FORM 10-Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (As last amended in Rel. No. 34-26589, eff. 4/12/93.) 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 June 30, 2001 Commission file number: 0-12668 Hills Bancorporation Incorporated in Iowa I.R.S. Employer Identification No. 42-1208067 131 MAIN STREET, HILLS, IOWA Telephone number: (319) 679-2291 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No 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 CLASS At July 31, 2001 Common Stock, no par value 1,497,166 HILLS BANCORPORATION Index to Form 10-Q Part I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated balance sheets, June 30, 2001 (unaudited) and December 31, 2000 Consolidated statements of income, (unaudited) for three and six months ended June 30, 2001 and 2000 Consolidated statements of comprehensive income, (unaudited) for the three and six months ended June 30, 2001 and 2000. Consolidated statements of stockholders' equity, (unaudited) for six months ended June 30, 2001 and 2000 Consolidated statements of cash flows (unaudited) for six months ended June 30, 2001 and 2000 Notes to consolidated financial statements Item 2. Management's discussion and analysis of financial condition and results of operations Part II OTHER INFORMATION Item 1. Legal proceedings Item 2. Changes in securities and use of proceeds Item 3. Defaults upon senior securities Item 4. Submission of matters to vote of security holders Item 5. Other information Item 6. Exhibits and reports on Form 8-K COMPUTATION OF EARNINGS PER SHARE SIGNATURES HILLS BANCORPORATION CONSOLIDATED BALANCE SHEETS (In Thousands) June 30, 2001 Unaudited December 31, 2000* ------------ ------------------ ASSETS Cash and due from banks ......................... $ 32,824 $ 25,669 Investment securities: Available for sale (amortized cost June 30, 2001 $157,392; December 31, 2000 $136,661) ................. 160,998 137,768 Held to maturity (fair value June 30, 2001 $13,730; December 31, 2000 $15,676) .................. 13,405 15,509 Stock of Federal Home Loan Bank ............... 7,809 7,789 Federal funds sold ............................... 9,065 28,065 Loans, net ....................................... 640,933 626,873 Property and equipment, net ...................... 18,926 16,499 Accrued interest receivable ...................... 7,838 7,522 Deferred income taxes, net ....................... 2,214 3,286 Other assets ..................................... 7,158 6,770 -------- -------- $901,170 $875,750 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Noninterest-bearing deposits ..................... $ 77,839 $ 76,087 Interest-bearing deposits ........................ 597,077 576,619 -------- -------- Total deposits ................................ $674,916 $652,706 Federal funds purchased and securities sold under agreements to repurchase ........... 15,633 16,561 Federal Home Loan Bank notes ..................... 120,668 120,668 Accrued interest payable ......................... 2,713 2,865 Other liabilities ................................ 3,069 2,876 -------- -------- $816,999 $795,676 -------- -------- REDEEMABLE COMMON STOCK HELD BY EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) ........................................ $ 11,850 $ 11,550 -------- -------- STOCKHOLDERS' EQUITY Capital stock, common, no par value; authorized 10,000,000 shares; issued June 30, 2001 - 1,497,166 shar December 31, 2000 - 1,495,483 shares .......... $ 10,241 $ 10,197 Retained earnings ................................ 71,657 69,179 Accumulated other comprehensive income, unrealized gains (losses) on investme ......... 2,273 698 -------- -------- $ 84,171 $ 80,074 Less, maximum cash obligation related to ESOP shares ................................... 11,850 11,550 -------- -------- $ 72,321 $ 68,524 -------- -------- $901,170 $875,750 ======== ======== * Derived from audited financial statements. See Notes to Financial Statements. HILLS BANCORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF INCOME Three and Six Months Ended June 30, 2001 and 2000 (In Thousands, Except Per Share Data) Three Months Ended Six Months Ended ------------------ ---------------- June 30 June 30 ------- ------- 2001 2000 2001 2000 -------------------------------------- Interest Income: Interest and fees on loans .......... $13,175 $12,225 $26,169 $23,863 Interest on investment securities: Taxable ........................... 1,982 1,902 3,770 3,735 Non-taxable ....................... 475 429 932 845 Interest on federal funds sold ...... 299 95 812 267 ------- ------- ------- ------- Total interest income ............... $15,931 $14,651 $31,683 $28,710 ------- ------- ------- ------- Interest Expense: Interest on deposits ................ $ 6,857 $ 5,928 $13,927 $11,334 Interest on securities sold under agreements to repurchase 160 129 343 262 Interest on FHLB borrowings ......... 1,766 1,897 3,513 3,850 ------- ------- ------- ------- Total interest expense .............. $ 8,783 $ 7,954 $17,783 $15,446 ------- ------- ------- ------- Net interest income ................. $ 7,148 $ 6,697 $13,900 $13,264 Provision for loan losses .............. 225 201 450 474 ------- ------- ------- ------- Net interest income after provision for loan losses $ 6,923 $ 6,496 $13,450 $12,790 ------- ------- ------- ------- Other income: Loan origination fees ............... $ 337 $ 65 $ 483 $ 112 Trust fees .......................... 616 578 1,210 1,167 Deposit account charges and fees .... 792 630 1,502 1,199 Other expenses: Salaries and employee benefits ...... $ 2,906 $ 2,620 $ 5,689 $ 5,280 Occupancy ........................... 419 331 858 671 Furniture and equipment ............. 640 509 1,248 995 Office supplies and postage ......... 301 259 583 500 Other operating ..................... 1,301 1,163 2,440 2,331 ------- ------- ------- ------- $ 5,567 $ 4,882 $10,818 $ 9,777 ------- ------- ------- ------- Income before income taxes .......... $ 3,680 $ 3,479 $ 7,019 $ 6,667 Federal and state income taxes ......... 1,146 1,080 2,178 2,064 ------- ------- ------- ------- Net income .......................... $ 2,534 $ 2,399 $ 4,841 $ 4,603 ======= ======= ======= ======= Earning per common share: Basic ............................. $ 1.69 $ 1.60 $ 3.23 $ 3.08 Diluted ........................... 1.68 1.59 3.21 3.05 See Notes to Financial Statements HILLS BANCORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three and Six Months Ended June 30, 2001 and 2000 (In Thousands, Except Per Share Data) Three Months Ended Six Months Ended June 30 June 30 2001 2000 2001 2000 ------------------ ------------------ Net Income ..................................... .$ 2,534 $ 2,399 $ 4,841 $ 4,603 ------- ------- ------- ------- Other comprehensive income: Unrealized gains (losses) on debt securities . 156 137 2,498 (230) Income tax effect of unrealized gains (losses) (57) (51) (923) 85 ------- ------- ------- ------- Other comprehensive income (loss) . 145 86 1575 (145) ------- ------- ------- ------- Comprehensive Income ......................... $ 2,633 $ 2,485 $ 6,416 $ 4,458 ======= ======= ======= ======= HILLS BANCORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Six Months Ended June 30, 2001 and 2000 (In Thousands) Less Maximum Accumulated Cash Other Obligation Capital Retained Comprehensive To ESOP Stock Earnings Income Shares Total ----- -------- ------ ---------- ----- C> Balance, December 31, 2000 $ ........ $10,197 $ 69,179 $ 698 $ (11,550) $ 68,524 Net income ........................ - - - 4,841 - - - - - - 4,841 Cash dividends ($1.60 per share) .. - - - (2,393) - - - - - - (2,393) Change related to ESOP shares ..... - - - - - - - - - (300) (300) Issuance of 1,683 shares of common stock .. 44 - - - - - - - - - 44 Income tax benefit related to stock based compensation ............. - - - 30 - - - - - - 30 Other comprehensive income ........ - - - - - - 1,575 - - - 1,575 ---------- -------- --------- ---------- -------- Balance, June 30, 2001 .............. $10,241 $ 71,657 $ 2,273 $ (11,850) $ 72,321 ========== ======== ========= ========== ======== Less Maximum Accumulated Cash Other Obligation Capital Retained Comprehensive To ESOP Stock Earnings Income Shares Total ----- -------- ------ ---------- ----- Balance, December 31, 1999.......... $ $10,214 $61,984 $ (981) $(10,953) $ 60,264 Net income ...................... - - - 4,603 - - - - - - 4,603 Cash dividends ($1.45 per share) - - - (2,169) - - - - - - (2,169) Change related to ESOP shares ... - - - - - - - - - (391) (391) Other comprehensive income (loss) - - - - - - (145) - - - (145) -------- --------- ---------- -------- -------- Balance, June 30, 2000 .......... $ $10,214 $ 64,418 $ (1,126) $(11,344) $ 62,162 ======== ========= ========== ======== ======== See Notes to Financial Statements. HILLS BANCORPORATION UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2001 and 2000 (In Thousands) 2001 2000 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income ............................................... $ 4,841 $ 4,603 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ......................................... 964 680 Provision for loan losses ............................ 450 474 Deferred income taxes ................................ 149 161 (Increase) decrease in accrued interest receivable ... (316) (740) Amortization of bond discount ........................ 