Annual Statements Open main menu

HILLS BANCORPORATION - Quarter Report: 2023 March (Form 10-Q)

Index
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 the quarterly period ended March 31, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  ___________ to ___________
Commission file number:  0-12668
Hills Bancorporation

(State or other jurisdiction of incorporation or organization)
I.R.S. Employer Identification No.
Iowa42-1208067

131 MAIN STREET, HILLS, Iowa 52235

Telephone number: (319) 679-2291

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Indicate by checkmark 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 checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated Filer
Non-accelerated filerSmall 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 checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No


Index
APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.
 SHARES OUTSTANDING
CLASSApril 30, 2023
  
Common StockNo par value9,187,828



Index
HILLS BANCORPORATION
Index to Form 10-Q

Part I
FINANCIAL INFORMATION
 
  Page
 Number
   
Item 1.Financial Statements 
   
 
 
 
 
 
 
   
Item 2.
   
Item 3.
   
Item 4.
   
 Part II 
 OTHER INFORMATION 
   
Item 1.
   
Item 1A.
   
Item 2.
   
Item 3.
   
Item 4.
   
Item 5.
   
Item 6.
   
   

Page 3

Index


HILLS BANCORPORATION CONSOLIDATED BALANCE SHEETS (Amounts In Thousands, Except Share Amounts) 
March 31, 2023December 31, 2022
ASSETS(Unaudited)
Cash and cash equivalents$146,605 $36,641 
Investment securities available for sale at fair value (amortized cost March 31, 2023 $810,152; December 31, 2022 $830,302)
764,441 776,104 
Stock of Federal Home Loan Bank13,585 6,461 
Loans held for sale2,991 1,663 
Loans, net of allowance for credit losses March 31, 2023 $41,070; December 31, 2022 $41,440
3,157,788 3,066,981 
Property and equipment, net33,033 33,518 
Tax credit real estate investments8,633 9,152 
Accrued interest receivable17,381 15,782 
Deferred income taxes, net22,147 24,061 
Goodwill2,500 2,500 
Other assets7,622 7,618 
Total Assets$4,176,726 $3,980,481 
LIABILITIES AND STOCKHOLDERS' EQUITY  
Liabilities  
Noninterest-bearing deposits$627,784 $647,450 
Interest-bearing deposits2,816,297 2,709,917 
Total deposits$3,444,081 $3,357,367 
Other short-term borrowings, federal funds purchased 82,061 
Federal Home Loan Bank borrowings220,000 40,000 
Accrued interest payable1,875 1,394 
Allowance for credit losses on off-balance sheet credit exposures4,570 4,430 
Other liabilities19,741 15,958 
Total Liabilities$3,690,267 $3,501,210 
Redeemable Common Stock Held by Employee Stock Ownership Plan (ESOP)$49,804 $51,011 
STOCKHOLDERS' EQUITY  
Common stock, no par value; authorized 20,000,000 shares; issued March 31, 2023 10,347,968 shares; December 31, 2022 10,348,123 shares
$ $— 
Paid in capital63,458 63,220 
Retained earnings515,615 512,841 
Accumulated other comprehensive loss (34,658)(41,060)
Treasury stock at cost (March 31, 2023 1,150,732 shares; December 31, 2022 1,122,639 shares)
(57,956)(55,730)
Total Stockholders' Equity$486,459 $479,271 
Less maximum cash obligation related to ESOP shares49,804 51,011 
Total Stockholders' Equity Less Maximum Cash Obligation Related to ESOP Shares$436,655 $428,260 
Total Liabilities & Stockholders' Equity$4,176,726 $3,980,481 

See Notes to Consolidated Financial Statements.
Page 4

Index
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Amounts In Thousands, Except Per Share Amounts)
 Three Months Ended March 31,
 20232022
Interest income:
Loans, including fees$34,707 $25,765 
Investment securities:  
Taxable2,697 1,132 
Nontaxable1,187 1,004 
Federal funds sold196 335 
Total interest income$38,787 $28,236 
Interest expense:  
Deposits$7,274 $3,056 
Short-term borrowings2,312 — 
Total interest expense$9,586 $3,056 
Net interest income$29,201 $25,180 
Credit loss expense368 1,104 
Net interest income after credit loss expense $28,833 $24,076 
Noninterest income:  
Net gain on sale of loans$145 $811 
Trust fees3,270 3,268 
Service charges and fees3,033 2,880 
Other noninterest (expense) income(67)518 
 $6,381 $7,477 
Noninterest expenses:  
Salaries and employee benefits$11,503 $10,396 
Occupancy1,177 1,132 
Furniture and equipment1,692 1,697 
Office supplies and postage448 484 
Advertising and business development874 730 
Outside services2,910 2,950 
FDIC insurance assessment270 281 
Other noninterest expense536 405 
 $19,410 $18,075 
Income before income taxes$15,804 $13,478 
Income taxes3,342 2,826 
Net income$12,462 $10,652 
Earnings per share:  
Basic$1.35 $1.15 
Diluted$1.35 $1.15 
 
See Notes to Consolidated Financial Statements.
Page 5

Index
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited) (Amounts In Thousands)

 Three Months Ended March 31,
 20232022
Net income$12,462 $10,652 
Other comprehensive income (loss)  
Securities:  
Net change in unrealized gain (loss) on securities available for sale$8,487 $(29,764)
Income taxes(2,085)7,426 
Other comprehensive income (loss) on securities available for sale$6,402 $(22,338)
Other comprehensive income (loss), net of tax$6,402 $(22,338)
Comprehensive income (loss)$18,864 $(11,686)
 
See Notes to Consolidated Financial Statements.



































Page 6

Index
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited) (Amounts In Thousands, Except Share Amounts)
Three Months Ended March 31, 2023 and 2022
Paid in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Treasury StockMaximum Cash Obligation Related to ESOP SharesTotal
Balance, December 31, 2021$60,938 $474,392 $1,477 $(48,344)$(50,013)$438,450 
Issuance of 5,339 shares of common stock
189   48  237 
Issuance of 1,797 shares of common stock under the employee stock purchase plan
110     110 
Unearned restricted stock compensation266     266 
Forfeiture of 3,219 shares of common stock
(175)    (175)
Share-based compensation6     6 
Change related to ESOP shares    (1,926)(1,926)
Net income 10,652    10,652 
Cash dividends (1.00 per share)
 (9,305)   (9,305)
Purchase of 26,412 shares of common stock
   (1,816) (1,816)
Other comprehensive loss  (22,338)  (22,338)
Balance, March 31, 2022$61,334 $475,739 $(20,861)$(50,112)$(51,939)$414,161 
Balance, December 31, 2022$63,220 $512,841 $(41,060)$(55,730)$(51,011)$428,260 
Issuance of 4,589 shares of common stock
204   126  330 
Issuance of 1,716 shares of common stock under the employee stock purchase plan
111     111 
Unearned restricted stock compensation42     42 
Forfeiture of 1,871 shares of common stock
(125)    (125)
Share-based compensation6     6 
Change related to ESOP shares    1,207 1,207 
Net income 12,462    12,462 
Cash dividends (1.05 per share)
 (9,688)   (9,688)
Purchase of 32,682 shares of common stock
   (2,352) (2,352)
Other comprehensive income  6,402   6,402 
Balance, March 31, 2023$63,458 $515,615 $(34,658)$(57,956)$(49,804)$436,655 

 See Notes to Consolidated Financial Statements.
Page 7

Index
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts In Thousands)
 Three Months Ended
March 31,
 20232022
Cash Flows from Operating Activities
Net income$12,462 $10,652 
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:  
Depreciation616 696 
Credit loss expense368 1,104 
Forfeiture of common stock(125)(175)
Share-based compensation6 
Compensation expensed through issuance of common stock330 118 
Provision for deferred income taxes(171)(271)
Net loss on sale of other real estate owned and other repossessed assets2 — 
Increase in accrued interest receivable(1,599)(1,509)
(Accretion of discount) amortization of premium on investment securities, net(103)302 
Decrease in other assets18 
Amortization of operating lease right-of-use assets86 105 
Increase in accrued interest payable and other liabilities4,306 2,693 
Loans originated for sale(19,326)(47,760)
Proceeds on sales of loans18,143 49,583 
Net gain on sales of loans(145)(811)
Net cash and cash equivalents provided by operating activities$14,868 $14,738 
Cash Flows from Investing Activities  
Proceeds from maturities of investment securities available for sale$20,295 $18,494 
Proceeds from sales of investment securities available for sale509 — 
Purchases of investment securities available for sale(550)(184,975)
Net purchases of stock of Federal Home Loan Bank(7,124)(316)
Loans made to customers, net of collections(91,146)(27,144)
Purchases of property and equipment(131)(159)
Net changes from tax credit real estate investment519 (67)
Net cash and cash equivalents used in investing activities$(77,628)$(194,167)
Cash Flows from Financing Activities  
Net increase in deposits$86,714 $127,590 
Net decrease in short-term borrowings(82,061)(249)
Net change in short-term FHLB borrowings180,000  
Stock options exercised 119 
Purchase of common stock(2,352)(1,816)
Proceeds from the issuance of common stock through the employee stock purchase plan111 110 
Dividends paid(9,688)(9,305)
Net cash and cash equivalents provided by financing activities$172,724 $116,449 
 
(Continued)

Page 8

Index
HILLS BANCORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (Amounts In Thousands)
 Three Months Ended
March 31,
 20232022
Increase (decrease) in cash and cash equivalents$109,964 $(62,980)
Cash and cash equivalents:  
Beginning of period36,641 781,918 
End of period$146,605 $718,938 
Supplemental Disclosures  
Cash payments for:  
Interest paid to depositors$6,793 $3,137 
Interest paid on other obligations2,312 — 
Noncash activities:  
(Decrease) increase in maximum cash obligation related to ESOP shares$(1,207)$1,926 
Transfers to other real estate owned111 — 
Right-of-use assets obtained in exchange for operating lease obligations 47 
 
See Notes to Consolidated Financial Statements.

Page 9

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1.Summary of Significant Accounting Policies

Basis of Presentation:

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and with instructions for Form 10-Q and Regulation S-X.  These financial statements include all adjustments (consisting of normal recurring accruals) which in the opinion of management are considered necessary for the fair presentation of the financial position and results of operations for the periods shown.  The Company considers that it operates as one business segment, a commercial bank.

Operating results for the three month period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Form 10-K Annual Report of Hills Bancorporation and subsidiary (the “Company”) for the year ended December 31, 2022 filed with the Securities Exchange Commission on March 3, 2023.  The consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements for that period.

The Company evaluated subsequent events through the filing date of its quarterly report on Form 10-Q with the SEC.

Accounting Estimates:

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain Significant Estimates:

The allowance for credit losses, fair values of securities and other financial instruments, and share-based compensation expense involve certain significant estimates made by management. These estimates are reviewed by management routinely and it is reasonably possible that circumstances that exist at March 31, 2023 may change in the near-term and the effect could be material to the consolidated financial statements. Actual amounts and values as of the balance sheet dates may be materially different than the amounts and values reported due to the inherent uncertainty in the estimation process.

Revenue Recognition:

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the Company’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

The majority of the Company’s revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as loans, letters of credit and investment securities. Interest income on loans and investment securities is recognized on the accrual method in accordance with written contracts.

Descriptions of the Company’s revenue-generating activities that are within the scope of ASC 606 are the following: Service charges and fees on deposit accounts represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue which includes interchange income, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when the Company’s performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied. Trust income represents monthly fees due from wealth management
Page 10

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
customers as consideration for managing the customers' assets. Wealth management and trust services include custody of assets, investment management, fees for trust services and similar fiduciary activities. Revenue is recognized when our performance obligation is completed each month, which is generally the time that payment is received.

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. As of March 31, 2023, the Company did not have any significant contract balances.

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). The Company 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. The Company has not incurred or capitalized any contract acquisition costs as of March 31, 2023.

Tax credit real estate: Tax credit real estate represents three multi-family rental properties, three assisted living rental properties, a multi-tenant rental property for persons with disabilities, and a multi-family senior living rental property, all of which are affordable housing projects as of March 31, 2023. The Company has a 99% or greater limited partnership interest in each limited partnership. The investment in each was completed after the projects had been developed by the general partner. On a regular basis, the Company evaluates recoverability of the carrying value of the tax credit real estate investments to determine if an allowance for credit losses is necessary. The allowance for credit losses is measured by a comparison of the carrying amount of the investments to the future undiscounted cash flows expected to be generated by the investment properties, including the low-income housing tax credits and any estimated proceeds from eventual disposition. If there is an indication of impairment, the allowance for credit losses would be established with a charge to credit loss expense. There were no indications of impairment based on management's evaluation and therefore no allowance for credit losses was determined necessary as of March 31, 2023. Depreciation expense is provided on a straight-line basis over the estimated useful life of the assets. Expenditures for normal repairs and maintenance are charged to expense as incurred.

The investments in tax credit real estate are recorded for all years presented using the equity method of accounting, with the exception of the investment in the affordable housing project described below. The operations of the properties are not expected to contribute significantly to the Company’s income before income taxes. However, the properties do contribute in the form of income tax credits, which lowers the Company’s effective tax rate. Once established, the credits on each property last for ten years and are passed through from the limited partnerships to the Company and reduces the consolidated federal tax liability of the Company.

In February 2021, the Company provided construction financing and contributed capital of $4.18 million to Del Ray Ridge LP, as limited partner, which owns and operates an affordable housing property in Iowa City, Iowa. The Company accounts for the investment in this tax credit real estate using the proportional amortization method as provided for under Accounting Standards Codification (ASC) 323-740. The investment qualifies for the proportional amortization method as it meets all of the criteria under ASC 323-740-25-1. Substantially all of the projected benefits are from tax credits and other tax benefits due to the minimum buyout clause included in the partnership agreement.

Available-for-sale debt securities and the allowance for credit losses on available-for-sale debt securities: Available-for-sale ("AFS") securities consist of debt securities not classified as trading or held to maturity.  Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of stockholders' equity.  There were no trading or held to maturity securities as of March 31, 2023 or 2022. Fair value measurement is based upon quoted market prices in active markets, if available. If quoted prices in active markets are not available, fair value is measured using pricing models or other model-based valuation techniques such as present value of future cash flows, which consider prepayment assumptions and other factors such as credit losses and market liquidity. Unrealized gains and losses are excluded from earnings and reported, net of tax, in other comprehensive income ("OCI"). Premiums on debt securities are amortized to the earliest call date and discounts on debt securities are accreted over the period to maturity of those securities. The method of amortization results in a constant effective yield on those securities (the interest method). Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Page 11

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For AFS debt securities, a decline in fair value 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.

Impairment may result from credit deterioration of the issuer or collateral underlying the security. In performing an assessment of whether any decline in fair value is due to a credit loss, all relevant information is considered at the individual security level. For asset-backed securities performance indicators considered related to the underlying assets include default rates, delinquency rates, percentage of nonperforming assets, debt-to-collateral ratios, third-party guarantees, current levels of subordination, vintage, geographic concentration, analyst reports and forecasts, credit ratings and other market data. In assessing whether a credit loss exists, we compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an allowance for credit losses is recorded, limited to the amount the fair value is less than amortized cost basis.

If we intend to sell a debt security or more likely than not we will be required to sell the security before recovery of its amortized cost basis, the debt security is written down to its fair value and the write down is charged against the allowance for credit losses with any incremental impairment reported in earnings.

Accrued interest receivable on AFS debt securities totaled $3.63 million at March 31, 2023 and is excluded from the estimate of credit losses.

Loans held for sale: Loans held for sale are stated at the lower of aggregate cost or estimated fair value. Loans are sold on a non-recourse basis with servicing released and gains and losses are recognized based on the difference between sales proceeds and the carrying value of the loan. The Company has had very few experiences of repurchasing loans previously sold into the secondary market. A specific reserve was not considered necessary based on the Company’s historical experience with repurchase activity.

Loans held for investment: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost net of the allowance for credit losses ("ACL"). Amortized cost is the principal balance outstanding, net of deferred loan fees and costs. Accrued interest receivable on loans held for investment totaled $13.75 million at March 31, 2023 and is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Nonrefundable loan fees and origination costs are deferred and recognized as a yield adjustment over the life of the related loan.

The accrual of interest income on loans is discontinued when, in the opinion of management, there is reasonable doubt as to the
borrower's ability to meet payments of interest or principal when they become due, which is generally when a loan is 90 days or
more past due unless the loan is well secured and in the process of collection. When a loan is placed on nonaccrual status, all previously accrued and unpaid interest is reversed against interest income. Loans are returned to an accrual status when all of the principal and interest amounts contractually due are brought current and repayment of the remaining contractual principal and interest is expected. A loan may also return to accrual status if additional collateral is received from the borrower and, in the opinion of management, the financial position of the borrower indicates that there is no longer any reasonable doubt as to the collection of the amount contractually due. Payment received on nonaccrual loans are applied first to principal. Once principal is recovered, any remaining payments received are applied to interest income.

The policy for charging off loans is consistent throughout all loan categories. A loan is charged off based on criteria that includes but is not limited to: delinquency status, financial condition of the entire customer credit line and underlying collateral coverage, economic or external conditions that might impact full repayment of the loan, legal issues, overdrafts, and the customer’s willingness to work with the Company.

Allowance for credit losses for loans held for investment: The allowance for credit losses is an estimate of the expected losses over the remaining life of the Company's existing loans held for investment portfolio. The allowance for credit losses for loans held for investment, as reported in our consolidated balance sheet, is adjusted by a credit loss expense, which is reported in earnings, and reduced by the charge-off of loan amounts, net of recoveries.

The loan loss estimation process involves procedures to appropriately consider the unique characteristics of loan portfolio
Page 12

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
segments which consist of agricultural, 1 to 4 family first and junior liens, commercial, and consumer lending. These segments are further disaggregated into loan classes, the level at which credit risk is monitored. For each of these pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The following provides the credit quality indicators and risk elements that are most relevant and most carefully considered and monitored for each loan portfolio segment.

Agricultural - Agricultural operating loans include loans made to finance agricultural production and other loans to farmers and farming operations. Agricultural loans also include mortgage loans secured by farmland. Agricultural operating loans, most of which are secured by crops and machinery, are provided to finance capital improvement and farm operations as well as acquisitions of livestock and machinery. The ability of the borrower to repay may be affected by many factors outside of the borrower’s control including adverse weather conditions, loss of livestock due to disease or other factors, declines in market prices for agricultural products and the impact of government regulations. The ultimate repayment of agricultural operating loans is dependent upon the profitable operation or management of the agricultural entity. Agricultural operating loans generally have a term of one year and may have a fixed or variable rate.

Mortgage loans secured by farmland are made to individuals and businesses within the Company's trade area. The primary source of repayment is the cash flow generated by the collateral underlying the loan. The secondary repayment source would be the liquidation of the collateral. Terms for real estate loans secured by farmland range from one to ten years with an amortization period of 25 years or less. Generally, interest rates are fixed for mortgage loans secured by farmland. Key economic forecasts used in estimating expected credit losses for this segment include the Iowa unemployment rate and the Iowa real gross domestic product (GDP).

1 to 4 Family First and Junior Liens - The 1 to 4 family first and junior liens portfolio segment is comprised of the single family and home equity loan classes, which are underwritten after evaluating a borrower's capacity to repay, credit, and collateral. Several factors are considered when assessing a borrower's capacity, including the borrower's employment, income, current debt, assets, and level of equity in the property. Credit refers to how well a borrower manages their current and prior debts as documented by a credit report that provides credit scores and the borrower's current and past information about their credit history. Collateral refers to the type and use of property, occupancy, and market value. Property appraisals are obtained to assist in evaluating collateral. Loan-to-property value and debt-to-income ratios, loan amount, and lien position are also considered in assessing whether to originate a loan. These borrowers are particularly susceptible to downturns in economic trends such as conditions that negatively affect housing prices and demand and levels of unemployment. Key economic forecasts used in estimating expected credit losses for this segment include the Iowa unemployment rate and the all-transactions house price index for Iowa.

Commercial - The commercial loan portfolio segment is comprised of the commercial real estate mortgage including obligations of states and political subdivisions, multifamily residential mortgage, construction/land development and commercial and financial loan classes, whose underwriting standards consider the factors described for single family and home equity loan classes as well as others when assessing the borrower's and associated guarantors or other related party's financial position. These other factors include assessing liquidity, the level and composition of net worth, leverage, considering all other lender amounts and position, an analysis of cash expected to flow through the obligors including the outflow to other lenders, vacancies and prior experience with the borrower. This information is used to assess adequate financial capacity, profitability, and experience. Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, liquidity, and availability of long-term financing. Key economic forecasts used in estimating expected credit losses for this segment include the Iowa unemployment rate, the all-transactions house price index for Iowa and the Iowa real GDP.

Consumer Lending - The Company offers consumer loans to individuals including personal loans and automobile loans. These consumer loans typically have shorter terms, lower balances, higher yields and higher risks of default than real estate-related loans. Consumer collections are dependent on the borrower's continuing financial stability and are more likely to be affected by adverse personal circumstances. Collateral for these loans generally includes automobiles, boats, recreational vehicles and real estate. However, depending on the overall financial condition of the borrower, some loans are made on an unsecured basis. The collateral securing these loans may depreciate over time,
Page 13

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
may be difficult to recover and may fluctuate in value based on condition. Key economic forecasts used in estimating expected credit losses for this segment include the Iowa unemployment rate and the Iowa real GDP.

The allowance level is influenced by loan volumes, loan credit quality indicator migration or delinquency status, historic loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The methodology for estimating the amount of expected credit losses reported in the allowance for credit losses has two basic components: first, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics; and second, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans. Depending on the nature of the pool of financial assets with similar risk characteristics, the Company uses a discounted cash flow method or remaining life method to estimate expected credit losses.

Discounted cash flow method: In estimating the component of the allowance for credit losses for loans that share similar risk characteristics with other loans, such loans are segregated into loan classes. Loans are designated into loan classes based on loans pooled by product types and similar risk characteristics or areas of risk concentration. In determining the allowance for credit losses, we derive an estimated credit loss assumption from a model that categorizes loan pools based on loan type and purpose. This model calculates an expected loss percentage for each loan class by considering the probability of default, using life-of-loan analysis periods for all loan segments, and the historical severity of loss, based on the aggregate net lifetime losses incurred per loan class. The default and severity factors used to calculate the allowance for credit losses for loans that share similar risk characteristics with other loans are adjusted for differences between the historical period used to calculate historical default and loss severity rates and expected conditions over the remaining lives of the loans in the portfolio related to: (1) lending policies and procedures; (2) international, national, regional and local economic business conditions and developments that affect the collectability of the portfolio; (3) the nature and volume of the loan portfolio including the terms of the loans; (4) the experience, ability, and depth of the lending management and other relevant staff; (5) the volume and severity of past due and adversely classified or graded loans and the volume of nonaccrual loans; (6) the quality of our loan review system and (7) the value of underlying collateral for collateralized loans. Additional factors include the existence and effect of any concentrations of credit, and changes in the level of such concentrations and the effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio. Such factors are used to adjust the historical probabilities of default and severity of loss so that they reflect management expectation of future conditions based on a reasonable and supportable forecast. The Company uses regression analysis of historical internal and peer data to determine which variables are best suited to be economic variables utilized when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the economic variables.

For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over twelve quarters on a straight-line basis. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.

Remaining life method: Expected credit losses for credit cards and overdrafts are determined through use of the remaining life method. The remaining life method utilizes average annual charge-off rates and remaining life to estimate the allowance for credit losses. This is done by estimating the amount and timing of principal payments expected to be received as payment for the balance outstanding as of the reporting period and applying those principal payments against the balance outstanding as of the reporting period along with the average annual charge-off rate until the expected payments have been fully allocated.

Collateral dependent financial assets: For a loan that does not share risk characteristics with other loans, expected credit loss is measured based on net realizable value, that is, the difference between the discounted value of the expected future cash flows, based on the original effective interest rate, and the amortized cost basis of the loan. For these loans, we recognize expected credit loss equal to the amount by which the net realizable value of the loan is less than the amortized cost basis of the loan (which is net of previous charge- offs and deferred loan fees and costs), except when the loan is collateral dependent, that is, when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In these cases, expected credit loss is measured as the difference between the amortized cost basis of the loan and the fair value of the collateral. The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral.

The Company’s estimate of the ACL reflects losses expected over the contractual life of the assets, adjusted for estimated prepayments or curtailments. The contractual term does not consider extensions, renewals or modifications unless the Company
Page 14

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
has identified a modification including a concession to a borrower experiencing financial difficulties. A modification of a loan to a borrower experiencing financial difficulties occurs when two conditions are met: 1) the borrower is experiencing financial difficulty and 2) concessions are made for the borrower's benefit that would not otherwise be considered for a borrower or transaction with similar credit risk characteristics.

Allowance for credit losses on off-balance sheet credit exposures, including unfunded loan commitments: The Company maintains a separate allowance for credit losses from off-balance-sheet credit exposures, including unfunded loan commitments, which is disclosed on the balance sheet. Management estimates the amount of expected losses by calculating a commitment usage factor over the contractual period for exposures that are not unconditionally cancellable by the Company and applying the loss factors used in the ACL methodology to the results of the usage calculation to estimate the liability for credit losses related to unfunded commitments for each loan type. No credit loss estimate is reported for off-balance-sheet (OBS) credit exposures that are unconditionally cancellable by the Company, such as credit card receivables, or for undrawn amounts under such arrangements that may be drawn prior to the cancellation of the arrangement. The allowance for credit losses on OBS credit exposures is adjusted as credit loss expense. Categories of OBS credit exposures correspond to the loan portfolio segments described previously.

Troubled debt restructurings (“TDR loans”):  Prior to January 1, 2023, a loan was accounted for and reported as a troubled debt restructuring ("TDR") when, for economic or legal reasons, the Company granted a concession to a borrower experiencing financial difficulty that the Company would not otherwise consider. These concessions may include rate reductions, principal forgiveness, extension of maturity date and other actions intended to minimize potential losses to the Company. A restructuring that results in only an insignificant delay in payment is not considered a concession. A delay may be considered insignificant if the payments subject to the delay are insignificant relative to the unpaid principal or collateral value and the contractual amount due, or the delay in timing of the restructured payment period is insignificant relative to the frequency of payments, the debt's original contractual maturity or original expected duration. TDRs performing in accordance with their modified contractual terms for a reasonable period of time may be included in the Company’s existing pools based on the underlying risk characteristics of the loan to measure the ACL.

TDRs that are performing and on accrual status as of the date of the modification remain on accrual status. TDRs that are nonperforming as of the date of modification generally remain as nonaccrual until the prospect of future payments in accordance with the modified loan agreement is reasonably assured, generally demonstrated when the borrower maintains compliance with the restructured terms for a predetermined period, normally at least six months. TDRs with temporary below-market concessions remain designated as a TDR regardless of the accrual or performance status until the loan is paid off. However, if the TDR loan has been modified in a subsequent restructure with market terms and the borrower is not currently experiencing financial difficulty, then the loan is no longer classified as a TDR in the quarter following the modification.

Effect of New Financial Accounting Standards:

In May 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40), Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments in this ASU affect entities that issue freestanding written call options that are classified in equity. Specifically, the amendments affect those entities when a freestanding equity-classified written call option is modified or exchanged and remains equity classified after the modification or exchange. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation-Stock Compensation. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The adoption of the ASU by the Company on January 1, 2022 did not have a material impact on the financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 815) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this Update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this ASU are effective for all entities for fiscal years beginning
Page 15

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
after December 15, 2022, including interim periods within those fiscal years. An entity should apply the amendments prospectively to business combinations occurring on or after the effective date of the amendments. The adoption of the ASU by the Company on January 1, 2023 did not have a material impact on the financial statements.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326) Troubled Debt Restructurings and Vintage Disclosures. The FASB issued these amendments to eliminate accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty, and to require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively, except as provided in the next sentence. For the transition method related to the recognition and measurement of TDRs, an entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. Early adoption is permitted if an entity has adopted the amendments in Update 2016-03, including adoption in an interim period. The adoption of the ASU on a prospective basis by the Company on January 1, 2023 did not have a material impact on the financial statements

In March 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323) Accounting for Investments in Tax Credit Structures Using Proportional Amortization Method. The FASB is issuing this ASU to allow reporting entities to consistently account for equity investments made primarily for the purposes of receiving income tax credits and other income tax benefits. The ASU permits reporting entities to elect to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for all entities in any interim period. If an entity adopts the amendments in an interim period, it shall adopt them as of the beginning of the fiscal year that includes that interim period. The Company is in the process of evaluating the impact of this ASU on the financial statements.


Note 2.Earnings Per Share

Basic earnings per share is computed using the weighted average number of actual common shares outstanding during the period.  Diluted earnings per share reflects the potential dilution that would occur from the exercise of common stock options outstanding.  ESOP shares are considered outstanding for this calculation unless unearned.

The computation of basic and diluted earnings per share for the periods presented is as follows:
 Three Months Ended March 31,
 20232022
Common shares outstanding at the beginning of the period9,225,484 9,299,640 
Weighted average number of net shares redeemed (6,484)(9,053)
Weighted average shares outstanding (basic)9,219,000 9,290,587 
Weighted average of potential dilutive shares attributable to stock options granted, computed under the treasury stock method765 3,194 
Weighted average number of shares (diluted)9,219,765 9,293,781 
Net income (In thousands)$12,462 $10,652 
Earnings per share:  
Basic$1.35 $1.15 
Diluted$1.35 $1.15 

Page 16

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 3.Accumulated Other Comprehensive Income (Loss)

The following table summarizes the balances of each component of accumulated other comprehensive (loss) income (AOCI), included in stockholders’ equity, at March 31, 2023 and December 31, 2022:

 March 31, 2023December 31, 2022
 (amounts in thousands)
Net unrealized loss on available-for-sale securities$(45,711)$(54,198)
Tax effect11,053 13,138 
Net-of-tax amount$(34,658)$(41,060)
 
Note 4.Securities

The carrying values of investment securities at March 31, 2023 and December 31, 2022 are summarized in the following table (dollars in thousands):

 March 31, 2023December 31, 2022
 AmountPercentAmountPercent
Securities available for sale
U.S. Treasury$435,202 56.93 %$445,392 57.39 %
Other securities (FHLB, FHLMC and FNMA)32,365 4.23 31,934 4.11 
State and political subdivisions247,277 32.35 248,582 32.03 
Mortgage-backed securities and collateralized mortgage obligations49,597 6.49 50,196 6.47 
Total securities available for sale$764,441 100.00 %$776,104 100.00 %

Investment securities have been classified in the consolidated balance sheets according to management’s intent.  Available-for-sale securities consist of debt securities not classified as trading or held to maturity.  Available-for-sale securities are stated at fair value, and unrealized holding gains and losses, net of the related deferred tax effect, are reported as a separate component of stockholders' equity.  Municipal bonds are comprised of general obligation bonds and revenue bonds issued by various municipal corporations. As of March 31, 2023 and December 31, 2022, all securities held were rated investment grade based upon external ratings where available and, where not available, based upon management knowledge of the local issuers and their financial situations. There were no trading or held to maturity securities as of March 31, 2023 or December 31, 2022.


















Page 17

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The carrying amount of available-for-sale securities, fair values and allowance for credit losses were as follows as of March 31, 2023 and December 31, 2022 (in thousands):
 Amortized CostGross
Unrealized
Gains
Gross
Unrealized
(Losses)
Allowance for Credit LossesEstimated Fair
Value
March 31, 2023
U.S. Treasury$455,938 $13 $(20,749)$— $435,202 
Other securities (FHLB, FHLMC and FNMA)35,230 — (2,865)— 32,365 
State and political subdivisions262,996 523 (16,242)— 247,277 
Mortgage-backed securities and collateralized mortgage obligations55,988 — (6,391)— $49,597 
Total$810,152 $536 $(46,247)$— $764,441 
December 31, 2022:    
U.S. Treasury$470,581 $— $(25,189)$— $445,392 
Other securities (FHLB, FHLMC and FNMA)35,255 — (3,321)— 31,934 
State and political subdivisions267,351 239 (19,008)— 248,582 
Mortgage-backed securities and collateralized mortgage obligations57,115 — (6,919)— 50,196 
Total$830,302 $239 $(54,437)$— $776,104 

The amortized cost and estimated fair value of available-for-sale securities classified according to their contractual maturities at March 31, 2023, were as follows (in thousands) below. Expected maturities of MBS may differ from contractual maturities because the mortgages underlying the securities may be called or prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary.
 
 Amortized
Cost
Fair Value
Due in one year or less$140,553 $138,514 
Due after one year through five years466,069 442,673 
Due after five years through ten years113,909 104,664 
Due over ten years33,633 28,993 
$754,164 $714,844 
Mortgage-backed securities and collateralized mortgage obligations55,988 49,597 
$810,152 $764,441 

As of March 31, 2023, investment securities with a carrying value of $9.58 million were pledged to collateralize other borrowings. As of March 31, 2023, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders' equity.

Sales proceeds and gross realized gains and losses on available-for-sale securities were as follows (in thousands):

 March 31, 2023March 31, 2022
Sale proceeds$509 $— 
Gross realized gains— — 
Gross realized losses— — 




Page 18

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The following table shows the fair value, gross unrealized losses and the percentage of fair value represented by gross unrealized losses of applicable investment securities owned by the Company, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022 (in thousands):

 Less than 12 months12 months or moreTotal
March 31, 2023
Description of Securities
#Fair ValueUnrealized
Loss
%#Fair ValueUnrealized
Loss
%#Fair ValueUnrealized
Loss
%
U.S. Treasury27 $92,533 $(1,999)2.16 %117 $340,288 $(18,750)5.51 %144 $432,821 $(20,749)4.79 %
Other securities (FHLB, FHLMC and FNMA)— — — — 14 32,365 (2,865)8.85 14 32,365 (2,865)8.85 
State and political subdivisions244 66,231 (667)1.01 485 134,114 (15,575)11.61 729 200,345 (16,242)8.11 
Mortgage-backed securities and collateralized mortgage obligations4,392 (299)6.81 17 45,205 (6,092)13.48 18 49,597 (6,391)12.89 
Total temporarily impaired securities272 $163,156 $(2,965)1.82 %633 $551,972 $(43,282)7.84 %905 $715,128 $(46,247)6.47 %

 Less than 12 months12 months or moreTotal
December 31, 2022
Description of Securities
#Fair ValueUnrealized
Loss
%#Fair ValueUnrealized
Loss
%#Fair ValueUnrealized
Loss
%
U.S. Treasury89 $306,407 $(10,695)3.49 %60 $136,486 $(14,494)10.62 %149 $442,893 $(25,189)5.69 %
Other securities (FHLB, FHLMC and FNMA)— — — — 14 31,934 (3,321)10.40 14 31,934 (3,321)10.40 
State and political subdivisions479 124,647 (3,351)2.69 337 87,221 (15,657)17.95 816 211,868 (19,008)8.97 
Mortgage-backed securities and collateralized mortgage obligations14 43,035 (5,314)12.35 7,160 (1,605)22.42 18 50,195 (6,919)13.78 
Total temporarily impaired securities582 $474,089 $(19,360)4.08 %415 $262,801 $(35,077)13.35 %997 $736,890 $(54,437)7.39 %

The Company considered the following information in reaching the conclusion that the impairments disclosed in the table above are not attributable to credit losses.  None of the unrealized losses in the above table was due to the deterioration in the credit quality of any of the issues that might result in the non-collection of contractual principal and interest.  The unrealized losses are due to changes in interest rates. The Company has not recognized any unrealized loss in income because management does not have the intent to sell the securities included in the previous table.  Management has concluded that it is more likely than not that the Company will not be required to sell these securities prior to recovery of the amortized cost basis. The securities are of high credit quality (investment grade credit ratings) and principal and interest payments are made timely with no payments past due as of March 31, 2023. The fair value is expected to recover as the securities approach maturity. The U.S. Treasury and other securities are issued and guaranteed by U.S. government-sponsored entities and agencies. The mortgage-
Page 19

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
backed securities and collateralized mortgage obligations have implied U.S. government guarantees of the agency securities. The Company evaluates if a credit loss exists by monitoring to ensure it has adequate credit support considering the nature of the investment, number and significance of investments in an unrealized loss position, collectability or delinquency issues, the underlying financial statements of the issuers, credit ratings and subsequent changes thereto, and other available relevant information. Considering the above factors, management has determined that no allowance for credit losses is necessary for the securities portfolio as of March 31, 2023.

Note 5.Loans

Classes of loans are as follows:

 March 31, 2023December 31,
2022
 (Amounts In Thousands)
Agricultural$105,316 $112,705 
Commercial and financial271,784 269,568 
Real estate:
Construction, 1 to 4 family residential91,526 92,408 
Construction, land development and commercial236,265 196,240 
Mortgage, farmland268,805 256,570 
Mortgage, 1 to 4 family first liens1,162,996 1,130,989 
Mortgage, 1 to 4 family junior liens130,179 124,951 
Mortgage, multi-family440,990 436,952 
Mortgage, commercial405,156 402,842 
Loans to individuals37,937 36,675 
Obligations of state and political subdivisions47,588 48,213 
 $3,198,542 $3,108,113 
Net unamortized fees and costs316 308 
 $3,198,858 $3,108,421 
Less allowance for credit losses41,070 41,440 
 $3,157,788 $3,066,981 





















Page 20

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Changes in the allowance for credit losses for the three months ended March 31, 2023 were as follows:
Three Months Ended March 31, 2023
 AgriculturalCommercial and
Financial
Real Estate:
Construction and
land development
Real Estate:
Mortgage,
farmland
Real Estate:
Mortgage, 1 to 4
family
Real Estate:
Mortgage, multi-
family and
commercial
OtherTotal
 (Amounts In Thousands)
Allowance for credit losses:
Beginning balance$2,542 $6,259 $4,189 $2,989 $14,208 $9,416 $1,837 $41,440 
Charge-offs(440)(90)— — (86)— (271)(887)
Recoveries83 27 81 26 64 289 
Credit loss expense (benefit)47 (689)540 (165)532 255 (292)228 
Ending balance$2,156 $5,563 $4,730 $2,851 $14,735 $9,697 $1,338 $41,070 
Loans:
Ending balance$105,316 $271,784 $327,791 $268,805 $1,293,175 $846,146 $85,525 $3,198,542 

Changes in the allowance for credit losses for the three months ended March 31, 2022 were as follows:
Three Months Ended March 31, 2022
 AgriculturalCommercial and
Financial
Real Estate:
Construction and
land development
Real Estate:
Mortgage,
farmland
Real Estate:
Mortgage,
1 to 4 family
Real Estate:
Mortgage, multi-
family and
commercial
OtherTotal
 (Amounts In Thousands)
Allowance for credit losses:
Beginning balance$2,261 $4,269 $2,300 $3,433 $11,498 $10,498 $1,211 $35,470 
Charge-offs— (48)— — (140)(1)(150)(339)
Recoveries14 123 43 207 22 43 455 
Credit loss expense (benefit)139 551 44 (166)(127)(285)108 264 
Ending balance$2,414 $4,895 $2,347 $3,310 $11,438 $10,234 $1,212 $35,850 
Loans:        
Ending balance$104,900 $223,702 $222,743 $236,573 $1,031,012 $786,711 $81,965 $2,687,606 





Page 21

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)


The allowance for credit losses and the related loan balances as of December 31, 2022:
 AgriculturalCommercial and FinancialReal Estate: Construction
and land
development
Real Estate:
Mortgage,
farmland
Real Estate:
Mortgage, 1 to 4 family
Real Estate:
Mortgage, multi-family and
commercial
OtherTotal
 (Amounts In Thousands)
2022
Allowance for credit losses:
Ending balance$2,542 $6,259 $4,189 $2,989 $14,208 $9,416 $1,837 $41,440 
Loan balances:        
Ending balance$112,705 $269,568 $288,648 $256,570 $1,255,940 $839,794 $84,888 $3,108,113 
Page 22

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Changes in the allowance for credit losses for off-balance sheet credit exposures for the three months ended March 31, 2023 and 2022 were as follows:
Three Months Ended March 31, 2023
AgriculturalCommercial and
Financial
Real Estate:
Construction and
land development
Real Estate:
Mortgage,
farmland
Real Estate:
Mortgage, 1 to 4
family
Real Estate:
Mortgage, multi-
family and
commercial
OtherTotal
(Amounts In Thousands)
Allowance for credit losses for off-balance sheet credit exposures:
Beginning balance$525$1,099$2,126$55$471$122$32$4,430
Credit loss expense (benefit)(253)(29)477(1)(14)(34)(6)140
(Charge-offs), net recoveries
Ending balance$272 $1,070 $2,603 $54 $457 $88 $26 $4,570 
Three Months Ended March 31, 2022
AgriculturalCommercial and
Financial
Real Estate:
Construction and
land development
Real Estate:
Mortgage,
farmland
Real Estate:
Mortgage, 1 to 4
family
Real Estate:
Mortgage, multi-
family and
commercial
OtherTotal
(Amounts In Thousands)
Allowance for credit losses for off-balance sheet credit exposures:
Beginning balance$383 $1,118 $849 $113 $794 $559 $34 $3,850 
Credit loss expense (benefit)130 302 277 (13)131 34 (21)840 
(Charge-offs), net recoveries— — — — — — — — 
Ending balance$513 $1,420 $1,126 $100 $925 $593 $13 $4,690 

The allowance for credit losses for off-balance sheet credit exposures as of December 31, 2022 were as follows:
Year Ended December 31, 2022
AgriculturalCommercial and
Financial
Real Estate:
Construction and
land development
Real Estate:
Mortgage,
farmland
Real Estate:
Mortgage, 1 to 4
family
Real Estate:
Mortgage, multi-
family and
commercial
OtherTotal
(Amounts In Thousands)
Ending balance$525 $1,099 $2,126 $55 $471 $122 $32 $4,430 
Page 23

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Credit loss expense for off-balance sheet credit exposures is included in credit loss expense on the consolidated statement of income for the three months ended March 31, 2023 and 2022.

Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading in accordance with applicable bank regulations. The Company's risk rating methodology assigns risk ratings ranging from 1 to 6, where a higher rating represents higher risk. The Company differentiates its lending portfolios into loans sharing common risk characteristics for which expected credit loss is measured on a pool basis and loans not sharing common risk characteristics for which credit loss is measured individually.

The below are descriptions of the credit quality indicators:

Excellent – Excellent rated loans are prime quality loans covered by highly liquid collateral with generous margins or supported by superior current financial conditions reflecting substantial net worth, relative to total credit extended, and based on assets of a stable and non-speculative nature whose values can be readily verified. Identified repayment source or cash flow is abundant and assured. Loans are secured with cash, cash equivalents, or collateral with very low loan to values. The borrower would qualify for unsecured debt and guarantors provide excellent secondary support to the relationship. The borrower has a long-term relationship with the Company, maintains high deposit balances and has an established payment history with the Company and an established business in an established industry.

Good – Good rated loans are adequately secured by readily marketable collateral or good financial condition characterized by liquidity, flexibility and sound net worth. Loans are supported by sound primary and secondary payment sources and timely and accurate financial information. The relationship is not quite as strong as a borrower that is assigned an excellent rating but still has a very strong liquidity position, low leverage, and track record of strong performance. These loans have a strong collateral position with limited risk to bank capital. The collateral will not materially lose value in a distressed liquidation. Guarantors provide additional secondary support to mitigate possible bank losses. The borrower has a long-term relationship with the Company with an established track record of payments; loans with shorter remaining loan amortization; deposit balances are consistent; loan payments could be made from cash reserves in the interim period; and source of income is coming from a stable industry.

Satisfactory – Satisfactory rated loans are loans to borrowers of average financial means not especially vulnerable to changes in economic or other circumstances, where the major support for the extension is sufficient collateral of a marketable nature, and the primary source of repayment is seen to be clear and adequate. The borrower's financial performance is consistent, ratios and trends are positive and the primary repayment source can clearly be identified and supported with acceptable financial information. The loan relationship could be vulnerable to changes in economic or industry conditions but have the ability to absorb unexpected issues. The loan collateral coverage is considered acceptable and guarantors can provide financial support but net worth might not be as liquid as a 1 or 2 rated relationship. The borrower has an established relationship with the Company. The relationship is making timely loan payments, any operating line is revolving and deposit balances are positive with limited to no overdrafts. Management and industry is considered stable.

Monitor – Monitor rated loans are identified by management as warranting special attention for a variety of reasons that may bear on ultimate collectability. This may be due to adverse trends, a particular industry, loan structure, or repayment that is dependent on projections, or a one-time occurrence. The relationship liquidity levels are minimal and the borrower’s leverage position is brought into question. The primary repayment source is showing signs of being stressed or is not proven. If the borrower performs as planned, the loan will be repaid. The collateral coverage is still considered acceptable but there might be some concern with the type of real estate securing the debt or highly dependent on chattel assets. Some loans may be better secured than others. Guarantors still provide some support but there is not an abundance of financial strength supporting the guaranty. A monitor credit may be appropriate when the borrower is experiencing rapid growth which is impacting liquidity levels and increasing debt levels. Other attributes to consider would include if the business is a start-up or newly acquired, if the relationship has significant financing relationships with other financial institutions, the quality of financial information being received, management depth of the company, and changes to the business model. The track history with the Company has some deficiencies such as slow payments or some overdrafts.

Special Mention – Special mention rated loans are supported by a marginal payment capacity and are marginally protected by collateral.  There are identified weaknesses that if not monitored and corrected may adversely affect the Company’s credit position.  A special mention credit would typically have a weakness in one of the general categories (cash flow, collateral
Page 24

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
position or payment history) but not in all categories. Potential indicators of a special mention would include past due payments, overdrafts, management issues, poor financial performance, industry issues, or the need for additional short-term borrowing. The ability to continue to make payments is in question; there are “red flags” such as past due payments, non-revolving credit lines, overdrafts, and the inability to sell assets. The borrower is experiencing delinquent taxes, legal issues, etc., obtaining financial information has become a challenge, collateral coverage is marginal at best, and the value and condition could be brought into question. Collateral document deficiencies have been noted and if not addressed, could become material. Guarantors provide minimal support for this relationship. The credit may include an action plan or follow up established in the asset quality process. There is a change in the borrower’s communication pattern. Industry issues may be impacting the relationship. Adverse credit scores or history of payment deficiencies could be noted.

Substandard – Substandard loans are not adequately supported by the paying capacity of the borrower and may be inadequately collateralized.  These loans have a well-defined weakness or weaknesses.  Full repayment of the loan(s) according to the original terms and conditions is in question or not expected. For these loans, it is more probable than not that the Company could sustain some loss if the deficiency(ies) is not corrected. There are identified shortfalls in the primary repayment source such as carry over debt, past due payments, and overdrafts. Obtaining quality and timely financial information is a weakness. The loan is under secured with exposure that could impact the Company's capital. It appears the liquidation of collateral has become the repayment source. The collateral may be difficult to foreclose or have little to no value. Collateral documentation deficiencies have been noted during the review process. Guarantor(s) provide minimal to no support of the relationship. The borrower’s communication with the Company continues to decrease and the borrower is not addressing the situation. There is some concern about the borrower’s ability and willingness to repay the loans. Problems may be the result of external issues such as economic or industry related issues.

The following tables present the credit quality indicators and origination years by type of loan in each category as of March 31, 2023 (amounts in thousands):
Agricultural
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$310 $1,482 $— $175 $20 $— $3,800 $5,787 
Good2,020 1,941 666 1,061 405 31 6,737 12,861 
Satisfactory3,300 20,692 3,643 2,334 739 1,160 23,102 54,970 
Monitor3,398 5,087 1,600 1,473 830 439 15,339 28,166 
Special Mention— — — — — — — — 
Substandard96 614 — 263 58 152 2,349 3,532 
Total$9,124 $29,816 $5,909 $5,306 $2,052 $1,782 $51,327 $105,316 
Current-period gross write offs$— $440 $— $— $ $— $— $440 


Page 25

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Commercial and Financial
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$396 $1,414 $621 $643 $— $176 $7,861 $11,111 
Good1,747 12,362 6,496 2,247 459 177 14,540 38,028 
Satisfactory13,497 53,485 21,686 9,624 3,303 2,083 52,192 155,870 
Monitor6,250 13,095 6,991 5,175 1,093 86 24,833 57,523 
Special Mention650 1,108 429 252 146 422 1,495 4,502 
Substandard95 1,008 359 375 109 — 2,804 4,750 
Total$22,635 $82,472 $36,582 $18,316 $5,110 $2,944 $103,725 $271,784 
Current-period gross write offs$— $87 $$— $— $— $— $90 


Real Estate: Construction, 1 to 4 Family Residential
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $— $— $— $— $— $— $— 
Good— 876 — — — — 20,450 21,326 
Satisfactory709 2,924 — — — — 42,301 45,934 
Monitor749 2,244 — — — — 14,267 17,260 
Special Mention— — — — — — 6,786 6,786 
Substandard— 115 105 — — — — 220 
Total$1,458 $6,159 $105 $— $— $— $83,804 $91,526 
Current-period gross write offs$— $— $— $— $— $— $— $— 

Page 26

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Real Estate: Construction, Land Development and Commercial
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $375 $— $— $— $120 $1,293 $1,788 
Good1,399 2,525 834 947 — 216 18,359 24,280 
Satisfactory3,901 16,999 7,736 1,183 307 1,063 125,360 156,549 
Monitor2,313 3,596 781 118 — 103 29,263 36,174 
Special Mention2,960 3,775 — — — — 3,290 10,025 
Substandard6,998 207 191 53 — — — 7,449 
Total$17,571 $27,477 $9,542 $2,301 $307 $1,502 $177,565 $236,265 
Current-period gross write offs$— $— $— $— $— $— $— $— 


Real Estate: Mortgage, Farmland
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$2,000 $4,906 $50 $234 $68 $$112 $7,374 
Good3,191 22,521 13,604 8,023 1,489 1,435 6,915 57,178 
Satisfactory14,130 61,433 41,326 19,863 3,689 11,419 14,953 166,813 
Monitor571 13,113 5,365 4,815 3,260 1,684 4,087 32,895 
Special Mention— 830 90 111 — 15 1,047 
Substandard1,236 1,728 — — 60 473 3,498 
Total$21,128 $104,531 $60,435 $33,046 $8,566 $15,030 $26,069 $268,805 
Current-period gross write offs$— $— $— $— $— $— $— $— 

Page 27

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Real Estate: Mortgage, 1 to 4 Family First Liens
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $1,483 $447 $348 $— $353 $— $2,631 
Good318 12,091 5,911 8,266 1,317 12,545 4,653 45,101 
Satisfactory59,226 372,408 196,053 138,601 50,005 164,030 16,702 997,025 
Monitor1,777 27,911 19,924 17,955 3,413 14,415 7,466 92,861 
Special Mention273 1,578 2,437 3,405 1,040 3,244 38 12,015 
Substandard— 1,693 2,165 2,464 1,030 5,815 196 13,363 
Total$61,594 $417,164 $226,937 $171,039 $56,805 $200,402 $29,055 $1,162,996 
Current-period gross write offs$— $24 $$— $$19 $— $50 


