What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-05 compared with 2020-03-06 · 48 added, 49 removed, 96 unchanged (50% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief 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) and Rule 15d-15(e) under the Securities Exchange Act of 1934).

As of the end of the period covered by this report, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (with the assistance of an outside consultant retained to aid the Company's Chief Executive Officer in temporarily fulfilling the responsibilities of 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) and Rule 15d-15(e) under the Securities Exchange Act of 1934).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

20 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by Item 10 of Part III is presented under the items entitled “Information Concerning Nominees for Election as Directors,” "Information Concerning Directors other than Nominees," "Corporate Governance and Board of Directors," and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Definitive Proxy Statement dated March 20, 2020 for the Annual Meeting of Stockholders on April 20, 2020.

The information required by Item 10 of Part III is presented under the items entitled “Information Concerning Nominees for Election as Directors,” "Information Concerning Directors other than Nominees," "Corporate Governance and Board of Directors," and “Delinquent Section 16(a) Reports” in the Company’s Definitive Proxy Statement dated March 19, 2021 for the Annual Meeting of Stockholders on April 19, 2021.

Such information is incorporated herein by reference.

The Company has a Code of Ethics in place for the Chief Executive Officer and Chief Financial Officer.

The Company has a Code of Ethics in place covering its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.

A copy of the Company’s Code of Ethics will be provided free of charge, upon written request to:

Shari DeMaris

Interim Treasurer

Hills Bancorporation

3 unchanged sentences

Executive Compensation

The information required by Item 11 of Part III is presented under the items entitled “Compensation Discussion and Analysis,” “Summary of Cash and Certain Other Compensation Paid to the Named Executive Officers,” “Compensation and Incentive Stock Committee Interlocks and Certain other Transactions with Executive Officers and Directors,” "Schedule of Director Fees," "Director Compensation Table," and “Compensation and Incentive Stock Committee Report” in the Company’s Definitive Proxy Statement dated March 20, 2020 for the Annual Meeting of Stockholders on April 20, 2020.

The information required by Item 11 of Part III is presented under the items entitled “Compensation Discussion and Analysis,” “Summary of Cash and Certain Other Compensation Paid to the Named Executive Officers,” “Compensation and Incentive Stock Committee Interlocks and Insider Participation,” "Schedule of Director Fees," "Director Compensation Table," and “Compensation and Incentive Stock Committee Report” in the Company’s Definitive Proxy Statement dated March 19, 2021 for the Annual Meeting of Stockholders on April 19, 2021.

Such information is incorporated herein by reference.

6 unchanged sentences

of outstanding options,

warrants and rights

Weighted-average

warrants and rights Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

warrants and rights Number of securities

remaining available for future

3 unchanged sentences

reflected in column (a)]

Plan Category

Plan Category (a) (b) (c)

Equity compensation plans approved by security holders 13,025 $ 45.92 231,425

Equity compensation plans not approved by security holders — — —

Total 13,025 $ 45.92 231,425

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 of Part III is presented under the items entitled “Corporate Governance and the Boards of Directors,” and “Compensation and Incentive Stock Committee Interlocks and Certain other Transactions with Executive Officers and Directors” in the Company’s Definitive Proxy Statement dated March 20, 2020 for the Annual Meeting of Stockholders on April 20, 2020.

The information required by Item 13 of Part III is presented under the items entitled “Corporate Governance and the Boards of Directors,” and “Compensation and Incentive Stock Committee Interlocks and Insider Participation” in the Company’s Definitive Proxy Statement dated March 19, 2021 for the Annual Meeting of Stockholders on April 19, 2021.

Such information is incorporated herein by reference.