58 33 (Increase) in other assets ........................... (559) 378 Amortization of intangibles .......................... 171 172 Increase in accrued interest and other liabilities ... 41 182 -------- ------- Net cash provided by operating activities ............ $ 5,799 $ 5,943 -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from maturities of investment securities: Available for sale ................................... $ 34,587 $ 13,531 Held to maturity ..................................... 2,104 1,568 Purchase of investment securities, available for sale .... (55,397) (16,489) Federal funds sold, net .................................. 19,000 6 Loans made to customers, net of collections .............. (14,510) (40,427) Purchases of property and equipment ...................... (3,391) (2,237) -------- ------- Net cash (used in) investing activities .............. $(17,607) $(44,048) -------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits .................. $ 22,210 $ 36,791 Net increase (decrease) in fed funds purchased and securities sold under agreements to repurchase .... (928) (10,961) Borrowings from FHLB ................................. - - - 40,000 Payments on FHLB notes ................................ - - - (23,000) Issuance of stock upon exercise of stock options ..... 44 - - - Income tax benefits on stock options exercised ....... 30 - - - Dividends paid ....................................... (2,393) (2,169) -------- --------- Net cash provided by financing activities ......... $ 18,963 $ 40,661 -------- --------- Increase in cash and due from banks ............... $ 7,155 $ 2,556 CASH AND DUE FROM BANKS Beginning ............................................ 25,669 21,765 -------- --------- Ending ............................................... $ 32,824 $ 24,321 ======== ========= SUPPLEMENTAL DISCLOSURES Cash payments for: Interest paid to depositors and others ............ $ 14,079 $ 11,121 Interest paid on other obligations ................ 3,856 4,112 Non-cash financing transaction, increase in maximum cash obligation related to ESOP shares ................................... 300 391 See Notes to Financial Statements. HILLS BANCORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1. Interim Financial Statements Interim consolidated financial statements have not been examined by independent public accountants, but include all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of the results for these periods. The results of operation for the interim periods are not necessarily indicative of the results for a full year. In reviewing these financial statements, reference should be made to the Notes to Financial Statements contained in the Financial Statements for the year ended December 31, 1999. There were no changes in accounting policies which had a significant effect on the interim consolidated financial statements for the periods presented. For purposes of reporting cash flows, cash and due from banks includes cash on hand and amounts due from banks (including cash items in process of clearing). Cash flows from demand deposits, NOW accounts, savings accounts, and federal funds purchased and sold are reported net since their original maturities are less than three months. Cash flows from loans and time deposits are presented as net increases or decreases. Note 2. Loans The following tables set forth the composition of loans and the llowance for loan losses: (In thousands) June 30 2001 2000 ---- ---- Agricultural ................. $ 32,213 $ 30,131 Commercial and financial ..... 39,311 35,927 Real estate, construction .... 40,840 40,417 Real estate, mortgage ........ 505,730 477,892 Loans to individuals ......... 33,165 30,927 -------- -------- $651,259 $615,294 Less allowance for loan losses 10,326 9,960 -------- -------- $640,933 $605,334 ======== ======== Transactions in the allowance for loan losses are as follows: (In thousands) Six Months Ended June 30 2001 2000 ---- ---- Balance, beginning ........... $ 10,428 $ 9,750 Provision charged to expense 450 474 Net charge-offs ............ (552) (264) -------- -------- Balance, ending .............. $ 10,326 $ 9,960 ======== ======== HILLS BANCORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The following summarizes the Company's nonaccrual, past due, restructured and impaired loans: (In thousands) June 30 2001 2000 --------- -------- Nonaccrual ............................. $1,993 $ - - - Accruing loans, past due 90 days or more 1,627 2,172 Restructured loan ...................... - - - - - - Impaired loans ......................... $7,708 8,837 Note 3. Earnings Per Share Basic net income per share amounts are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during the period plus the number of potential dilutive common shares attributable to the Company's stock option plan. Note 4. Recent Accounting Pronouncements In July 2001, the Financial Accounting Standards Board issued Statement 141, "Business Combinations" and Statement 142, "Goodwill and Other Intangible Assets." Statement 141 eliminates the pooling method for accounting for business combinations; requires that intangible assets that meet certain criteria be reported separately from goodwill; and requires negative goodwill arising from a business combination to be recorded as an extraordinary gain. Statement 142 eliminates the amortization of goodwill and other intangibles that are determined to have an indefinite life; and requires, at a minimum, annual impairment tests for goodwill and other intangible assets that are determined to have an indefinite life. The provisions of the Statements are generally effective January 1, 2002. The Company anticipates that goodwill will be evaluated for impairment and that the amortization of substantially all goodwill will be suspended on January 1, 2001. Annual goodwill amortization totals $261,000. In July 2001, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 102, "Selected Loan Loss Allowance Methodology and Documentation Issues." The bulletin does not change accounting guidance for the Allowance for Loan Losses, but does provide significant interpretation of the manner in which institutions should develop and document their methodology for calculating the allowance for loan losses, as well as measuring the adequacy of such. Management is in the early stages of comparing its documentation and methodology to determine what changes and adjustments to the allowance for loan losses will be needed. This process is anticipated to be completed in the 4th quarter of 2001. PART I, ITEM 2. HILLS BANCORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward Looking Information Forward looking information relating to the financial results or strategies of the Company are made in the Management's Discussion and Analysis. The following paragraphs identify forward looking statements and the risks that need to be considered when reading those statements. Forward looking statements include such words as believe, expect, anticipate, target, goal, objective and other words with similar meaning. The Company is under no obligation to update such statements. The risks involved in the operations and strategies of the Company include competition from other financial institutions, changes in interest rates, changes in economic or market conditions and changes in regulatory factors. These risks, which are not all inclusive, cannot be estimated. Recent Activities During the second quarter of 2001 Hills Bank and Trust Company began construction of a new Eastside Iowa City branch office to replace the currently leased location. The new 5,800 square feet one story building will have three drive-up lanes and a drive-up ATM when it opens in December 2001. In the first quarter 2001 the Company relocated personnel and equipment from several locations to the Bank's new bank operations center building addition in Hills, Iowa to help centralize all bank operations. In addition, the 6,000 square feet expansion and remodeling of the Coralville office location was completed in the first quarter if 2001. Financial Position Assets as of June 30, 2001 totaled $901.2 million and represent an $81.9 million increase in assets from one year ago. Net loans increased in the last year by $35.6 million with the majority of this increase in real estate loans. The local economy continues to be strong and the housing market,with interest rates lower than one year ago, is still experiencing growth. The Banks also increased the investment securities portfolio by $24.9 million compared to June 30,2000. Investment rates on U.S. Treasury securities in 2001 continued to decrease. For example, most rates with maturities up to 10 years are 150 to 225 basis points less than one year ago. These rates have a direct effect on investment securities rates, loan rates including secondary market loans and on cost of funds that consist of both deposits and borrowings from the Federal Home Loan Bank. These increases in loans and securities were funded by a significant deposit growth in the last year of $76.0 million. Because the growth of deposits the Company reduced its borrowing from the Federal Home Loan Bank by $5 million. Since June 30, 2000. Due to the continued loan demand and challenges for funding sources, asset-liability management