Real Estate: Mortgage, 1 to 4 Family Junior Liens
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $— $— $$— $— $$12 
Good— 485 188 457 90 511 2,056 3,787 
Satisfactory2,510 15,416 10,458 7,622 4,370 10,832 69,251 120,459 
Monitor— 233 240 508 81 420 2,253 3,735 
Special Mention43 116 190 237 36 95 249 966 
Substandard— 121 72 225 85 168 549 1,220 
Total$2,553 $16,371 $11,148 $9,055 $4,662 $12,026 $74,364 $130,179 
Current-period gross write offs$— $15 $— $— $— $22 $— $37 

Page 28

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Real Estate: Mortgage, Multi-Family
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $6,000 $3,090 $2,969 $— $279 $— $12,338 
Good516 14,728 23,226 25,997 — 8,431 1,147 74,045 
Satisfactory9,260 94,980 84,633 25,876 2,324 14,495 10,545 242,113 
Monitor8,482 42,454 22,257 20,687 168 1,186 3,360 98,594 
Special Mention— 10,128 951 — — — 2,821 13,900 
Substandard— — — — — — — — 
Total$18,258 $168,290 $134,157 $75,529 $2,492 $24,391 $17,873 $440,990 
Current-period gross write offs$— $— $— $— $— $— $— $— 

Real Estate: Mortgage, Commercial
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$1,527 $1,840 $571 $19,171 $— $1,104 $— $24,213 
Good5,555 19,301 18,689 13,993 1,650 5,430 11,489 76,107 
Satisfactory12,024 57,276 56,005 37,926 10,444 17,961 27,537 219,173 
Monitor1,251 22,420 14,210 21,456 307 8,836 7,364 75,844 
Special Mention186 766 1,417 1,165 — 763 — 4,297 
Substandard259 — 3,060 726 698 94 685 5,522 
Total$20,802 $101,603 $93,952 $94,437 $13,099 $34,188 $47,075 $405,156 
Current-period gross write offs$— $— $— $— $— $— $— $— 


Page 29

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Loans to Individuals
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $— $— $— $— $— $— $— 
Good13 37 — — 14 — 65 
Satisfactory3,006 12,333 5,163 2,185 644 13,604 145 37,080 
Monitor112 248 120 41 19 546 
Special Mention— 97 63 — 171 
Substandard12 45 75 
Total$3,143 $12,760 $5,350 $2,231 $675 $13,627 $151 $37,937 
Current-period gross write offs$188 $51 $28 $$— $— $$270 


Obligations of State and Political Subdivisions
March 31, 202320232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $— $— $— $— $4,575 $— $4,575 
Good— — — 1,840 — 8,166 — 10,006 
Satisfactory— 2,470 820 2,412 1,484 16,049 8,721 31,956 
Monitor— 341 — 302 176 232 — 1,051 
Special Mention— — — — — — — — 
Substandard— — — — — — — — 
Total$— $2,811 $820 $4,554 $1,660 $29,022 $8,721 $47,588 
Current-period gross write offs$— $— $— $— $— $— $— $— 

Page 30

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following table presents the credit quality indicators by type of loans in each category as of December 31, 2022 (amounts in thousands):
 
Agricultural
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$395 $— $199 $20 $$— $4,196 $4,813 
Good3,823 550 1,003 427 23 13 9,671 15,510 
Satisfactory17,417 4,144 2,659 855 1,250 48 24,233 50,606 
Monitor12,835 1,885 1,770 891 272 225 19,623 37,501 
Special Mention— — — — — — 62 62 
Substandard1,450 — 278 59 166 — 2,260 4,213 
Total$35,920 $6,579 $5,909 $2,252 $1,714 $286 $60,045 $112,705 

Commercial and Financial
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$1,644 $690 $691 $— $176 $— $8,404 $11,605 
Good14,733 6,854 2,504 546 105 1,059 15,836 41,637 
Satisfactory57,920 24,028 11,139 4,339 1,979 356 53,618 153,379 
Monitor16,153 7,570 6,031 1,172 260 24,434 55,621 
Special Mention1,201 343 278 196 29 391 668 3,106 
Substandard746 477 291 68 — — 2,638 4,220 
Total$92,397 $39,962 $20,934 $6,321 $2,549 $1,807 $105,598 $269,568 

Page 31

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Real Estate: Construction, 1 to 4 Family Residential
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $— $— $— $— $— $— $— 
Good322 — — — — — 21,467 21,789 
Satisfactory1,962 328 — — — — 47,229 49,519 
Monitor775 182 — — — — 19,886 20,843 
Special Mention— — — — — — 38 38 
Substandard— 105 — — — — 114 219 
Total$3,059 $615 $— $— $— $— $88,734 $92,408 

Real Estate: Construction, Land Development and Commercial
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$375 $— $— $— $— $127 $1,424 $1,926 
Good2,383 958 947 — — 221 18,349 22,858 
Satisfactory23,004 7,222 1,191 311 251 828 90,511 123,318 
Monitor8,121 4,788 119 33 71 27,551 40,689 
Special Mention— — — — — — — — 
Substandard7,043 191 53 — — — 162 7,449 
Total$40,926 $13,159 $2,310 $317 $284 $1,247 $137,997 $196,240 

Real Estate: Mortgage, Farmland
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$4,058 $58 $261 $68 $— $$115 $4,564 
Good24,552 13,966 7,541 1,582 846 917 7,034 56,438 
Satisfactory47,617 41,878 20,908 3,628 5,258 8,184 11,927 139,400 
Monitor24,754 5,803 5,440 3,478 887 1,221 8,992 50,575 
Special Mention4,284 96 112 — — 15 — 4,507 
Substandard539 — — 60 307 180 — 1,086 
Total$105,804 $61,801 $34,262 $8,816 $7,298 $10,521 $28,068 $256,570 

Page 32

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Real Estate: Mortgage, 1 to 4 Family First Liens
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$1,507 $450 $352 $— $$360 $— $2,675 
Good23,270 5,522 8,346 1,342 2,391 10,401 4,688 55,960 
Satisfactory369,706 201,488 142,417 52,727 47,736 124,754 14,992 953,820 
Monitor29,274 20,868 19,766 3,624 4,546 10,638 6,823 95,539 
Special Mention903 1,216 2,058 1,048 952 2,844 463 9,484 
Substandard1,756 2,086 2,419 833 1,690 3,980 747 13,511 
Total$426,416 $231,630 $175,358 $59,574 $57,321 $152,977 $27,713 $1,130,989 

Real Estate: Mortgage, 1 to 4 Family Junior Liens
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$23 $— $$— $— $— $32 $62 
Good493 189 465 91 — 527 2,023 3,788 
Satisfactory15,543 10,915 7,921 4,523 4,822 7,024 64,649 115,397 
Monitor248 244 507 83 286 188 2,442 3,998 
Special Mention114 134 214 37 12 120 72 703 
Substandard122 69 198 87 57 47 423 1,003 
Total$16,543 $11,551 $9,312 $4,821 $5,177 $7,906 $69,641 $124,951 

Real Estate: Mortgage, Multi-Family
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$6,162 $3,123 $3,018 $— $— $292 $— $12,595 
Good14,175 23,485 26,302 — — 8,538 1,362 73,862 
Satisfactory97,449 85,441 26,513 2,355 471 14,295 10,604 237,128 
Monitor44,719 26,633 26,252 169 — 1,201 6,219 105,193 
Special Mention8,174 — — — — — — 8,174 
Substandard— — — — — — — — 
Total$170,679 $138,682 $82,085 $2,524 $471 $24,326 $18,185 $436,952 

Page 33

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Real Estate: Mortgage, Commercial
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$1,946 $576 $21,269 $— $— $1,145 $— $24,936 
Good19,682 23,000 14,286 2,026 1,271 4,413 11,689 76,367 
Satisfactory61,055 61,844 38,772 10,590 8,255 14,568 21,933 217,017 
Monitor22,542 13,111 21,909 3,318 1,515 8,212 7,089 77,696 
Special Mention— 3,298 779 — — — 689 4,766 
Substandard259 513 927 75 190 96 — 2,060 
Total$105,484 $102,342 $97,942 $16,009 $11,231 $28,434 $41,400 $402,842 

Loans to Individuals
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$24 $— $— $— $— $— $— $24 
Good47 — — 16 — — 65 
Satisfactory14,053 6,091 2,647 869 335 11,722 133 35,850 
Monitor253 146 49 24 — 478 
Special Mention88 34 — — — 136 
Substandard45 36 30 122 
Total$14,510 $6,307 $2,704 $901 $363 $11,752 $138 $36,675 

Obligations of State and Political Subdivisions
December 31, 202220222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
Grade:
Excellent$— $— $— $— $— $4,816 $— $4,816 
Good— — 1,870 — — 8,342 — 10,212 
Satisfactory2,224 820 1,961 1,492 573 15,677 8,848 31,595 
Monitor344 — 830 181 99 136 — 1,590 
Special Mention— — — — — — — — 
Substandard— — — — — — — — 
Total$2,568 $820 $4,661 $1,673 $672 $28,971 $8,848 $48,213 








Page 34

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Past due loans as of March 31, 2023 and December 31, 2022 were as follows:
 30 - 59 Days
Past Due
60 - 89 Days
Past Due
90 Days
or More
Past Due
Total Past
Due
CurrentTotal
Loans
Receivable
Accruing Loans
Past Due 90
Days or More
 (Amounts In Thousands)
March 31, 2023
Agricultural$396 $121 $312 $829 $104,487 $105,316 $12 
Commercial and financial1,182 646 96 1,924 269,860 271,784 — 
Real estate:
Construction, 1 to 4 family residential4,950 1,049 105 6,104 85,422 91,526 — 
Construction, land development and commercial387 — 191 578 235,687 236,265 — 
Mortgage, farmland704 180 60 944 267,861 268,805 — 
Mortgage, 1 to 4 family first liens8,226 1,375 1,759 11,360 1,151,636 1,162,996 — 
Mortgage, 1 to 4 family junior liens368 74 21 463 129,716 130,179 14 
Mortgage, multi-family5,797 — — 5,797 435,193 440,990 — 
Mortgage, commercial784 — 74 858 404,298 405,156 — 
Loans to individuals161 131 — 292 37,645 37,937 — 
Obligations of state and political subdivisions— — — — 47,588 47,588 — 
 $22,955 $3,576 $2,618 $29,149 $3,169,393 $3,198,542 $26 
December 31, 2022       
Agricultural$314 $— $— $314 $112,391 $112,705 $— 
Commercial and financial421 132 559 269,009 269,568 — 
Real estate:   
Construction, 1 to 4 family residential— — 105 105 92,303 92,408 — 
Construction, land development and commercial— 1,183 191 1,374 194,866 196,240 — 
Mortgage, farmland24 162 60 246 256,324 256,570 — 
Mortgage, 1 to 4 family first liens3,421 45 3,029 6,495 1,124,494 1,130,989 553 
Mortgage, 1 to 4 family junior liens473 19 500 124,451 124,951 — 
Mortgage, multi-family— — — — 436,952 436,952 — 
Mortgage, commercial247 — 75 322 402,520 402,842 — 
Loans to individuals314 53 — 367 36,308 36,675 — 
Obligations of state and political subdivisions— — — — 48,213 48,213 — 
 $5,214 $1,594 $3,474 $10,282 $3,097,831 $3,108,113 $553 
 The Company does not have a material amount of loans that are past due less than 90 days where there are serious doubts as to the ability of the borrowers to comply with the loan repayment terms.
Page 35

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Certain nonaccrual and TDR loan information by loan type at March 31, 2023 and December 31, 2022, was as follows:

 March 31, 2023December 31, 2022
 Non-accrual
loans (1)
Accruing loans
past due 90 days
or more
TDR loansNon-
accrual
loans (1)
Accruing loans
past due 90 days
or more
TDR loans
 (Amounts In Thousands)(Amounts In Thousands)
Agricultural$300 $12 $16 $— $— $20 
Commercial and financial353 — 1,059 265 — 1,124 
Real estate:   
Construction, 1 to 4 family residential105 — — 105 — — 
Construction, land development and commercial190 — — 191 — — 
Mortgage, farmland82 — 1,537 623 — 1,039 
Mortgage, 1 to 4 family first liens5,054 — 1,140 4,550 553 1,156 
Mortgage, 1 to 4 family junior liens171 14 19 175 — 19 
Mortgage, multi-family— — 616 — — 620 
Mortgage, commercial704 — 2,087 906 — 1,927 
Loans to individuals— — — — — — 
Obligations of state and political subdivisions — — —  — 
 $6,959 $26 $6,474 $6,815 $553 $5,905 

(1)There were $0.99 million and $1.75 million of TDR loans included within nonaccrual loans as of March 31, 2023 and December 31, 2022, respectively.

Loans 90 days or more past due that are still accruing interest decreased $0.53 million from December 31, 2022 to March 31, 2023. As of March 31, 2023, there were two accruing loans past due 90 days or more with an average loan balance of $0.01 million. There were 4 accruing loans past due 90 days or more as of December 31, 2022 with an average loan balance of $0.14 million. The accruing loans past due 90 days or more balances are believed to be adequately collateralized and the Company expects to collect all principal and interest as contractually due under these loans. There was no interest income recognized on nonaccrual loans for the three months ended March 31, 2023 and year ended December 31, 2022.
The Company may modify the terms of a loan to maximize the collection of amounts due.  Such a modification was considered a troubled debt restructuring (“TDR”) prior to adoption of ASU 2022-02 on January 1, 2023.  In most cases, the modification is either a reduction in interest rate, conversion to interest only payments or an extension of the maturity date.  The borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term, so a concessionary modification is granted to the borrower that would otherwise not be considered.  TDR loans accrue interest as long as the borrower complies with the revised terms and conditions and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles.

Section 4013 of the CARES Act, “Temporary Relief From Troubled Debt Restructurings,” allows financial institutions the option to temporarily suspend certain requirements under GAAP related to TDRs for a limited period of time during the COVID-19 pandemic. As of March 31, 2023, the total amount of the eligible loans in deferral (deferral of principal and/or interest) that met the requirements set forth under the CARES Act and therefore were not considered TDRs was 15 loans, totaling $6.7 million. As of December 31, 2022, there were 16 loans, totaling $7.3 million that met the requirements and were not considered TDRs.

Page 36

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
As of March 31, 2023 and December 31, 2022, COVID-19 related payment deferrals were approximately 0.02% and 0.03% of total loans, respectively.

Below is a summary of information for TDR loans as of March 31, 2023 and December 31, 2022:

 March 31, 2023December 31, 2022
Number
of
contracts
Recorded
investment
Commitments
outstanding
Number
of
contracts
Recorded
investment
Commitments
outstanding
 (Amounts In Thousands)(Amounts In Thousands)
Agricultural$16 $170 $20 $100 
Commercial and financial16 1,292 19 11 1,379 49 
Real estate:
Construction, 1 to 4 family residential105 — 105 — 
Construction, land development and commercial191 — 191 — 
Mortgage, farmland1,536 — 1,578 — 
Mortgage, 1 to 4 family first liens12 1,140 — 1,156 — 
Mortgage, 1 to 4 family junior liens19 — 19 — 
Mortgage, multi-family616 — 620 — 
Mortgage, commercial10 2,550 — 2,584 — 
Loans to individuals— — — — — — 
Obligations of state and political subdivisions— — — — — — 
 48 $7,465 $189 37 $7,652 $149 

























Page 37

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The following is a summary of TDR loans that were modified during the three months ended March 31, 2022:
 Three Months Ended March 31, 2022
Number
of
contracts
Pre-modification
recorded
investment
Post-modification
recorded
investment
 
Agricultural— $— $— 
Commercial and financial371 371 
Real estate:  
Construction, 1 to 4 family residential105 105 
Construction, land development and commercial191 191 
Mortgage, farmland— — — 
Mortgage, 1 to 4 family first lien— — — 
Mortgage, 1 to 4 family junior liens— — — 
Mortgage, multi-family— — — 
Mortgage, commercial274 274 
Loans to individuals
Obligations of state and political subdivisions
 $941 $941 

The Company has allocated $0.06 million of allowance for TDR loans and the Company had commitments to lend $0.19 million in additional borrowings to restructured loan customers as of March 31, 2023.  The Company had commitments to lend $0.15 million in additional borrowings to restructured loan customers as of December 31, 2022.  These commitments were in the normal course of business.  The additional borrowings were not used to facilitate payments on these loans. The modifications of the terms of loans performed during the three months ended March 31, 2022 included extensions of the maturity date.

There were no TDR loans that were in payment default (defined as past due 90 days or more) during the period ended March 31, 2023 and the year ended December 31, 2022.

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification.

Page 38

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted.

The following table shows the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted (numbers in thousands):

Loan Modifications Made to Borrowers Experiencing Financial Difficulty
Term Extension
Amortized Cost Basis at March 31, 2023% of Total Class of Financing Receivable
Loan Type
Mortgage, Farmland$1,236 0.46%
Agricultural176 0.17%
Total$1,412 

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty:
Term Extension
Loan TypeFinancial Effect
Mortgage, Farmland
Added a weighted-average 4.6 years to the life of loans.
Agricultural
Added a weighted-average 0.5 year to the life of loans.

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

There were no financing receivables that had a payment default during the period and were modified in the 12 months before default to borrowers experiencing financial difficulty.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the last 12 months (numbers in thousands):
Payment Status (Amortized Cost Basis)
Current30-89 Days Past Due90+ Days Past Due
Loan Type
Mortgage, Farmland$1,236 $— $— 
Agricultural176 — — 
$1,412 $— $— 









Page 39

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The following table presents the amortized cost basis of collateral dependent loans, by the primary collateral type, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans:

Primary Type of Collateral
Real EstateAccounts ReceivableEquipmentOtherTotalACL Allocation
(Amounts In Thousands)
March 31, 2023
Agricultural$504 $— $— $— $504 $— 
Commercial and financial2,113 — 64 — 2,177 460 
Real estate:
Construction, 1 to 4 family residential105 — — — 105 55 
Construction, land development and commercial191 — — — 191 — 
Mortgage, farmland2,685 — 169 — 2,854 — 
Mortgage, 1 to 4 family first liens6,195 — — — 6,195 43 
Mortgage, 1 to 4 family junior liens202 — — — 202 
Mortgage, multi-family616 — — — 616 — 
Mortgage, commercial2,791 — — — 2,791 — 
Loans to individuals— — — — — — 
Obligations of state and political subdivisions— — — — — — 
$15,402 $— $233 $— $15,635 $560 

Page 40

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Primary Type of Collateral
Real EstateAccounts ReceivableEquipmentOtherTotalACL Allocation
(Amounts In Thousands)
December 31, 2022
Agricultural$197 $— $— $— $197 $— 
Commercial and financial1,385 — 74 — 1,459 
Real estate:
Construction, 1 to 4 family residential382 — — — 382 105 
Construction, land development and commercial191 — — — 191 — 
Mortgage, farmland1,482 — 180 — 1,662 — 
Mortgage, 1 to 4 family first liens6,012 — — — 6,012 44 
Mortgage, 1 to 4 family junior liens193 — — — 193 
Mortgage, multi-family620 — — — 620 — 
Mortgage, commercial2,833 — — — 2,833 
Loans to individuals30 — — — 30 29 
Obligations of state and political subdivisions— — — — — — 
$13,325 $— $254 $— $13,579 $184 









Page 41

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
The changes in the ACL in 2023 compared to December 31, 2022 is the result of the following factors: slight increase in forecasted Iowa unemployment used in the ACL calculation which resulted in an increase of $0.39 million; increase in loan volume which resulted in an increase of $0.54 million; changes in prepayment and curtailment rates resulting in a decrease of $0.40 million; increase in the individually analyzed loans reserve of $0.38 million; decreases in qualitative factors determined necessary by management which resulted in a decrease of $1.60 million and other changes of $0.32 million. The increase in the allowance for credit losses on off-balance sheet credit exposures is primarily a result of the increased outstanding unfunded commitments as of March 31, 2023.

The extent to which collateral secures collateral-dependent loans is provided in the previous individually analyzed loans table and changes in the extent to which collateral secures its collateral-dependent loans are described below. Collateral-dependent loans increased $2.06 million from December 31, 2022 to March 31, 2023.  Collateral-dependent loans include any loan that has been placed on nonaccrual status, accruing loans past due 90 days or more, TDR loans and loans made to borrowers with financial difficulties. Collateral-dependent loans also include loans that, based on management’s evaluation of current information and events, the Company expects to be unable to collect in full according to the contractual terms of the original loan agreement.  Collateral-dependent loans were 0.49% of loans held for investment as of March 31, 2023 and 0.44% as of December 31, 2022.  The increase in collateral-dependent loans is due to an increase in loans facing financial difficulties of $1.41 million, an increase in loans with a specific reserve of $0.48 million, an increase in nonaccrual loans of $0.14 million, a decrease in 90 days or more accruing loans of $0.53 million and a decrease in TDR loans of $0.18 million from December 31, 2022 to March 31, 2023. There were no significant changes noted in the extent to which collateral secures collateral-dependent loans.

The Company regularly reviews a substantial portion of the loans in the portfolio and assesses whether the loans share common risk characteristics for which expected credit loss is measured on a pool basis or if the loans do not share common risk characteristics and therefore expected credit loss is measured on an individual loan basis.  If the loans are assessed for credit losses on an individual basis, the Company determines if a specific allowance is appropriate.  In addition, the Company's management also reviews and, where determined necessary, provides allowances for particular loans based upon (1) reviews of specific borrowers and (2) management’s assessment of areas that management considers are of higher credit risk, including loans that have been restructured or modified to a borrower experiencing financial difficulties.  Loans that are determined not to be collateral-dependent and for which there are no specific allowances are classified into one or more risk categories and expected credit loss is measured on a pool basis. See Note 1 for further discussion of the allowance for credit losses for loans held for investment.

Specific allowances for credit losses on loans assessed individually are established if the loan balances exceed the net present value of the relevant future cash flows or the fair value of the relevant collateral based on updated appraisals and/or updated collateral analysis for the properties if the loan is collateral dependent.  The Company may recognize a charge off or record a specific allowance related to an individually analyzed loan if there is a collateral shortfall or it is unlikely the borrower can make all principal and interest payments as contractually due.

For loans that are collateral-dependent, losses are evaluated based on the portion of a loan that exceeds the fair market value of the collateral.  In general, this is the amount that the carrying value of the loan exceeds the related appraised value less estimated costs to sell the collateral.  Generally, it is the Company’s policy not to rely on appraisals that are older than one year prior to the date the credit loss is being measured.  The most recent appraisal values may be adjusted if, in the Company’s judgment, experience and other market data indicate that the property’s value, use, condition, exit market or other variables affecting its value may have changed since the appraisal was performed. The charge off or loss adjustment supported by an appraisal is considered the minimum charge off.  Any adjustments made to the appraised value are to provide an additional charge off or specific reserve based on the applicable facts and circumstances.  In instances where there is an estimated decline in value, a specific reserve may be provided or a charge off taken pending confirmation of the amount of the loss from an updated appraisal.  Upon receipt of the new appraisals, an additional specific reserve may be provided or charge off taken based on the appraised value of the collateral.  On average, appraisals are obtained within one month of order.

Note 6.Leases

The Bank leases certain of its branch offices, parking facilities and certain equipment under operating leases. The leases have remaining lease terms of 1 year to 11 years, some of which include options to extend the leases for up to 10 years, and some of which include options to terminate the leases within 1 year. As the options are reasonably certain to be exercised, they are recognized as part of the right-of-use assets and lease liabilities.
Page 42

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

For the three months ended March 31, 2023 and 2022, total operating lease expense was $0.14 million and $0.14 million respectively, and is included in occupancy expenses in the consolidated statements of income. Included in this for the three months ended March 31, 2023 and 2022 were $0.12 million and $0.12 million, respectively, of operating lease costs, $0.01 million and $0.01 million, respectively, of short term lease costs, and $0.01 million and $0.01 million, respectively, of variable lease costs.
For the three months ended March 31, 2023 and 2022, cash paid for amounts included in the measurement of operating lease liabilities was $0.12 million and $0.12 million, respectively.
As of March 31, 2023 and December 31, 2022, operating lease right-of-use assets included in other assets was $2.02 million and $2.11 million respectively. Operating lease liabilities included in other liabilities were $2.11 million and $2.19 million as of March 31, 2023 and December 31, 2022. As of March 31, 2023 and December 31, 2022, the weighted average remaining lease term for operating leases was 9.66 years and 9.72 years, respectively, and the weighted average discount rate for operating leases was 3.55% and 3.54%, respectively. Discount rates used were determined from FHLB borrowing rates for comparable terms.
As of March 31, 2023, maturities of lease liabilities were as follows:
Year ending December 31:(Amounts In Thousands)
2023 (excluding the three months ended March 31, 2023)$225 
2024260 
2025263 
2026266 
2027264 
Thereafter1,239 
Total lease payments2,517 
Less imputed interest(407)
Total operating lease liabilities$2,110 

Page 43

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 7.Fair Value Measurements

The carrying value and estimated fair values of the Company's financial instruments as of March 31, 2023 are as follows:
 March 31, 2023
 Carrying
Amount
Estimated Fair
Value
Readily
Available
Market
Prices(1)
Observable
Market
Prices(2)
Company
Determined
Market
Prices(3)
 (Amounts In Thousands)
Financial instrument assets:
Cash and cash equivalents$146,605 $146,605 $146,605 $ $ 
Investment securities778,026 778,026 435,202 342,824  
Loans held for sale2,991 2,991  2,991  
Loans, net of allowance for credit losses
Agricultural103,160 102,314   102,314 
Commercial and financial266,221 261,697   261,697 
Real estate:
Construction, 1 to 4 family residential90,412 90,645   90,645 
Construction, land development and commercial232,649 226,217   226,217 
Mortgage, farmland265,954 249,347   249,347 
Mortgage, 1 to 4 family first liens1,151,712 1,083,680   1,083,680 
Mortgage, 1 to 4 family junior liens127,044 122,302   122,302 
Mortgage, multi-family436,059 414,245   414,245 
Mortgage, commercial400,390 380,359   380,359 
Loans to individuals37,007 35,562   35,562 
Obligations of state and political subdivisions47,180 45,983   45,983 
Accrued interest receivable17,381 17,381  17,381  
Total financial instrument assets$4,102,791 $3,957,354 $581,807 $363,196 $3,012,351 
Financial instrument liabilities     
Deposits     
Noninterest-bearing deposits$627,784 $627,784 $ $627,784 $ 
Interest-bearing deposits2,816,297 2,817,233  2,817,233  
Federal Home Loan Bank borrowings220,000 220,000  220,000  
Accrued interest payable1,875 1,875  1,875  
Total financial instrument liabilities$3,665,956 $3,666,892 $ $3,666,892 $ 
 Face Amount    
Financial instrument with off-balance sheet risk:     
Loan commitments$732,930 $ $ $ $— 
Letters of credit6,291    — 
Total financial instrument liabilities with off-balance-sheet risk$739,221 $ $ $ $ 
(1)Considered Level 1 under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”).
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.


Page 44

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

The carrying value and estimated fair values of the Company's financial instruments as of December 31, 2022 are as follows:

 December 31, 2022
 Carrying
Amount
Estimated Fair
Value
Readily
Available
Market
Prices(1)
Observable
Market
Prices(2)
Company
Determined
Market
Prices(3)
 (Amounts In Thousands)
Financial instrument assets:
Cash and cash equivalents$36,641 $36,641 $36,641 $ $ 
Investment securities782,565 782,565 445,392 337,173  
Loans held for sale1,663 1,663  1,663  
Loans, net of allowance for credit losses     
Agricultural110,163 108,992   108,992 
Commercial and financial263,309 259,500   259,500 
Real estate:     
Construction, 1 to 4 family residential91,297 91,279   91,279 
Construction, land development and commercial193,162 188,726   188,726 
Mortgage, farmland253,581 237,849   237,849 
Mortgage, 1 to 4 family first liens1,120,150 1,055,091   1,055,091 
Mortgage, 1 to 4 family junior liens121,890 118,279   118,279 
Mortgage, multi-family432,517 411,092   411,092 
Mortgage, commercial397,861 377,753   377,753 
Loans to individuals35,278 36,934   36,934 
Obligations of state and political subdivisions47,773 45,653   45,653 
Accrued interest receivable15,782 15,782  15,782  
Total financial instrument assets$3,903,632 $3,767,799 $482,033 $354,618 $2,931,148 
Financial instrument liabilities:     
Deposits     
Noninterest-bearing deposits$647,450 $647,450 $ $647,450 $ 
Interest-bearing deposits2,709,917 2,711,088  2,711,088  
Other borrowings82,061 82,061  82,061  
Federal Home Loan Bank borrowings40,000 40,000  40,000  
Accrued interest payable1,394 1,394  1,394  
Total financial instrument liabilities$3,480,822 $3,481,993 $ $3,481,993 $ 
 Face Amount    
Financial instrument with off-balance sheet risk:     
Loan commitments$701,729 $ $ $ $— 
Letters of credit6,618    — 
Total financial instrument liabilities with off-balance-sheet risk$708,347 $ $ $ $ 
 Considered Level 1 under ASC 820.
(1)Considered Level 2 under ASC 820.
(2)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
Page 45

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)

Fair value of financial instruments:  FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) provides a single definition for fair value, a framework for measuring fair value and expanded disclosures concerning fair value.  Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company determines the fair market value of its financial instruments based on the fair value hierarchy established in ASC 820.  There are three levels of inputs that may be used to measure fair value as follows:

Level 1Quoted prices in active markets for identical assets or liabilities.
Level 2Observable inputs other than quoted prices included within Level 1.  Observable inputs include the quoted prices for similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability.
Level 3Unobservable inputs supported by little or no market activity for financial instruments.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements.  The Company is required to use observable inputs, to the extent available, in the fair value estimation process unless that data results from forced liquidations or distressed sales. 

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

ASSETS

Investment securities available for sale:  Investment securities available for sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If a quoted price is not available, the fair value is obtained from benchmarking the security against similar securities. U.S. Treasury securities are considered Level 1 with the remaining securities considered Level 2.

The pricing for investment securities is obtained from an independent source.  There are no Level 3 investment securities owned by the Company.  The Company obtains an understanding of the independent source’s valuation methodologies used to determine fair value by level of security. The Company validates assigned fair values on a sample basis using an additional third-party provider pricing service to determine if the fair value measurement is reasonable. Due to the nature of our investment portfolio, we do not expect significant and unusual fluctuations as fair value changes primarily relate to interest rate changes.   No unusual fluctuations were identified during the three months ended March 31, 2023. If a fluctuation requiring investigation was identified, the Company would research the change with the independent source or other available information.
Individually analyzed loans under ASC 326 CECL: See Note 1 for further discussion of individually analyzed loans under CECL.
A loan is considered to be non-performing when it is probable that all of the principal and interest due may not be collected according to its contractual terms. Generally, when a loan is considered non-performing, the amount of reserve is measured based on the fair value of the underlying collateral. The Company makes such measurements on all material loans deemed non-performing using the fair value of the collateral for collateral dependent loans or based on the present value of the estimated future cash flows of interest and principal discounted at the loans effective interest rate or the fair value of the loan if determinable. The fair value of collateral used by the Company is determined by obtaining an observable market price or by obtaining an appraised value from an independent, licensed or certified appraiser, using observable market data. This data includes information such as selling price of similar properties and capitalization rates of similar properties sold within the market, expected future cash flows or earnings of the subject property based on current market expectations, and other relevant factors. All appraised values are adjusted for market-related trends based on the Company's experience in sales and other appraisals of similar property types as well as estimated selling costs. These loans are considered Level 3 as the instruments used to determine fair market value require significant management judgment and estimation.
Page 46

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Foreclosed assets:  The Company does not record foreclosed assets at fair value on a recurring basis.  Foreclosed assets consist mainly of other real estate owned but may include other types of assets repossessed by the Company.  Foreclosed assets are adjusted to the lower of carrying value or fair value less the cost of disposal.   Fair value is generally based upon independent market prices or appraised values of the collateral, and may include a marketability discount as deemed necessary by management based on its experience with similar types of real estate.  The value of foreclosed assets is evaluated periodically as a nonrecurring fair value adjustment.  Foreclosed assets are classified as Level 3.

Off-balance sheet instruments:  Fair values for outstanding letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing.  The fair value of the outstanding letters of credit is not significant. Unfunded loan commitments are not valued since the loans are generally priced at market at the time of funding (Level 2).

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The table below represents the balances of assets and liabilities measured at fair value on a recurring basis:

 March 31, 2023
 Readily
Available
Market
Prices(1)
Observable
Market Prices(2)
Company
Determined
Market
Prices(3)
Total at Fair
Value
Securities available for sale(Amounts In Thousands)
U.S. Treasury$435,202 $— $— $435,202 
State and political subdivisions— 247,277 — 247,277 
Mortgage-backed securities and collateralized mortgage obligations— 49,597 — 49,597 
Other securities (FHLB, FHLMC and FNMA)— 32,365 — 32,365 
Total$435,202 $329,239 $— $764,441 

 December 31, 2022
 Readily
Available
Market
Prices(1)
Observable
Market Prices(2)
Company
Determined
Market
Prices(3)
Total at Fair
Value
Securities available for sale(Amounts In Thousands)
U.S. Treasury$445,392 $— $— $445,392 
State and political subdivisions— 248,582 — 248,582 
Mortgage-backed securities and collateralized mortgage obligations— 50,196 — 50,196 
Other securities (FHLB, FHLMC and FNMA)— 31,934 — 31,934 
Total$445,392 $330,712 $— $776,104 
 
(1)Considered Level 1 under ASC 820.
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.

There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2023 and the year ended December 31, 2022.


Page 47

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

The Company is required to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP.  These adjustments to fair value usually result from application of lower-of-cost-or-market accounting or write-downs of individual assets.  The valuation methodologies used to measure these fair value adjustments are described above.    The following tables present the Company’s assets that are measured at fair value on a nonrecurring basis.

 March 31, 2023Three Months Ended March 31, 2023
 Readily
Available
Market
Prices(1)
Observable
Market
Prices(2)
Company
Determined
Market
Prices(3)
Total at
Fair
Value
Total Losses
 (Amounts in Thousands)
Loans (4)
Agricultural$— $— $476 $476 $— 
Commercial and financial— — 1,664 1,664 15 
Real Estate:
Construction, 1 to 4 family residential— — 50 50 — 
Construction, land development and commercial— — 191 191 — 
Mortgage, farmland— — 2,854 2,854 — 
Mortgage, 1 to 4 family first liens— — 6,125 6,125 21 
Mortgage, 1 to 4 family junior liens— — 189 189 — 
Mortgage, multi-family— — 616 616 — 
Mortgage, commercial— — 2,737 2,737 — 
Loans to individuals— — — — — 
Foreclosed assets (5)— — — — — 
Total$— $— $14,902 $14,902 $36 
 
(1)Considered Level 1 under ASC 820.
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
(4)Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully-charged off is zero.
(5)Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.

Page 48

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis (continued)
 December 31, 2022Year Ended December 31, 2022
 Readily
Available
Market
Prices(1)
Observable
Market
Prices(2)
Company
Determined
Market
Prices(3)
Total at Fair
Value
Total Losses
 (Amounts in Thousands)
Loans (4)
Agricultural$— $— $— $— $— 
Commercial and financial— — 1,324 1,324 225 
Real Estate:
Construction, 1 to 4 family residential— — 277 277 — 
Construction, land development and commercial— — 191 191 — 
Mortgage, farmland— — 1,662 1,662 123 
Mortgage, 1 to 4 family first liens— — 5,639 5,639 367 
Mortgage, 1 to 4 family junior liens— — 193 193 
Mortgage, multi-family— — 620 620 50 
Mortgage, commercial— — 2,778 2,778 — 
Loans to individuals— — — — — 
Foreclosed assets (5)— — — — — 
Total$— $— $12,684 $12,684 $770 
(1)Considered Level 1 under ASC 820.
(2)Considered Level 2 under ASC 820.
(3)Considered Level 3 under ASC 820 and are based on valuation models that use significant assumptions that are not observable in an active market.
(4)Represents carrying value and related write-downs of loans for which adjustments are based on the value of the collateral. The carrying value of loans fully-charged off is zero.
(5)Represents the fair value and related losses of foreclosed real estate and other collateral owned that were measured at fair value subsequent to their initial classification as foreclosed assets.

Page 49

Index

Note 8.Stock Repurchase Program

On July 26, 2005, the Company’s Board of Directors authorized a program to repurchase up to a total of 1,500,000 shares of the Company’s common stock (the “2005 Stock Repurchase Program”).  On August 9, 2022, the Company’s Board of Directors authorized the expansion of the 2005 Stock Repurchase Program to allow an additional 750,000 shares for repurchase and the continuation through December 31, 2027. The Company expects the purchases pursuant to the 2005 Stock Repurchase Program to be made from time to time in private transactions at a price equal to the most recent quarterly independent appraisal of the shares of the Company’s common stock and with the Board reviewing the overall results of the 2005 Stock Repurchase Program on a quarterly basis.  All purchases made pursuant to the 2005 Stock Repurchase Program since its inception have been made on that basis.  The amount and timing of stock repurchases will be based on various factors, such as the Board’s assessment of the Company’s capital structure and liquidity, the amount of interest shown by shareholders in selling shares of stock to the Company at their appraised value, and applicable regulatory, legal and accounting factors.  The Company has purchased 1,549,147 shares of its common stock in privately negotiated transactions from August 1, 2005 through March 31, 2023.  Of these 1,549,147 shares, 32,682 shares were purchased during the quarter ended March 31, 2023, at an average price per share of $72.00.
Page 50

Index
HILLS BANCORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 9. Commitments and Contingencies

Concentrations of credit risk:  The Company’s loans, commitments to extend credit, unused lines of credit and outstanding letters of credit have been granted to customers within the Company's market area.  Investments in securities issued by state and political subdivisions within the state of Iowa totaled approximately $91.32 million.  The concentrations of credit by type of loan are set forth in Note 5 to the Consolidated Financial Statements.  Outstanding letters of credit were granted primarily to commercial borrowers.  Although the Company has a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent upon the economic conditions in Johnson, Linn and Washington Counties, Iowa.

Contingencies:  In the normal course of business, the Company and its subsidiaries are subject to pending and threatened legal actions, some of which seek substantial relief or damages.  While the ultimate outcome of such legal proceedings cannot be predicted with certainty, after reviewing pending and threatened litigation with counsel, management believes at this time that the outcome of such litigation will not have a material adverse effect on the Company’s business, financial conditions, or results of operations.

Financial instruments with off-balance sheet risk:  The Company is a party to 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, credit card participations and standby letters of credit.  These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, credit card participations and standby letters of credit is represented by the contractual amount of those instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.  A summary of the Company’s commitments at March 31, 2023 and December 31, 2022 is as follows:
 
 March 31, 2023December 31, 2022
 (Amounts In Thousands)
Firm loan commitments and unused portion of lines of credit:
Home equity loans$83,410 $84,869 
Credit cards67,528 66,535 
Commercial, real estate and home construction282,512 241,983 
Commercial lines and real estate purchase loans299,480 308,342 
Outstanding letters of credit6,291 6,618 
 
Note 10.Income Taxes

Federal income tax expense for the three months ended March 31, 2023 and 2022 was computed using the consolidated effective federal tax rate.  The Company also recognized income tax expense pertaining to state franchise taxes payable individually by the subsidiary bank.  The Company files a consolidated tax return for federal purposes and separate tax returns for State of Iowa purposes.  The tax years ended December 31, 2022, 2021, and 2020 remain subject to examination by the Internal Revenue Service.  For state tax purposes, the tax years ended December 31, 2022, 2021, and 2020 remain open for examination.  There were no material unrecognized tax benefits at March 31, 2023  and December 31, 2022 and therefore no interest or penalties on unrecognized tax benefits has been recorded.  As of March 31, 2023, the Company does not anticipate any significant increase in unrecognized tax benefits during the twelve-month period ending March 31, 2024. Income taxes as a percentage of income before taxes were 21.15% for the three months ended March 31, 2023 and 20.97% for the same period in 2022. 

Page 51

Index

HILLS BANCORPORATION
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is management’s discussion and analysis of the financial condition of Hills Bancorporation (“Hills Bancorporation” or “the Company”) and its banking subsidiary Hills Bank and Trust Company (“the Bank”) for the dates and periods indicated.  The discussion and analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.

Special Note Regarding Forward Looking Statements

This report contains, and future oral and written statements of the Company and its management may contain, forward-looking statements within the meaning of such term in the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Actual results may differ materially from those included in the forward-looking statements.  Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events.

The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, the following:

The strength of the United States economy in general and the strength of the local economies in which the Company conducts its operations which may be less favorable than expected and may result in, among other things, a deterioration in the credit quality and value of the Company’s assets. This includes current concerns related to higher inflation, rising energy prices, the Russia-Ukraine war and supply chain imbalances.

The effects of recent financial market disruptions and/or an economic recession, and monetary and other governmental actions designed to address such disruptions, including in response to the COVID-19 pandemic.

The financial strength of the counterparties with which the Company or the Company’s customers do business and as to which the Company has investment or financial exposure.

The credit quality and credit agency ratings of the securities in the Company’s investment securities portfolio, a deterioration or downgrade of which could lead to recognition of an allowance for credit losses on the affected securities and the recognition of a credit loss.

The effects of, and changes in, laws, regulations and policies affecting banking, securities, insurance and monetary and financial matters as well as any laws otherwise affecting the Company, including, but not limited to, potential changes in U.S. tax laws and regulations.

The effects of changes in interest rates (including the effects of changes in the rate of prepayments of the Company’s assets) and the policies of the Board of Governors of the Federal Reserve System.

The ability of the Company to compete with other financial institutions as effectively as the Company currently intends due to increases in competitive pressures in the financial services sector.

The ability of the Company to obtain new customers and to retain existing customers.

The timely development and acceptance of products and services, including products and services offered through alternative electronic delivery channels.

Technological changes implemented by the Company and by other parties, including third party vendors, which may be more difficult or more expensive than anticipated or which may have unforeseen consequences to the Company and its customers.

Page 52

Index

HILLS BANCORPORATION
The ability of the Company to develop and maintain secure and reliable technology systems.

The ability of the Company to retain key executives and employees and the difficulty that the Company may experience in replacing key executives and employees in an effective manner.

Consumer spending and saving habits which may change in a manner that affects the Company’s business adversely.

The economic impact of natural disasters, diseases and/or pandemics, and terrorist attacks and military actions.

Business combinations and the integration of acquired businesses and assets which may be more difficult or expensive than expected.

The costs, effects and outcomes of existing or future litigation.

Changes in accounting policies and practices that may be adopted by state and federal regulatory agencies and the Financial Accounting Standards Board.

The ability of the Company to manage the risks associated with the foregoing as well as anticipated.

These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including other factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.

Economic Environment

Economic conditions have created significant uncertainty about the future economic environment which will continue to evolve and potentially impact our business in future periods. Concerns over interest rate levels, energy prices, domestic and global policy issues, trade policy in the U.S. and geopolitical events, as well as the implications of those events on the markets in general, further add to the global uncertainty. Currently, however, the U.S. economy remains surprisingly strong, given the collective impact of the recent global pandemic, significant inflationary pressures, severe supply chain issues, and a war in Eastern Europe affecting a key global energy supplier. In addition, current labor market conditions suggest there is some potential support for the idea that the economy can achieve the desired “soft landing.” Inflation, however, continues to remain a concern, but much less of one than it was a year ago. While the risk that interest rate increases to fight inflation could lead to a recession remains a pressing concern assuming that U.S. policymakers can avoid any materially damaging policy moves, such as not lifting the debt ceiling, signs are hopeful that the U.S. economy can begin to stabilize in the near-term. Nonetheless, interest rate levels and energy prices, in combination with global economic conditions, fiscal and monetary policy and the level of regulatory and government scrutiny of financial institutions will likely continue to impact our results throughout the remainder of 2023 and possibly into 2024.

Our credit administration continues to closely monitor and analyze the higher risk segments within the loan portfolio, tracking loan payment deferrals, customer liquidity and providing timely reports to senior management and the board of directors. Based on the Company’s capital levels, prudent underwriting policies, loan concentration diversification and our geographic footprint, senior management is cautiously optimistic that the Company is positioned to continue managing the impact of the varied set of risks and uncertainties currently impacting the economy and remain adequately capitalized. However, the Company may be required to make additional credit loss provisions as warranted by the extremely fluid economic condition.



Page 53

Index

HILLS BANCORPORATION
Critical Accounting Policies

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The financial information contained within these financial statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. Based on its consideration of accounting policies that involve the most complex and subjective decisions and assessments, management has identified its most critical accounting policies to be those which are related to the allowance for credit losses.

Allowance for Credit Losses

On January 1, 2021, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the allowance for credit losses use the current expected credit loss (CECL) methodology. The following is a discussion of the methodologies used by the Company with the adoption of ASC 326.

The preparation of financial statements in accordance with the accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make a number of judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense in the financial statements. Various elements of our accounting policies, by their nature, involve the application of highly sensitive and judgmental estimates and assumptions. Some of these policies and estimates relate to matters that are highly complex and contain substantial inherent uncertainties. Management has made significant estimates in several areas, including the allowance for credit losses (see Note 5 - Loans and Note 4 - Securities) and the fair value of debt securities (see Note 4 - Securities).

We have identified the following accounting policies and estimates that, due to the inherent judgments and assumptions and the potential sensitivity of the financial statements to those judgments and assumptions, are critical to an understanding of our financial statements. We believe that the judgments, estimates and assumptions used in the preparation of the Company's financial statements are appropriate. For a further description of our accounting policies, see Note 1 - Summary of Significant Accounting Policies in the financial statements included in this Form 10-Q.

The allowance for credit losses for loans represents management's estimate of all expected credit losses over the expected contractual life of our existing loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods.

We employ a disciplined process and methodology to establish our allowance for credit losses that has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of expected credit losses for such individual loans; and second, a pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.

Based upon this methodology, management establishes an asset-specific allowance for loans that do not share risk characteristics with other loans based on the amount of expected credit losses calculated on those loans and charges off amounts determined to be uncollectible. Factors we consider in measuring the extent of expected credit loss include payment status, collateral value, borrower financial condition, guarantor support and the probability of collecting scheduled principal and interest payments when due.

When a loan does not share risk characteristics with other loans, we measure expected credit loss as the difference between the amortized cost basis in the loan and the present value of expected future cash flows discounted at the loan's effective interest rate except that, for collateral- dependent loans, credit loss is measured as the difference between the amortized cost basis in the loan and the fair value of the underlying collateral. The fair value of the collateral is adjusted for the estimated cost to sell if repayment or satisfaction of a loan is dependent on the sale (rather than only on the operation) of the collateral. In accordance with our appraisal policy, the fair value of collateral-dependent loans is based upon independent third-party appraisals or on collateral valuations prepared by in-house evaluations. Once a third-party appraisal is greater than one year old, or if its determined that market conditions, changes to the property, changes in intended use of the property or other factors indicate that an appraisal is no longer reliable, we perform an internal collateral valuation to assess whether a change in collateral value requires an additional adjustment to carrying value. When we receive an updated appraisal or collateral valuation, management reassesses the need for adjustments to the loan's expected credit loss measurements and, where appropriate, records an
Page 54

Index

HILLS BANCORPORATION
adjustment. If the calculated expected credit loss is determined to be permanent, fixed or nonrecoverable, the credit loss portion of the loan will be charged off against the allowance for credit losses. Loans designated having significantly increased credit risk are generally placed on nonaccrual and remain in that status until all principal and interest payments are current and the prospects for future payments in accordance with the loan agreement are reasonably assured, at which point the loan is returned to accrual status.

In estimating the component of the allowance for credit losses for loans that share common risk characteristics, loans are segregated into loan classes. Loans are designated into loan classes based on loans pooled by product types and similar risk characteristics or areas of risk concentration. Credit loss assumptions are estimated using a model that categorizes loan pools based on loan type and purpose. This model calculates an expected life-of-loan loss percentage for each loan category by considering the probability of default using historical life-of-loan analysis periods for agricultural, 1 to 4 family first and junior liens, commercial and consumer segments, and the severity of loss, based on the aggregate net lifetime losses incurred per loan class.

The component of the allowance for credit losses for loans that share common risk characteristics also considers factors for each loan class to adjust for differences between the historical period used to calculate historical default and loss severity rates and expected conditions over the remaining lives of the loans in the portfolio related to:
Lending policies and procedures;
International, national, regional and local economic business conditions and developments that affect the collectability of the portfolio, including the condition of various markets;
The nature of the loan portfolio, including the terms of the loans;
The experience, ability and depth of the lending management and other relevant staff;
The volume and severity of past due and adversely classified or graded loans and the volume of nonaccrual loans;
The quality of our loan review and process;
The value of underlying collateral for collateral-dependent loans;
The existence and effect of any concentrations of credit and changes in the level of such concentrations; and
The effect of external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the existing portfolio.

Such factors are used to adjust the historical probabilities of default and severity of loss so that they reflect management expectation of future conditions based on a reasonable and supportable forecast. To the extent the lives of the loans in the portfolio extend beyond the period for which a reasonable and supportable forecast can be made, the Company reduces, on a straight-line basis over the remaining life of the loans, the adjustments so that model reverts back to the historical rates of default and severity of loss.

The credit loss expense recorded through earnings is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses for loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors.

The allowance for credit losses for loans, as reported in our consolidated balance sheet, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries. For further information on the allowance for credit losses for loans, see Note 1 - Summary of Significant Accounting Policies and Note 5 - Loans in the notes to the financial statements of this Form 10-Q.













Page 55

Index

HILLS BANCORPORATION
Overview

This overview highlights selected information and may not contain all of the information that is important to you in understanding our performance during the period.  For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates, you should carefully read this entire report.

The Company is a holding company engaged in the business of commercial banking.  The Company’s subsidiary is Hills Bank and Trust Company, Hills, Iowa (the “Bank”), which is wholly-owned.  The Bank was formed in Hills, Iowa in 1904.  The Bank is a full-service commercial bank extending its services to individuals, businesses, governmental units and institutional customers primarily in the communities of Hills, Iowa City, Coralville, North Liberty, Lisbon, Mount Vernon, Kalona, Wellman, Cedar Rapids, Marion, and Washington, Iowa.  At March 31, 2023, the Bank has nineteen full-service locations.

Net income for the three month period ended March 31, 2023 was $12.46 million compared to $10.65 million for the same three months of 2022, an increase of $1.81 million or 16.99%.  The principal factors in the increase in net income for the first three months of 2023 were an increase in net interest income of $4.02 million, a decrease in credit loss expense of $0.74 million, offset by a decrease in noninterest income of $1.10 million and an increase in noninterest expense of $1.34 million.