2 unchanged sentences

Exhibits, Consolidated Financial Statement Schedules

Financial Statements

Independent registered public accounting firm's report on the financial statements

Consolidated balance sheets as of December 31, 2019 and 2018

Consolidated statements of income for the years ended December 31, 2019, 2018, and 2017

Consolidated statements of comprehensive income for the years ended December 31, 2019, 2018 and 2017

Consolidated statements of stockholders' equity for the years ended December 31, 2019, 2018 and 2017

Consolidated statements of cash flows for the years ended December 31, 2019, 2018 and 2017

Notes to consolidated financial statements

(a) 1 Financial Statements Reference

Independent registered public accounting firm's report on the financial statements Page 59-62

Consolidated balance sheets as of December 31, 2020 and 2019 Page 63

Consolidated statements of income for the years ended December 31, 2020, 2019, and 2018 Page 64

Consolidated statements of comprehensive income for the years ended December 31, 2020, 2019, and 2018 Page 65

Consolidated statements of stockholders' equity for the years ended December 31, 2020, 2019, and 2018 Page 66

Consolidated statements of cash flows for the years ended December 31, 2020, 2019, and 2018 Page 67

Notes to consolidated financial statements Page 69

2 Financial Statements Schedules

All schedules are omitted because they are not applicable or not required, or because the required information is included in the consolidated financial statements or notes thereto.

Restated Articles of Incorporation filed as Exhibit 3.1 in Form 10-K for the year ended December 31, 2014 is incorporated by reference.

(b) 3 Exhibits

3.1 Restated Articles of Incorporation , incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q Filed with t he Commission on May 6, 2015 .

3.2 Amended and Restated ByLaws filed as Exhibit 3.2 to the Company's Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 6, 2019 is incorporated by reference.

Description of Registered Securities is attached on Page 113.

4.1 Description of Registered Securities, incorporated by reference to Exhibit 4.1 to the Company's Form 10-K filed with t he Commission on March 6, 2020.

10.1 1995 Deferred Compensation Plans filed as Exhibit 10(c) in Form 10-K for the year ended December 31, 1995 is incorporated by reference.

2010 Stock Option and Incentive Plan filed on Form S-8 dated June 29, 2012 is incorporated by reference.

10.2 2 010 Stock Option and Incentive Plan filed on Form S-8 date d June 29, 20 12 is incorporated by reference.

10.3 20 2 0 Stock Option and Incentive Plan , incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Commission on May 4, 2020.

10.4 Form of Stock Option Grant Agreement under the Stock Option and Incentive Plan filed as Exhibit 10.3 in Form 10-K for the year ended December 31, 2018 is incorporated by reference.

7 unchanged sentences

32 Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 on Page 128.

XBRL Instance Document (1)

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Definitions Linkbase Document

101.INS XBRL Instance Document (1)

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.DED XBRL Taxonomy Extension Definitions Linkbase Document

(1) The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

1 unchanged sentence

HILLS BANCORPORATION

March 6, 2020

Seegmiller, Director, President and Chief Executive Officer

March 6, 2020

/s/Shari DeMaris

Shari DeMaris, Secretary, Treasurer and Chief Accounting Officer

March 5, 2021 By:

Seegmiller, Director, President, Chief Executive Officer and Acting Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

DIRECTORS OF THE REGISTRANT

March 6, 2020

March 5, 2021 By:

Seegmiller, Director, President, Chief Executive Officer and Acting Chief Financial Officer

March 5, 2021 By:

Weeks, Interim Treasurer and Interim Principal Accounting Officer

March 5, 2021 By:

/s/Michael S.

Donovan, Director

March 6, 2020

March 5, 2021 By:

/s/Kirsten H.

Frey, Director

March 6, 2020

March 5, 2021 By:

/s/Michael E.

Hodge, Director

March 6, 2020

March 5, 2021 By:

Hughes, Director

March 6, 2020

March 5, 2021 By:

/s/Theodore H.

Pacha, Director

March 6, 2020

March 5, 2021 By:

Peck, Director

March 6, 2020

March 5, 2021 By:

Phelan, Director

March 6, 2020

March 5, 2021 By:

Rhodes, Director

March 6, 2020

March 5, 2021 By:

Schmitt, Director

March 6, 2020

March 5, 2021 By:

Wiele, Director

March 6, 2020

March 5, 2021 By:

/s/Sheldon E.

4 unchanged sentences

In The Sequential

Numbering System

For 2019 Form 10-K

Description of Registered Securities

Exhibit Numbering System

Number Description For 2020 Form 10-K

11 Statement Re Computation of Basic and Diluted Earnings Per Share

4 unchanged sentences

32 Certifications under Section 906 of the Sarbanes-Oxley Act of 2002

Certifications under Section 906 of the Sarbanes-Oxley Act of 2002

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures