement: This release may contain certain forward-looking statements which are not historical facts and may pertain to future operating results. These forward-looking statements are within the meaning of the Private Securities Litigation Reform Act of 1995. Any such statements are subject to risks and uncertainties that could cause the Bank’s actual results to be materially different from the results discussed herein. These risks and uncertainties include those related to the economic environment particularly in the region where Premier Valley Bank does business, competitive products and pricing, general interest rate changes, the fiscal and monetary policies of the United States Government, credit risk management, regulatory actions, and other risks and uncertainties. Words such as “anticipate,” “believe,” “estimate,” “expect,” “should,” “intend,” “project,” and words or phrases of similar meaning are intended to identify forward-looking statements.                         

# # #

EX-99.2

PREMIER VALLEY BANK PREMIER VALLEY BANK PREMIER VALLEY BANK PREMIER VALLEY BANK CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (In thousands) Jun 30, 2015 Dec 31, 2014 Jun 30, 2014 ASSETS Cash and due from banks $ 10,707 $ 11,793 $ 16,235 Federal funds sold and deposits in banks 16,091 175 8,303 Total cash and cash equivalents 26,798 11,968 24,538 Investment securities 177,622 212,758 179,434 Loans, less allowance for loan losses 409,057 382,923 348,950 Premises and equipment 3,193 3,348 3,549 Intangible assets 14,053 14,053 14,248 Other assets 24,651 25,231 23,654 $655,374 $650,281 $594,373 LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Noninterest bearing $210,799 $199,904 $187,091 Interest bearing 362,346 337,322 328,690 Total deposits 573,145 537,226 515,781 Borrowings - 27,920 - Other liabilities 10,538 15,667 10,742 Total liabilities 583,683 580,813 526,523 Common stock 50,963 50,586 51,588 Retained earnings 20,782 18,460 16,806 Other comprehensive income (loss), net (54) 422 (544) Total shareholders' equity 71,691 69,468 67,850 $655,374 $650,281 $594,373 CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited) (In thousands, except per share and ratio data) Three Months Ended Jun 30, 2015 Mar 31, 2015 Dec 31, 2014 Sep 30, 2014 Jun 30, 2014 STATEMENT OF INCOME DATA Net interest income $ 5,454 $ 5,334 $ 5,105 $ 4,940 $ 4,950 (Reversal of) provision for loan losses - - - (500) - Noninterest income 982 1,322 889 905 970 Noninterest expenses 3,191 3,225 3,220 3,392 3,151 Income taxes 1,187 1,197 1,091 1,043 962 Net income 2,058 2,234 1,683 1,910 1,807 BALANCE SHEET DATA Total assets $655,374 $647,487 $650,281 $618,564 $594,373 Loans, net 409,057 389,319 382,923 348,847 348,950 Investment securities 177,622 166,709 212,758 214,258 179,434 Intangible assets 14,053 14,053 14,053 14,248 14,248 Deposits 573,145 561,495 537,226 533,030 515,781 Shareholders' equity 71,691 71,189 69,468 67,831 67,850 SHARE DATA Earnings per share: Basic $ 0.17 $ 0.18 $ 0.14 $ 0.16 $ 0.14 Diluted $ 0.17 $ 0.18 $ 0.14 $ 0.16 $ 0.14 Book value per share $ 5.83 $ 5.79 $ 5.65 $ 5.50 $ 5.46 Tangible book value per share $ 4.68 $ 4.65 $ 4.51 $ 4.35 $ 4.31 Average shares outstanding 12,216 12,196 12,460 12,298 12,512 Shares outstanding end of period 12,304 12,293 12,298 12,299 12,432 SELECTED RATIOS Net interest margin 3.61% 3.72% 3.50% 3.50% 3.68% Return on average assets 1.25% 1.44% 1.06% 1.24% 1.23% Return on average equity 11.46% 12.74% 9.63% 11.14% 10.62% Return on average tangible equity 14.24% 15.87% 11.87% 14.09% 13.42% Efficiency ratio 50% 48% 47% 58% 53% Loans to deposits 72% 72% 72% 66% 69% Allowance for loan losses to total loans 1.02% 1.07% 1.08% 1.20% 1.33% Nonperforming assets to total assets 1.52% 1.29% 1.29% 1.36% 1.42% Net loan losses (recoveries) to average loans 0.00% (0.01)% (0.03)% 0.00% (0.05)% Equity to assets 10.94% 10.99% 10.68% 10.97% 11.42% CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data) Three Months Ended Jun 30, 2015 Mar 31, 2015 Dec 31, 2014 Sep 30, 2014 Jun 30, 2014 INTEREST INCOME Loans $4,551 $4,476 $4,032 $3,967 $4,073 Investment securities 873 930 1,171 1,070 946 Federal funds sold and deposits in banks 204 94 60 60 95 Total interest income 5,628 5,500 5,263 5,097 5,114 INTEREST EXPENSE Deposits 174 156 157 155 164 Borrowings - 10 1 2 - Total interest expense 174 166 158 157 164 Net interest income 5,454 5,334 5,105 4,940 4,950 (Reversal of) provision for loan losses - - - (500) - Net interest income after (reversal of) provision for loan losses 5,454 5,334 5,105 5,440 4,950 NONINTEREST INCOME Service charges 351 319 320 325 327 Other 631 1,003 569 580 643 Total noninterest income 982 1,322 889 905 970 NONINTEREST EXPENSES Salaries and employee benefits 1,866 1,925 2,087 2,022 1,781 Occupancy and equipment 370 350 359 342 347 Other 955 950 774 1,028 1,023 Total noninterest expenses 3,191 3,225 3,220 3,392 3,151 Income before income taxes 3,245 3,431 2,774 2,953 2,769 Income taxes 1,187 1,197 1,091 1,043 962 Net income $2,058 $2,234 $1,683 $1,910 $1,807 Basic earnings per share $ 0.17 $ 0.18 $ 0.14 $ 0.16 $ 0.14 Diluted earnings per share $ 0.17 $ 0.18 $ 0.14 $ 0.16 $ 0.14