The Company achieved a return on average assets of 1.24% and a return on average equity of 11.69% for the twelve months ended March 31, 2023, compared to the twelve months ended March 31, 2022, which were 1.09% and 10.23%, respectively. The return on average assets and return on average equity for the three months ended March 31, 2023 were 1.25% and 11.79%, respectively, compared to the three months ended March 31, 2022, which were 1.07% and 10.08%, respectively.  Dividends of $1.05 per share were paid in January 2023 to 2,718 shareholders.  The dividend paid in January 2022 was $1.00 per share.

The Company’s net interest income is the largest component of revenue and it is primarily a function of the average earning assets and the net interest margin percentage.  The Company achieved a net interest margin on a tax-equivalent basis of 3.05% for the three months ended March 31, 2023 compared to 2.64% for the same three months of 2022.  Average earning assets were $3.961 billion year to date in 2023 and $3.942 billion in 2022.

Highlights noted on the balance sheet as of March 31, 2023 for the Company included the following:

Total assets were $4.177 billion, an increase of $196.25 million since December 31, 2022.
Cash and cash equivalents were $146.61 million, an increase of $109.96 million since December 31, 2022. The majority of the increase can be attributed to approximately $100 million of temporary public funds.
Net loans were $3.161 billion, an increase of $92.14 million since December 31, 2022. The increase is primarily attributable to approximately $40.03 million growth in land development and commercial construction loans, $12.24 million growth in farmland mortgages, $37.24 million growth in 1-4 family mortgages and $4.04 million growth in multi-family mortgages since December 31, 2022. Loans held for sale increased $1.33 million since December 31, 2022.
Deposits increased $86.71 million since December 31, 2022, primarily due to approximately $100 million in temporary public funds.

Refer to Note 7 for a discussion of fair value measurements which relate to methods used by the Company in recording assets and liabilities on its financial statements.
















Page 56

Index

HILLS BANCORPORATION
Financial Condition

There has been continued loan demand in 2023, primarily in land development and commercial construction, farmland mortgages, 1 to 4 family mortgages and multi-family mortgages. The lingering inflationary pressures have created significant uncertainty regarding projecting loan demand throughout the remainder of 2023. However, outstanding loan commitments continue to be significantly elevated compared to historical levels.

The following table sets forth the composition of the loan portfolio as of March 31, 2023 and December 31, 2022:

 March 31, 2023December 31, 2022
 AmountPercentAmountPercent
 (Amounts In Thousands)(Amounts In Thousands)
Agricultural$105,316 3.29 %$112,705 3.63 %
Commercial and financial271,784 8.50 269,568 8.67 
Real estate:  
Construction, 1 to 4 family residential91,526 2.86 92,408 2.97 
Construction, land development and commercial236,265 7.39 196,240 6.31 
Mortgage, farmland268,805 8.40 256,570 8.25 
Mortgage, 1 to 4 family first liens1,162,996 36.36 1,130,989 36.40 
Mortgage, 1 to 4 family junior liens130,179 4.07 124,951 4.02 
Mortgage, multi-family440,990 13.79 436,952 14.06 
Mortgage, commercial405,156 12.66 402,842 12.96 
Loans to individuals37,937 1.19 36,675 1.18 
Obligations of state and political subdivisions47,588 1.49 48,213 1.55 
 $3,198,542 100.00 %$3,108,113 100.00 %
Net unamortized fees and costs316  308  
 $3,198,858  $3,108,421  
Less allowance for credit losses41,070  41,440  
 $3,157,788  $3,066,981  

The Bank has an established formal loan origination policy.  In general, the loan origination policy attempts to reduce the risk of credit loss to the Company by requiring, among other things, maintenance of minimum loan to value ratios, evidence of appropriate levels of insurance carried by borrowers and documentation of appropriate types and amounts of collateral and sources of expected payment.  The collateral relied upon in the loan origination policy is generally the property being financed by the Company.  The source of expected payment is generally the income produced from the property being financed.  Personal guarantees are required of individuals owning or controlling at least 20% of the ownership of an entity.  Limited or proportional guarantees may be accepted in circumstances if approved by the Company’s Board of Directors.  Financial information provided by the borrower is verified as considered necessary by reference to tax returns, or audited, reviewed or compiled financial statements.  The Company does not originate subprime loans.  In order to modify, restructure or otherwise change the terms of a loan, the Company’s policy is to evaluate each borrower situation individually.  Modifications, restructures, extensions and other changes are done to improve the Company’s position and to protect the Company’s capital.  If a borrower is not current with its payments, any additional loans to such borrowers are evaluated on an individual borrower basis.

The Company has not experienced any significant time lapses in recognizing the required provisions for collateral dependent loans, nor has the Company delayed appropriate charge offs.  When an updated appraisal value has been obtained, the Company has used the appraisal amount in determining the appropriate charge off or required reserve.  The Company also evaluates any changes in the financial condition of the borrower and guarantors (if applicable), economic conditions, and the Company’s loss experience with the type of property in question.  Any information utilized in addition to the appraisal is intended to identify additional charge offs or provisions, not to override the appraised value.

Page 57

Index

HILLS BANCORPORATION
In accordance with Staff Accounting Bulletin No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues, and Staff Accounting Bulletin No. 119, which aligns the staff's guidance with FASB ASC Topic 326, or CECL, the Company determines and assigns ratings to loans using factors that include the following: an assessment of the financial condition of the borrower; a realistic determination of the value and adequacy of underlying collateral; the condition of the local economy and the condition of the specific industry of the borrower; an analysis of the levels and trends of loan categories; and a review of delinquent and classified loans.

Through the credit risk rating process, loans are reviewed to determine if they are performing in accordance with the original contractual terms. If the borrower has failed to comply with the original contractual terms, further action may be required by the Company, including a downgrade in the credit risk rating, movement to non-accrual status, a charge-off or the establishment of a specific reserve. In the event a collateral shortfall is identified during the credit review process, the Company will work with the borrower for a principal reduction and/or a pledge of additional collateral and/or additional guarantees. In the event that these options are not available, the loan may be subject to a downgrade of the credit risk rating. If the Company determines a loan amount or portion thereof, is uncollectible, the loan’s credit risk rating may be downgraded and the uncollectible amount charged-off or recorded as a specific allowance for losses.  The Company’s credit and legal departments undertake a thorough and ongoing analysis to determine if additional specific reserves and/or charge-offs are appropriate and to begin a workout plan for the loan to minimize actual losses.

The following table presents the allowance for credit losses as of March 31, 2023 and December 31, 2022 by loan category, the percentage of the allowance for each category to the total allowance, and the percentage of all loans in each category to total loans:
 
 March 31, 2023December 31, 2022
 Amount% of Total
Allowance
% of Loans to
Total Loans
Amount% of Total
Allowance
% of Loans to
Total Loans
 (In Thousands)(In Thousands)
Agricultural$2,156 5.25 %3.29 %$2,542 6.13 %3.63 %
Commercial and financial5,563 13.55 8.50 6,259 15.10 8.67 
Real estate:   
Construction, 1 to 4 family residential1,114 2.71 2.86 1,111 2.68 2.97 
Construction, land development and commercial3,616 8.80 7.39 3,078 7.43 6.31 
Mortgage, farmland2,851 6.94 8.40 2,989 7.21 8.25 
Mortgage, 1 to 4 family first liens11,600 28.25 36.36 11,147 26.91 36.40 
Mortgage, 1 to 4 family junior liens3,135 7.63 4.07 3,061 7.39 4.02 
Mortgage, multi-family4,931 12.01 13.79 4,435 10.70 14.06 
Mortgage, commercial4,766 11.60 12.66 4,981 12.02 12.96 
Loans to individuals930 2.26 1.19 1,397 3.37 1.18 
Obligations of state and political subdivisions408 1.00 1.49 440 1.06 1.55 
 $41,070 100.00 %100.00 %$41,440 100.00 %100.00 %

The allowance for credit losses (ACL) totaled $41.07 million at March 31, 2023 compared to the allowance of $41.44 million at December 31, 2022. The percentage of the allowance to outstanding loans was 1.28% and 1.33% at March 31, 2023 and December 31, 2022, respectively.  The allowance was based on management’s consideration of a number of factors, including composition of the loan portfolio, loans with higher credit risks and the overall amount of loans outstanding. The changes in the ACL in 2023 compared to December 31, 2022 is the result of the following factors: slight increase in the forecasted Iowa unemployment used in the ACL calculation which resulted in an increase of $0.39 million; increase in loan volume which resulted in an increase of $0.54 million; changes in prepayment and curtailment rates resulting in a decrease of $0.40 million;
Page 58

Index

HILLS BANCORPORATION
increase in the individually analyzed loans reserve of $0.38 million; changes in qualitative factors determined necessary by management which resulted in a decrease of $1.60 million and other changes of $0.32 million.

The adequacy of the allowance is reviewed quarterly and adjusted as appropriate after consideration has been given to the impact of economic conditions on the borrowers’ ability to repay, loan collateral values, past collection experience, the risk characteristics of the loan portfolio and such other factors that deserve current recognition. The growth of the loan portfolio and the trends in problem and watch loans are significant elements in the determination of the provision for credit losses.  Quantitative factors include the Company’s historical loss experience, which is then adjusted for levels and trends in past due, levels and trends in charged-off and recovered loans, trends in volume growth, trends in problem and watch loans, trends in restructured loans, local economic trends and conditions, industry and other conditions, and effects of changing interest rates.

Management has determined that the allowance for credit losses was adequate at March 31, 2023, and that the loan portfolio is diversified and secured, without undue concentration in any specific risk area. This process involves a high degree of management judgment; however, the allowance for credit losses is based on a comprehensive, well documented, and consistently applied analysis of the Company’s loan portfolio. This analysis takes into consideration all available information existing as of the financial statement date, including environmental factors such as economic, industry, geographical and political factors. The relative level of allowance for credit losses is reviewed and compared to industry data. This review encompasses levels of total collateral-dependent loans, portfolio mix, portfolio concentrations, current geographic risks and overall levels of net charge-offs.

Investment securities available for sale held by the Company decreased by $11.66 million from December 31, 2022 to March 31, 2023.  The fair value of securities available for sale was $45.71 million less than the amortized cost of such securities as of March 31, 2023.  At December 31, 2022, the fair value of the securities available for sale was $54.20 million less than the amortized cost of such securities.

Deposits increased $86.71 million in the first three months of 2023 primarily due to approximately $100 million in temporary public funds. In the opinion of the Company’s management, the Company continues to have sufficient liquidity resources available to fund expected additional loan growth.

Brokered deposits are included in total deposits and totaled $23.87 million as of March 31, 2023 with an average rate of 4.70%.  Brokered deposits were $31.74 million as of December 31, 2022 with an average interest rate of 2.60%. As of March 31, 2023 and December 31, 2022, brokered deposits were 0.69% and 0.95% of total deposits, respectively.

There were $220 million and $40 million of Federal Home Loan Bank (FHLB) borrowings as of March 31, 2023 and December 31, 2022, respectively. There were no Federal Funds purchased as of March 31, 2023 and $81.06 million as of December 31, 2022. It is expected that the FHLB and Federal Funds funding sources will be considered in the future if loan growth continues to exceed core deposit increases and the interest rates on funds borrowed from the FHLB and Federal Funds are favorable compared to other funding alternatives.

Dividends and Equity

In January 2023, Hills Bancorporation paid a dividend of $9.69 million or $1.05 per share.  The dividend paid in January 2022 was $1.00 per share. After payment of the dividend and the adjustment for accumulated other comprehensive income, stockholders’ equity as of March 31, 2023 totaled $436.66 million.

The Company elected to use the Community Bank Leverage Ratio (CBLR) framework as provided for in the Economic Growth, Regulatory Relief and Consumer Protection Act. Under the CBLR framework, the Company is required to maintain a CBLR of greater than 9%, as measured by dividing the Bank's Tier 1 capital by its average total consolidated assets. As of March 31, 2023 and December 31, 2022, the Company had regulatory capital in excess of the Federal Reserve’s minimum and well-capitalized definition requirements. The actual amounts and capital ratios as of March 31, 2023 and December 31, 2022 are presented below (amounts in thousands):
Page 59

Index

HILLS BANCORPORATION
 Actual
 Amount of Tier 1 CapitalRatio
As of March 31, 2023:
Company:
Community Bank Leverage ratio$518,617 12.87 %
Bank:  
Community Bank Leverage ratio519,497 12.90 
 Actual
 Amount of Tier 1 CapitalRatio
As of December 31, 2022:
Company:
Community Bank Leverage ratio$517,831 13.27 %
Bank:  
Community Bank Leverage ratio520,149 13.33 



Page 60

Index

HILLS BANCORPORATION
Discussion of operations for the three months ended March 31, 2023 and 2022

Net Income Overview
Total net income was $12.46 million in 2023 and $10.65 million in the comparable period in 2022, an increase of $1.81 million or 16.99%.  The change in net income in 2023 from the first three months of 2022 was primarily the result of the following:

Net interest income increased by $4.02 million, before credit loss expense.
For the three months ended March 31, 2023, credit loss expense was $0.37 million. This represents a decrease in expense of $0.73 million from the credit loss expense of $1.10 million for the three months ended March 31, 2022.
Noninterest income decreased by $1.10 million.
Noninterest expenses increased by $1.34 million.
Income tax expense increased by $0.52 million.
For the three month period ended March 31, 2023 and March 31, 2022 basic earnings per share was $1.35 and $1.15, respectively. Diluted earnings per share was $1.35 for the three months ended March 31, 2023 compared to $1.15 for the same period in 2022.

The Company’s net income for the period was driven primarily by four factors.  The first factor is credit loss expense. The majority of the Company’s interest-earning assets are in loans outstanding, which amounted to more than $3.161 billion at March 31, 2023. Credit loss expense was $0.37 million in 2023 compared to $1.10 million in 2022. The decrease in expense when compared to the same period in 2022 is primarily attributable to qualitative factor decreases determined necessary by management given historical charge-offs for agriculture and commercial loan classes compared to allowances recorded for these loan classes. The Company believes that credit loss expense is expected to be dependent on the Company’s loan growth, local economic conditions and asset quality.

The second factor affecting the Company’s net income is the interaction between changes in net interest margin and changes in average volumes of the Company's earnings assets.  Net interest income of $29.20 million for the first three months of 2023 was derived from the Company’s $3.961 billion of average earning assets during that period and its tax-equivalent net interest margin of 3.05%.  Average earning assets in the three months ended March 31, 2022 were $3.942 billion and the tax-equivalent net interest margin was 2.64%. Net interest income for the Company increased primarily as a result of interest income on increased loan volume and rates partially offset by increased interest expense from increased interest rates, including on FHLB borrowings. The Company expects net interest compression to impact earnings for the foreseeable future due to competition for loans and deposits. The Company believes growth in net interest income will be contingent on the growth of the Company’s earning assets, increasing yield on loans and the ongoing interest rate stance of the Federal Reserve Board.

The third factor affecting the Company’s net income is noninterest income, primarily the decrease in net gain on the sale of loans. The net gain on the sale of loans was $0.15 million and $0.81 million for the three months ended March 31, 2023 and 2022, respectively, a decrease of 82.12% for the three months ended March 31, 2023 compared to the same period in 2022. The amount of the net gain on sale of secondary market mortgage loans in each year can vary significantly. The volume of activity in these types of loans is directly related to the level of interest rates as well as the current origination and refinancing activity. The volume was significantly impacted by the Federal Reserve Board's increases to the federal funds rate in 2022 and 2023, resulting in a significant decline in the amount of mortgage loan origination and refinance activity.

The fourth factor affecting the Company’s net income is noninterest expenses, primarily the increase in salaries and related employee benefits due to increased employee levels and annual compensation increases.












Page 61

Index

HILLS BANCORPORATION

Discussion of operations for the three months ended March 31, 2023 and 2022

Net Interest Income

Net interest income is the excess of the interest and fees earned on interest-earning bearing assets over the interest expense of the interest-bearing liabilities. Net interest income on a tax equivalent basis increased $4.12 million for the three months ended March 31, 2023 compared to the comparable period in 2022.  The increase was primarily attributable to higher interest income on increased loan volume and rates partially offset by increased interest expense from increased interest rates, including on FHLB borrowings. The net interest margin for the first three months of 2023 was 3.05% compared to 2.64% in 2022 for the same period. The measure is shown on a tax-equivalent basis using a tax rate of 21% to make the interest earned on taxable and non-taxable assets more comparable.  The change in average balances and average rates between periods and the effect on the net interest income on a tax equivalent basis for the three months ended in 2023 compared to the comparable period in 2022 are shown in the following table:
 Increase (Decrease) in Net Interest Income
 Change in
Average Balance
Change in
Average Rate
Volume ChangesRate ChangesNet Change
 (Amounts in Thousands)
Interest income:
Loans, net$477,829 0.55 %$4,440 $4,505 $8,945 
Taxable securities220,642 0.52 808 757 1,565 
Nontaxable securities6,651 0.53 35 244 279 
Interest-bearing bank balances(686,360)4.60 (327)188 (139)
 $18,762  $4,956 $5,694 $10,650 
Interest expense:     
Interest-bearing demand deposits$(118,414)0.70 %$52 $(1,809)$(1,757)
Savings deposits(115,209)0.50 40 (1,328)(1,288)
Time deposits25,261 0.72 (93)(1,080)(1,173)
FHLB borrowings193,462 4.85 (206)(2,106)(2,312)
Interest-bearing other liabilities(11)— — — — 
 $(14,911) $(207)$(6,323)$(6,530)
Change in net interest income  $4,749 $(629)$4,120 

Rate/volume variances are allocated on a consistent basis using the absolute values of changes in volume compared to the absolute values of the changes in rates. Interest on nontaxable securities and loans is shown on a tax-equivalent basis.

