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.

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•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.



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                              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
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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.













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                              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.


















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                              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, 2023                                  December 31, 2022
                                                          Amount                  Percent                   Amount                   Percent
                                                              (Amounts In Thousands)                            (Amounts In Thousands)
Agricultural                                        $       105,316                    3.29  %       $         112,705                    3.63  %
Commercial and financial                                    271,784                    8.50                    269,568                    8.67
Real estate:
Construction, 1 to 4 family residential                      91,526                    2.86                     92,408                    2.97
Construction, land development and commercial               236,265                    7.39                    196,240                    6.31
Mortgage, farmland                                          268,805                    8.40                    256,570                    8.25
Mortgage, 1 to 4 family first liens                       1,162,996                   36.36                  1,130,989                   36.40
Mortgage, 1 to 4 family junior liens                        130,179                    4.07                    124,951                    4.02
Mortgage, multi-family                                      440,990                   13.79                    436,952                   14.06
Mortgage, commercial                                        405,156                   12.66                    402,842                   12.96
Loans to individuals                                         37,937                    1.19                     36,675                    1.18
Obligations of state and political subdivisions              47,588                    1.49                     48,213                    1.55
                                                    $     3,198,542                  100.00  %       $       3,108,113                  100.00  %
Net unamortized fees and costs                                  316                                                308
                                                    $     3,198,858                                  $       3,108,421
Less allowance for credit losses                             41,070                                             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.

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                              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, 2023                                                              December 31, 2022
                                                               % of Total               % of Loans to                                       % of Total               % of Loans to
                                        Amount                 Allowance                 Total Loans                 Amount                 Allowance                 Total Loans
                                    (In Thousands)                                                               (In Thousands)
Agricultural                      $         2,156                     5.25  %                     3.29  %       $        2,542                     6.13  %                     3.63  %
Commercial and financial                    5,563                    13.55                        8.50                   6,259                    15.10                        8.67
Real estate:
Construction, 1 to 4 family
residential                                 1,114                     2.71                        2.86                   1,111                     2.68                        2.97
Construction, land development
and commercial                              3,616                     8.80                        7.39                   3,078                     7.43                        6.31
Mortgage, farmland                          2,851                     6.94                        8.40                   2,989                     7.21                        8.25
Mortgage, 1 to 4 family first
liens                                      11,600                    28.25                       36.36                  11,147                    26.91                       36.40
Mortgage, 1 to 4 family junior
liens                                       3,135                     7.63                        4.07                   3,061                     7.39                        4.02
Mortgage, multi-family                      4,931                    12.01                       13.79                   4,435                    10.70                       14.06
Mortgage, commercial                        4,766                    11.60                       12.66                   4,981                    12.02                       12.96
Loans to individuals                          930                     2.26                        1.19                   1,397                     3.37                        1.18
Obligations of state and
political subdivisions                        408                     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;
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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):
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                              HILLS BANCORPORATION

                                                          Actual
                                          Amount of Tier 1 Capital        Ratio
         As of March 31, 2023:
         Company:
         Community Bank Leverage ratio   $                 518,617       12.87  %

         Bank:
         Community Bank Leverage ratio                     519,497       12.90


                                                          Actual
                                          Amount of Tier 1 Capital        Ratio
         As of December 31, 2022:
         Company:
         Community Bank Leverage ratio   $                 517,831       13.27  %

         Bank:
         Community Bank Leverage ratio                     520,149       13.33





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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.














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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                  Change in
                                               Average Balance             Average Rate             Volume Changes          Rate Changes           Net Change
                                                                                           (Amounts in Thousands)

Interest income:
Loans, net                                   $        477,829                        0.55  %       $       4,440          $       4,505          $     8,945
Taxable securities                                    220,642                        0.52                    808                    757                1,565
Nontaxable securities                                   6,651                        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 deposits                                          25,261                        0.72                    (93)                (1,080)              (1,173)
FHLB borrowings                                       193,462                        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)                                   2023                   2022
Yield on average interest-earning assets                                          4.03  %                2.94  %
Rate on average interest-bearing liabilities                                      1.34                   0.42
Net interest spread                                                               2.69  %                2.52  %
Effect of noninterest-bearing funds                                               0.36                   0.12

Net interest margin (tax equivalent net interest income divided by average interest-earning assets)


      3.05  %                2.64  %






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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,
                                                        2023                 2022            $ Change              % Change
                                                        (Amounts in thousands)
Net gain on sale of loans                         $          145          $    811          $   (666)                  (82.12) %
Trust fees                                                 3,270             3,268                 2                     0.06
Service charges and fees                                   3,033             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.

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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,
                                                      2023              2022             $ Change             % Change
                                                      (Amounts in thousands)
Salaries and employee benefits                    $  11,503          $ 10,396          $   1,107                   10.65  %
Occupancy                                             1,177             1,132                 45                    3.98
Furniture and equipment                               1,692             1,697                 (5)                  (0.29)
Office supplies and postage                             448               484                (36)                  (7.44)
Advertising and business development                    874               730                144                   19.73
Outside services                                      2,910             2,950                (40)                  (1.36)
FDIC insurance assessment                               270               281                (11)                  (3.91)
Other noninterest expense                               536               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
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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.


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