continues to be very important. The asset-liability encompasses both the management of interest rate sensitivity and the maintenance of adequate liquidity. Interest rate sensitivity management attempts to provide the optimal level of net interest income while managing exposure to risks associated with interest rate movements. Liquidity management involves planning to meet anticipated funding needs. Management monitors the rate sensitivity and liquidity positions on an on-going basis and, when necessary, appropriate action is taken to minimize any adverse effects of rapid interest rate movements or any unexpected liquidity concerns. The Company believes it will be able to maintain sufficient liquidity. In January 2001, Hills Bancorporation paid a dividend of $2,393,000 or $1.60 per share, a 10.34% increase from the $1.45 paid in January 2000. After payment of the dividend and adjustment to accumulated other comprehensive income, stockholders' equity as of June 30, 2001 totaled $72,321,000. The total stockholders' equity of Hills Bancorporation as of June 30, 2001 before the reduction for the ESOP shares, totaled 9.34% of total assets. Under risk-based capital rules, the total risk based capital is 14.58% of risk adjusted assets, and substantially in excess of required minimums. Liquidity The Company actively monitors and manages its liquidity position with the objective of maintaining sufficient cash flows to fund operations, meet client commitments, take advantage of market opportunities and provide a margin against unforeseeable liquidity needs. Federal funds sold, loans held for sale 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. Investment securities available for sale may be sold prior to maturity to meet liquidity needs, to respond to market changes or to adjust the Company's interest rate risk position. Readily marketable assets, as defined above, comprised 17.8% of the Company's total assets at June 30, 2001. Net cash provided from Company operations is another primary source of liquidity. For the six months ended June 30, 2001 and 2000, net cash provided by operating activities was $5,799,000 and $5,943,000, respectively. The Company's trend of increasing cash flows from operations is expected to resume in the foreseeable future due to the Company's growth. The Company has historically maintained a stable deposit base and a relatively low level of large deposits, which result in a low dependence on volatile liabilities. As of June 30, 2001, the Company had advances of $120,668,000 from the FHLB of Des Moines. These advances were used as a means of providing both long- and short-term, fixed-rated funding for certain assets and managing interest rate risk. The Company had additional borrowing capacity available from the FHLB of approximately $176 million at June 30, 2001. The combination of high levels of potentially liquid assets, low dependence on volatile liabilities and additional borrowing capacity provided sufficient liquidity for the Company at June 30, 2001. Results of Operations Net income for the quarter and six months ended June 30, 2001 compared to the same periods in 2000 had increases of $135,000 and $238,000, respectively. For both periods the changes were the result of significant increases in net interest income which was the result of increases in average earning assets from the prior year and higher real estate loan origination fees. Average earning assets were approximately $80.0 million higher for the six months ended June 30, 2001 compared to the same period in 2000. Other income, which included loan origination fees, increased over the prior periods by $459,000 for the three months ended June 30, 2001 and $733,000 for the six month ended June 30, 2001. Loan origination fees for the quarter and six months in 2001 increased $272,000 and $371,000, respectively, as interest rates decreased during the first six months of 2000. The lower interest rates contributed to refinancing and new real estate loan orginations. Trust fees, deposit account charges and other fees increased $187,000 for the three months ended March 31, 2001 and $362,000 for the six months ended June 30, 2001 compared to comparable periods in 2000. Trust fees increased $43,000 for the six months ended June 30, 2001 compared to the same period in 2000. The increase in trust fees was realized because of new trust assets under management and despite the reduction in assets due to the stock market. Deposit account charges and fees increased $162,000 and $303,000 for the three and six months period ending June 30, 2001 compared to comparable periods ended June 30, 2000 due to both volume changes and fee increases. Other