A summary of the net interest spread and margin is as follows:
(Tax Equivalent Basis)20232022
Yield on average interest-earning assets4.03 %2.94 %
Rate on average interest-bearing liabilities1.34 0.42 
Net interest spread2.69 %2.52 %
Effect of noninterest-bearing funds0.36 0.12 
Net interest margin (tax equivalent net interest income divided by average interest-earning assets)3.05 %2.64 %




Page 62

Index

HILLS BANCORPORATION
Discussion of operations for the three months ended March 31, 2023 and 2022

In pricing loans and deposits, the Company considers the U.S. Treasury indexes as benchmarks in determining interest rates.  The Federal Open Market Committee met two times during the first three months of 2023.  The federal funds target rate increased to 5.00% as of March 31, 2023 from 0.50% as of the same period in 2022.  Interest rates on loans are generally affected by the federal funds target rate since interest rates for the U.S. Treasury market normally increase or decrease when the Federal Reserve Board raises or lowers the federal funds rate.  As of March 31, 2023, the rate indexes for the one, three and five year indexes were 4.64%, 3.81% and 3.60%, respectively.  The one year index increased 184.66% from 1.63% at March 31, 2022, the three year index increased 55.51% and the five year index increased 48.76%.  The three year index was 2.45% and the five year index was 2.42% at March 31, 2022. 

Credit Loss Expense

Credit loss expense was $0.37 million for the three months ended March 31, 2023 compared to $1.10 million in 2022, a decrease of expense of $0.73 million.  Credit loss expense is the amount necessary to adjust the allowance for credit losses to the level considered by management to appropriately account for the estimated current expected credit losses within the Company's loan portfolio.

A significant component of the Company's approach to estimating expected credit losses are economic forecasts such as Iowa unemployment, all-transactions house price index for Iowa and Iowa real gross domestic product. The decrease in expense when compared to the same period in 2022 is attributable to qualitative factor decreases determined necessary by management given historical charge-offs for agriculture and commercial loan classes compared to allowances recorded for these loan classes.

The allowance for credit losses balance is impacted by charge-offs, net of recoveries, for the periods presented.  For the three months ended March 31, 2023 and 2022, recoveries were $0.29 million and $0.46 million, respectively; and charge-offs were $0.89 million in 2023 and $0.34 million in 2022.  The allowance for credit losses totaled $41.07 million at March 31, 2023 compared to $41.44 million as of December 31, 2022. The allowance represented 1.28% and 1.33% of loans held for investment at March 31, 2023 and December 31, 2022.

Noninterest Income

The following table sets forth the various categories of noninterest income for the three months ended March 31, 2023 and 2022.
 Three Months Ended March 31,
 20232022$ Change% Change
 (Amounts in thousands)
Net gain on sale of loans$145 $811 $(666)(82.12)%
Trust fees3,270 3,268 0.06 
Service charges and fees3,033 2,880 153 5.31 
Other noninterest income (expense)(67)518 (585)(112.93)
 $6,381 $7,477 $(1,096)(14.66)


In the three months ended March 31, 2023 and 2022, the net gain on sale of loans was $0.15 million and $0.81 million, respectively.  The amount of the net gain on sale of secondary market mortgage loans in each period can vary significantly.  The volume of activity, margin and demand in these types of loans is directly related to the changes in interest rates and new originations and refinancing activity. The primary reason for the decrease in 2023 compared to 2022 is the increased mortgage interest rates in 2022 and 2023 leading to the significant decrease in loans originated for sale. The servicing of the loans sold into the secondary market is not retained by the Company so these loans do not provide an ongoing stream of income.

Other noninterest income (expense) decreased $0.59 million for the three months ended March 31, 2023 compared to the same period in 2022, primarily due to the decrease in tax credit real estate investments based on the investments year-end audited financial statements.

Page 63

Index

HILLS BANCORPORATION
Other noninterest income categories experienced marginal period-to-period fluctuations for the three months ended March 31, 2023.

Noninterest Expenses

The following table sets forth the various categories of noninterest expenses for the three months ended March 31, 2023 and 2022.
 Three Months Ended March 31,
 20232022$ Change% Change
 (Amounts in thousands)
Salaries and employee benefits$11,503 $10,396 $1,107 10.65 %
Occupancy1,177 1,132 45 3.98 
Furniture and equipment1,692 1,697 (5)(0.29)
Office supplies and postage448 484 (36)(7.44)
Advertising and business development874 730 144 19.73 
Outside services2,910 2,950 (40)(1.36)
FDIC insurance assessment270 281 (11)(3.91)
Other noninterest expense536 405 131 32.35 
 $19,410 $18,075 $1,335 7.39 

In the three months ended March 31, 2023, salaries and benefits increased $1.11 million compared to the same period in 2022. The increase is primarily the result of increased employee levels and annual compensation increases.

Other noninterest expense categories experienced marginal period-to-period fluctuations for the three months ended March 31, 2023.


Income Taxes

Federal and state income tax expenses were $3.34 million and $2.83 million for the three months ended March 31, 2023 and 2022, respectively. Income taxes as a percentage of income before taxes were 21.15% in 2023 and 20.97% in 2022.

Liquidity

The Company actively monitors and manages its liquidity position with the objective of maintaining sufficient cash flows to fund operations, meet commitments, take advantage of market opportunities and provide a margin against unforeseeable liquidity needs.  Federal funds sold and investment securities available for sale are readily marketable assets.  Maturities of all investment securities are managed to meet the Company’s normal liquidity needs, to respond to market changes or to adjust the Company’s interest rate risk position.  Investment securities available for sale comprised 18.30% of the Company’s total assets at March 31, 2023 compared to 19.50% at December 31, 2022. As of March 31, 2023, investment securities with a carrying value of $9.58 million were pledged to collateralize public and trust deposits and other borrowings.  As of December 31, 2022, investment securities with a carrying value of $9.13 million were pledged.

The Company has historically maintained a stable deposit base and a relatively low level of large deposits, which has mitigated the volatility in the Company’s liquidity position.  Deposit inflows and outflows can vary widely based on prevailing market interest rates, competition, economic conditions, our business customers' liquidity needs and by recent developments in the financial services industry. Uninsured deposits as of March 31, 2023 and December 31, 2022 were approximately $879.89 million and $800.81 million, respectively, which comprised 25.55% and 23.85% of total deposits.

As of March 31, 2023, the Company had $220.00 million of outstanding borrowings from the Federal Home Loan Bank (“FHLB”) of Des Moines compared to $40.00 million as of December 31, 2022.  The Company had no other short-term borrowings as of March 31, 2023 compared to $82.06 million of other Fed Funds purchased as of December 31, 2022. Advances are used as a means of providing both long and short-term, fixed-rate funding for certain assets and for managing
Page 64

Index

HILLS BANCORPORATION
interest rate risk.  The Company had additional borrowing capacity available from the FHLB of approximately $848.76 million at March 31, 2023.

As additional sources of liquidity, the Company has the ability to borrow up to $10.00 million from the Federal Reserve Bank of Chicago, and has lines of credit with three banks totaling $160.00 million.  The borrowings under these credit lines would be secured by the Company’s investment securities.  In addition, the Company has the option of issuing short-, medium-, and long-term debt, should the Company decide to do so. The Bank Term Funding Program was established by the Federal Reserve in March 2023 to provide an additional source of liquidity against high-quality securities. As of March 31, 2023, the Company had no borrowings from the Bank Term Funding Program. The combination of high levels of potentially liquid assets, low dependence on volatile liabilities, positive cash flows from operations, and both additional borrowing and brokered deposits capacity provided sources of liquidity for the Company which management considered sufficient at March 31, 2023.



Contractual Obligations

There have been no material changes with regard to contractual obligations disclosed in the Company’s Form 10-K for the year ended December 31, 2022.
Page 65

Index

HILLS BANCORPORATION
Item 3.Quantitative and Qualitative Disclosures about Market Risk

The Company's primary market risk exposure is to changes in interest rates.  Interest rate risk is the risk to current or anticipated earnings or capital arising from movements in interest rates.  Interest rate risk arises from repricing risk, basis risk, yield curve risk and options risk.  Repricing risk is the difference between the timing of rate changes and the timing of cash flows.  Basis risk is the difference from changing rate relationships among different yield curves affecting Bank activities.  Yield curve risk is the difference from changing rate relationships across the spectrum of maturities.  Option risk is the difference resulting from interest-related options imbedded in Company products.  The Company’s primary source of interest rate risk exposure arises from repricing risk.  To measure this risk the Company uses a static gap measurement system that identifies the repricing gaps across the full maturity spectrum of the Company’s assets and liabilities and an earnings simulation approach.  The gap schedule is known as the interest rate sensitivity report.  The report reflects the repricing characteristics of the Company’s assets and liabilities.  The report details the calculation of the gap ratio.  This ratio indicates the amount of interest-earning assets repricing within a given period in comparison to the amount of interest-bearing liabilities repricing within the same period of time.  A gap ratio of 1.0 indicates a matched position, in which case the effect on net interest income due to interest rate movements will be minimal.  A gap ratio of less than 1.0 indicates that more liabilities than assets reprice within the time period, and a ratio greater than 1.0 indicates that more assets reprice than liabilities.

The Company's asset/liability management, or its management of interest rate risk, is focused primarily on evaluating and managing net interest income given various risk criteria.  Factors beyond the Company's control, such as market interest rates and competition, may also have an impact on the Company's interest income and interest expense.  In the absence of other factors, the Company's overall yield on interest-earning assets will increase as will its cost of funds on its interest-bearing liabilities when market interest rates increase over an extended period of time.  Inversely, the Company's yields and cost of funds will decrease when market rates decline.  The Company is able to manage these swings to some extent by attempting to control the maturity or rate adjustments of its interest-earning assets and interest-bearing liabilities over given periods of time.

The Company maintains an Asset/Liability Committee, which meets at least quarterly to review the interest rate sensitivity position and to review and develop various strategies for managing interest rate risk within the context of the following factors: 1) capital adequacy, 2) asset/liability mix, 3) economic outlook, 4) market characteristics and 5) the interest rate forecast.  In addition, the Company uses a simulation model to review various assumptions relating to interest rate movement. The Company engages a third party that utilizes a modeling program to measure the Company’s exposure to potential interest rate changes. For various assumed hypothetical changes in market interest rates, this analysis measures the estimated change in net interest income. The simulations allow for ongoing assessment of interest rate sensitivity and can include the impact of potential new business strategies. The modeled scenarios begin with a base case in which rates are unchanged and include parallel and nonparallel rate shocks. The results of these shocks are measured in two forms: first, the impact on the net interest margin and earnings over one and two year time frames; and second, the impact on the market value of equity. The results of the simulation are compared against approved policy limits. The model attempts to limit rate risk even if it appears the Company’s asset and liability maturities are perfectly matched and a favorable interest margin is present.  The Company’s policy is to generally maintain a balance between profitability and interest rate risk.

In order to minimize the potential effects of adverse material and prolonged increases or decreases in market interest rates on the Company's operations, management has implemented an asset/liability program designed to mitigate the Company's interest rate sensitivity.  The program emphasizes the origination of adjustable rate loans, which are held in the portfolio, the investment of excess cash in short or intermediate term interest-earning assets, and the solicitation of transaction deposit accounts, which are less sensitive to changes in interest rates and can be re-priced rapidly.

The Company's interest rate risk, as monitored by management, has increased throughout 2022 and 2023. Our earnings and cash flows are largely dependent upon our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including domestic and local economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. The FOMC, with particular attention being given to ongoing supply chain disruptions, rising energy and commodity prices and the global economic impact of the Russia-Ukraine conflict, has signaled that additional increases may be appropriate if inflation pressures remain elevated or intensify. Further increases to prevailing interest rates could influence the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings. Moreover, additional increases to the target range for the federal funds rate, combined with recent bank failures and ongoing geopolitical instability, raise the risk of economic recession. Any such downturn, especially in the regions in which we operate, may adversely affect our asset quality, deposit levels, loan demand and results of operations.

Page 66

Index

HILLS BANCORPORATION
Item 4.Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Based upon that evaluation, the Company’s Principal Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective, as of the end of the period covered by this report, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports it files with the Securities and Exchange Commission.  There have been no changes in the Company’s internal controls over financial reporting during the three months ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.


HILLS BANCORPORATION
PART II - OTHER INFORMATION
Item 1.Legal Proceedings

None.

Item 1A.Risk Factors
 
Except as otherwise indicated below, there have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Economic and Market Risks

Recent Events Impacting the Financial Services Industry May Negatively Affect our Financial Condition and Results of Operation

Recent events impacting the financial services industry, including the failure of Silicon Valley Bank, Signature Bank, and First Republic Bank have resulted in decreased confidence in banks among consumer and commercial depositors, other counterparties and investors, as well as significant disruption, volatility and reduced valuations of equity and other securities of banks in the capital markets. These events occurred during a period of rapidly rising interest rates which, among other things, has resulted in unrealized losses in longer duration securities and loans held by banks, more competition for bank deposits and may increase the risk of a potential recession. These recent events could adversely impact the market price and volatility of the Company’s common stock.

These recent events may also result in potentially adverse changes to laws or regulations governing banks and bank holding companies or result in the impositions of restrictions through supervisory or enforcement activities, including higher capital requirements, which could have a material impact on our business. Inability to access short-term funding or the loss of client deposits could increase our cost of funding, limit access to capital markets or negatively impact our overall liquidity or capitalization. Moreover, we may be impacted by concerns regarding the soundness or creditworthiness of other financial institutions, which can cause substantial and cascading disruption within the financial markets and increased expenses. In addition, the cost of resolving the recent bank failures may prompt the FDIC to increase its premiums above the recently increased levels or to issue additional special assessments.
Page 67

Index
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
 
The following table sets forth information about the Company’s stock purchases, all of which were made pursuant to the 2005 Stock Repurchase Program, for the three months ended March 31, 2023:

PeriodTotal number of shares
purchased
Average price paid per
share
Total number of
shares purchased
as part of publicly
announced plans
or programs
Maximum number
of shares that may
yet be purchased
under the plans
or programs (1)
January 1 to January 314,195 $72.00 4,195 729,340 
February 1 to February 286,969 72.00 6,969 722,371 
March 1 to March 3121,518 72.00 21,518 700,853 
Total32,682 $72.00 32,682 700,853 
 
(1)  On July 26, 2005, the Company’s Board of Directors authorized a program to repurchase up to 1,500,000 shares of the Company’s common stock (the “2005 Stock Repurchase Program”).  On August 9, 2022, the Company’s Board of Directors authorized the expansion of the 2005 Stock Repurchase Program to allow an additional 750,000 shares for repurchase and the continuation through December 31, 2027. The Company expects the purchases pursuant to the 2005 Stock Repurchase Program to be made from time to time in private transactions at a price equal to the most recent quarterly independent appraisal of the shares of the Company’s common stock and with the Board reviewing the overall results of the 2005 Stock Repurchase Program on a quarterly basis. All purchases made pursuant to the 2005 Stock Repurchase Program since its inception have been made on that basis.  The amount and timing of stock repurchases will be based on various factors, such as the Board’s assessment of the Company’s capital structure and liquidity, the amount of interest shown by shareholders in selling shares of stock to the Company at their appraised value, and applicable regulatory, legal and accounting factors. 
Page 68

Index
Item 3.Defaults upon Senior Securities
 
Hills Bancorporation has no senior securities.

Item 4.Mine Safety Disclosure
 
Not applicable.
Item 5.Other Information

None.

Page 69

Index
Item 6.Exhibits

3.1
3.2
4.1
31
32
101.INSXBRL Instance Document (1), (2)
101.SCHXBRL Taxonomy Extension Schema Document (1)
101.CALXBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEFXBRL Taxonomy Extension Definition Linkbase Document (1)
101.LABXBRL Taxonomy Extension Label Linkbase Document (1)
101.PREXBRL Taxonomy Extension Presentation Linkbase Document (1)
(1)Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, and are otherwise not subject to liability under these sections.
(2)The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
Page 70

Index
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 thereunto duly authorized.

  HILLS BANCORPORATION
   
Date:May 9, 2023 By:  /s/ Dwight O. Seegmiller
  Dwight O. Seegmiller, Director, President and Chief Executive Officer
   
Date:May 9, 2023 By:  /s/ Anthony V. Roetlin
  Anthony V. Roetlin, Treasurer, Chief Financial Officer and Chief Accounting Officer

Page 71