Mission Statement To be “THE” Business and Professional Bank in Central California and “THE” Community Bank Serving the Sierra by:  Building Customer Relationships  Supporting the Common Good of the Communities We Serve  Promoting Employee Development and Ownership  Enhancing Shareholder Value Directors Jerry E. Cook Mateo F. De Soto, M.D. Surinder P. Dhillon, M.D. Linda F. East Richard H. Lehman Michael S. Mathiesen J. Mike McGowan Thomas G. Richards, Chairman Joe Williams Senior Officers J. Mike McGowan, President & CEO Michael W. Martinez, EVP/COO & CFO David H. Wogan, EVP/CCO Marvell French, SVP/Sales & Marketing Steve E. Travers, SVP/Lending Services Manager Dorothy Thomas, SVP/SBA Lending Manager Stock Symbol PVLY - OTC Markets For information on purchasing PVLY common stock, contact your broker or any of the following: Crowell, Weedon & Co. FIG Partners Troy K. Norlander Bradley Rinschler (800) 288-2811 (404) 601-7244 tnorlander@crowellweedon.com brinschler@figpartners.com Hovde Group Monroe Securities, Inc. Mike Hedrei Steven Schroeder (201) 445-2462 (312) 327-2530 (866) 971-0961 (800) 766-5560 mhedrei@hovdegroup.com sschroeder@monroesecurities.com Raymond James & Associates Stifel, Nicolaus & Company, Inc. John Cavender Thomas A. Weil (415) 616-8935 (559) 437-4070 (800) 222-8866 (877) 816-9089 john.cavender@raymondjames.com weilt@stifel.com Dear Fellow Shareholders: As you probably already know, Premier Valley Bank has signed an agree- ment to merge with Heartland Financial USA, Inc. (NASDAQ: HTLF). The Boards of Directors of both organizations have unanimously approved the merger; however, it remains subject to approvals by both com- pany’s regulatory authorities and by Premier Valley Bank shareholders, as well as the satisfaction of customary closing conditions. It is currently anticipated that we will obtain all necessary approvals and complete the transaction in the 4th quarter of 2015, with systems conversion to be completed during the 1st quarter of 2016. Under the terms of the agree- ment, we will remain a separately chartered California bank and simply become a wholly-owned subsidiary of Heartland, continuing to operate as Premier Valley Bank under the direction of our present management team. PVB shareholders will receive an aggregate of approximately $95 million ($7.73 per share), 30% of which will be in cash and 70% of which will be in shares of HTLF common stock. Earnings for the second quarter of 2015 were $2.1 million, or $.17 per share, compared to $2.2 million, or $.18 per share, for the first quarter of 2015, and $1.8 million, or $.14 per share, for the second quarter of 2014. Earnings for the first half of 2015 were $4.3 million, or $.35 per share, up from $3.6 million, or $.28 per share, for the first half of 2014. At June 30, 2015, total assets stood at $655 million, compared to $650 million at December 31, 2014 and $594 million at June 30, 2014. As of the end of the second quarter of 2015, loans outstanding were $413 million, com- pared to $354 million at the end of the second quarter of 2014, and deposits totaled $573 million, compared to $516 million at June 30, 2014. Shareholders’ equity at June 30, 2015 was approximately $72 million, representing a very strong capital ratio of approximately 11% of total assets. Following four consecutive years of record profitability, our financial performance for the first half of 2015 is ahead of the previous record pace. Premier Valley Bank continues to maintain a strong balance sheet and healthy capital position, while reporting impressive operating ratios, all of which compare favorably to industry standards: Return on Average Assets - 1.34%; Return on Average Tangible Equity - 15.05%; and Efficiency Ratio - 49%. We are clearly very well-positioned as we look forward to our upcoming merger with Heartland Financial USA. On June 12, 2015, a cash dividend of $.08 per share, then indicative of an annualized yield of approximately 4.5%, was distributed to shareholders of record on June 8, 2015. Effective May 22, 2015, the PVB Share Repur- chase Plan terminated with 293,571 shares having been repurchased for a total of $1.78 million. No shares of PVLY stock are authorized for repur- chase as of June 30, 2015. You are invited to visit any of our convenient locations, review our web- site at www.premiervalleybank.com, or call anytime to discuss your banking needs. We greatly appreciate your continuing support. J. Mike McGowan President & Chief Executive Officer PREMIER VALLEY BANK CORPORATE HEADQUARTERS AND Fresno Branch 255 E. River Park Circle, Suite 180 Fresno, CA 93720 (559) 438-2002 (877) 438-2002 FAX (559) 432-0572 www.premiervalleybank.com San Luis Obispo Loan Production Office 3211 Broad Street, Suite 109 San Luis Obispo, CA 93401 (805) 250-2845 YOSEMITE DIVISION Groveland Branch P.O. Box 610, 18580 Main Street Groveland, CA 95321 (209) 962-7853 Mariposa Branch P.O. Box 1267, 5171 Hwy. 49 N Mariposa, CA 95338 (209) 966-5444 Oakhurst Branch P.O. Box 2060, 40061 Hwy. 49 Oakhurst, CA 93644 (559) 683-6442 24-Hour Telephone Banking: (559) 438-2003 (877) 438-2003 Member FDIC PREMIER VALLEY BANK S H A R E H OLD E R R EPO R T JUN E 3 0 , 2 0 1 5 2 N D Q T R 2 0 1 5