expenses for the quarter ended June 30, 2001 were $5,567,000 compared to $4,882,000 for the same time frame in 2000. For the six months ended June 30, 2001 other expenses totaled $10,818,000, an increase of $1,041,000 from the first six months in 2000. Salaries and benefits accounted for $409,000 of the increase and were direct result of salary adjustments in 2001 and staff additions at various locations. The new operations center in Hills and the Coralville expansion accounted for the major change in the occupancy expense and furniture and equipment expenses, which increased $440,000 for the six months ended June 30, 2001 compared to June 30, 2000. Earnings per share, both basic and diluted, increased for the quarter ended June 30, 2001 compared to 2000. For the period ended June 30, 2001 basic and diluted earnings per share totaled $1.69 and $1.68 in comparison to $1.60 and $1.59 for the quarter ended June 30, 2000. Earnings per share for the six months ended June 30, 2001 and June 30, 2000 were $3.23 and $3.08 for basic earnings per share and $3.21 and $3.05 for diluted earnings per share. Market Risk Management Market risk is the risk of earnings volatility that results from adverse changes in interest rates and market prices. The Company's market risk is comprised primarily of interest rate risk arising form its core banking activities of lending and deposit taking. Interest rate risk is the risk that changes in market interest rates may adversely affect the Company's net interest income. Management continually develops and applies strategies to mitigate this risk. Management does not believe that the Company's primary market risk exposures and how those exposures have been managed to-date in 2001 changed significantly when compared to 2000. Asset/Liability Management The Company has a fully integrated asset/liability management system to assist in managing the balance sheet. The process, which is used to project the results of alternative investment decisions, includes the development of simulations that reflect the effects of various interest rate scenarios on net interest income. Management analyzes the simulations to manage interest rate risk, the net interest margin and levels of net interest income. The goal is to structure the balance sheet so that net interest margin fluctuates in a narrow range during periods of changing interest rates. The Company currently believes that net interest income would fall by less than 5 percent if interest rates increased or decreased by 300 basis points over a one-year time horizon. This is within the Company's policy limits. To improve net interest income and lessen interest rate risk, management continues its strategy of de-emphasizing fixed-rate portfolio residential real estate loans with long repricing periods. The Company continues to focus on reducing interest rate risk by emphasizing growth in variable-rate consumer and commercial loans. Other actions include the use of fixed-rate Federal Home Loan Bank (FHLB) advances as alternatives to certificates of deposit, active management of the available for sale investment securities portfolio to provide for cash flows that will facilitate interest rate risk management. The highly competitive banking environment in Iowa also greatly impacts the Company's net interest margin. The effect of competition on net interest income is difficult to predict. HILLS BANCORPORATION PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no material pending legal proceedings. Item 2. Changes in Securities and Use of Proceeds There were no changes in securities. Item 3. Defaults upon Senior Securities Hills Bancorporation has no senior securities. Item 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- At the Annual Meeting held on April 16, 2001, the security holders approved the following: 1. Election of Michael E. Hodge, Richard W. Oberman and Sheldo E. Yoder, DVM to three-year terms to the Board of Directors expiring at the 2004 AnnualMeeting. Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibit See exhibit II - Statement Re Computation of Earnings Per Common Share (b) Reports on Form 8-K No reports on Form 8-K have been filed during the quarter ended June 30, 2001. 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 and thereunto duly authorized. HILLS BANCORPORATION (Registrant) August 14, 2001 /s/ Dwight O. Seegmiller - ------------------- ------------------------------------------ Date Dwight O. Seegmiller, President (Duly authorized officer of the registrant) August 14, 2001 /s/ James G. Pratt - ------------------- -------------------------------------------- Date James G. Pratt, Treasurer (Principal Financial Officer)